NATIONAL MUNICIPAL TRUST MULTISTATE SERIES 48
485BPOS, 1994-05-20
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<PAGE>

As filed with the Securities and Exchange Commission on May 20, 1994
                                             Registration No. 33-44251*

=========================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                 ___________________

                         POST-EFFECTIVE AMENDMENTS NO. 2 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 146
                                Multistate Series 48

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 May 31, 1994 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. 33-44251 and 33-44250) pursuant to Rule 429.


      

<PAGE>
 
CUSIPS: 63701H4771R;63701H789R;63701H797R                            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 146
NMT
                                              Multistate Series 48
- --------------------------------------------------------------------------------
 
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 trusts composing Multistate Series 48 designated as
the California Trust (Insured) and the New York Trust (Insured) (the
``California Trust (Insured)'' and the ``New York Trust (Insured)'',
collectively the ``State Trusts'', or singularly, the ``State Trust'') (the
``Trusts'' or the ``Trust'' or in the case of the California Trust (Insured) and
the New York Trust (Insured) the ``Insured Trusts'' 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 Trusts' 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 an Insured Trust
is covered by an irrevocable insurance policy as a result of which the Units of
each 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) and the New
York 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 146 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                         May 31, 1994

<PAGE>
 
                            NATIONAL MUNICIPAL TRUST
                                   Series 146
                              Multistate Series 48
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                                        <C>       <C>
                                                                                                      Page
Summary.................................................................................   Part A      A-i
Summary of Essential Information........................................................              A-vi
Independent Auditors' Report............................................................               A-1
Statement of Financial Condition........................................................               A-2
Schedule of Portfolio Securities........................................................               A-8
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--Insured to                      12
     Maturity...........................................................................
      Insurance on the Securities in the Portfolio of an Insured Trust--Insurers........                13
      Objectives and Securities Selection...............................................                15
      The Units.........................................................................                16
      Estimated Annual Income Per Unit..................................................                16
Tax Status..............................................................................                17
      Insured Prudential Unit Trusts--Date of Deposits after April 2, 1986 and National
         Municipal Trusts...............................................................                20
Public Offering of Units................................................................                20
      Public Offering Price.............................................................                20
      Public Distribution...............................................................                21
      Secondary Market..................................................................                21
      Profit of Sponsor.................................................................                22
      Volume Discount...................................................................                22
      Employee Discount.................................................................                23
Exchange Option.........................................................................                23
      Tax Consequences..................................................................                24
Reinvestment Program....................................................................                24
Expenses and Charges....................................................................                24
      Fees..............................................................................                24
      Other Charges.....................................................................                25
Rights of Unit Holders..................................................................                25
      Certificates......................................................................                25
      Distribution of Interest and Principal............................................                26
      Reports and Records...............................................................                27
      Redemption........................................................................                28
Sponsor.................................................................................                29
      Limitations on Liability..........................................................                29
      Responsibility....................................................................                29
      Resignation.......................................................................                30
Trustee.................................................................................                30
      Limitations on Liability..........................................................                30
      Responsibility....................................................................                31
      Resignation.......................................................................                31
Evaluator...............................................................................                31
      Limitations on Liability..........................................................                31
      Responsibility....................................................................                31
      Resignation.......................................................................                31
Amendment and Termination of the Indenture..............................................                31
      Amendment.........................................................................                31
      Termination.......................................................................                32
Legal Opinions..........................................................................                32
Auditors................................................................................                32
Bond Ratings............................................................................                33
</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 146 (``National Trust (Uninsured)'') and
Multistate Series 48 which consists of two separate underlying unit investment
trusts designated as the California Trust (Insured) and the New York Trust
(Insured) (the ``California Trust (Insured)'' and the ``New York Trust
(Insured)'', collectively, the ``State Trusts'', or singularly, the ``State
Trust'') (the ``Trusts'' or the ``Trust'' or in the case of the California Trust
(Insured) and the New York Trust (Insured) the ``Insured Trusts'' or the
``Insured Trust'' as the context requires) are composed of interest-bearing
municipal bonds and contracts and funds for the purchase thereof (the
``Securities''). The Securities in the State Trusts 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 Trusts, 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 portfolios of the Insured Trusts 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 each Insured Trust have received a rating of AAA by
Standard & Poor's Corporation. There can be no assurance that Units of the
Insured Trusts will retain this AAA rating. There is, of course, no guarantee
that the objectives of the Insured Trusts 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
                                      A-i
 <PAGE>
<PAGE>
element of market value in regard to the Securities thus insured. The insurance
on the Securities in the Insured Trusts does not protect Unit Holders from the
risk that the value of the units may decline. (See Part B--``The
Trust--Portfolio 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: ``Tax Status'' in Part B is amended so that the third paragraph is
deleted and replaced with the following two paragraphs:
 
        If the proceeds received by the Trust upon the sale or redemption of an
    underlying Security exceed a Unit Holder's adjusted tax cost allocable to
    the Security disposed of, that Unit Holder will realize a taxable gain to
    the extent of such excess. Conversely, if the proceeds received by the Trust
    upon the sale or redemption of an underlying Security are less than a Unit
    Holder's adjusted tax cost allocable to the Security disposed of, that Unit
    Holder will realize a loss for tax purposes to the extent of such
    difference.
 
        Any gain recognized on a sale or exchange of a Unit Holder's pro rata
    interest in a Security, and not constituting a realization of accrued
    ``market discount,'' and any loss will be a capital gain or loss, except in
    the case of a dealer or financial institution. Gain realized on the
    disposition of the interest of a Unit Holder in a market discount Security
    is treated as ordinary income to the extent the gain does not exceed the
    accrued market discount. A Unit Holder has an interest in a market discount
    Security in a case in which (i) the Unit Holder purchased a Unit after April
    30, 1993, and (ii) the tax cost for the Unit Holder's pro rata interest in
    the Security is less than the stated redemption price thereof at maturity
    (or the issue price plus original issue discount accrued up to the
    acquisition date, in the case of an original issue discount Security). Any
    capital gain or loss arising from the disposition of a Unit Holder's pro
    rata interest in a Security will be a long-term capital gain or loss if the
    Unit Holder has held his or her Units and the Trust has held the Security
    for more than one year. Under the Code, net capital gain (i.e., the excess
    of net long-term capital gain over net short-term capital loss) of
    individuals, estates and trusts is subject to a maximum nominal tax rate of
    28%. Such net capital gain may, however, result in a disallowance of
    itemized deductions and/or affect a personal exemption phase-out.
 
    In addition, the sixth paragraph of ``Tax Status'' in Part B is amended to
delete such paragraph and replace it with the following two paragraphs:
 
        Persons in receipt of Social Security benefits should be aware that a
    portion of such Social Security benefits may be includible in gross income.
    For a taxpayer whose modified adjusted gross income plus one-half of his or
    her Social Security benefits does not exceed $34,000 ($44,000 for married
    taxpayers filing a joint return), the includible amount is the lesser of (i)
    one-half of the Social Security benefits or (ii) one-half of the amount by
    which the sum of ``modified adjusted gross income'' plus one-half of the
    Social Security benefits exceeds $25,000 in the case of unmarried taxpayers
    and $32,000 in the case of married taxpayers filing a joint return. All
    other taxpayers receiving Social Security benefits are required to include
    up to 85% of their Social Security benefits in income.
 
        Modified adjusted gross income is adjusted gross income determined
    without regard to certain otherwise allowable deductions and exclusions from
    gross income, plus tax exempt interest on municipal obligations including
    interest on the Securities. To the extent that Social Security benefits are
    includible in gross income they will be treated as any other item of gross
    income and therefore may be taxable.
 
    Note: ``Public Offering of Units--Volume Discount'' in Part B is replaced
with the following:
 
    VOLUME DISCOUNT
 
    The sales charge per Unit will be computed by multiplying the Evaluator's
determination of the bid side evaluation of each Security by a sales charge
determined in accordance with the table set forth below based upon the number of
years remaining to the maturity of each such Security, totalling all such
calculations, and dividing this total by the number of Units then outstanding.
In calculating the date of maturity, a Security will be considered to mature on
its stated maturity date unless: (a) the Security has been called for redemption
or funds or securities have been placed in escrow to redeem it on an earlier
call date, in which case the call date will be deemed the date on which such
Security matures, or (b) the Security is subject to a mandatory tender, in which
case the mandatory tender date will be deemed the date on which such Security
matures.
 
                                      A-ii
<PAGE>
 
<TABLE>
<CAPTION>
                            (As Percent of Bid    (As Percent of Public
    Time to Maturity         Side Evaluation)        Offering Price)
        <S>                         <C>                   <C>
- -------------------------   ------------------    ---------------------
Less than six months.....              0%                     0%
Six months to 1 year.....          0.756%                  0.75%
Over 1 year to 2 years...          1.523%                  1.50%
Over 2 years to 4
years....................          2.564%                  2.50%
Over 4 years to 8
years....................          3.627%                  3.50%
Over 8 years to 15
years....................          4.712%                  4.50%
Over 15 years............          5.820%                  5.50%
</TABLE>
 
    The sales charge per Unit will be reduced pursuant to the following
graduated scale for sales to any person of at least 100 Units.
 
<TABLE>
<CAPTION>
     Number of Units        % of Sales Charge
        <S>                         <C>
- -------------------------   ------------------
Less than 100 Units......           100%
100-249 Units............            90%
250-499 Units............            80%
500-749 Units............            75%
750-999 Units............            70%
1,000 Units or More......            65%
</TABLE>
 
    The respective reduced sales charges as shown on each of the above charts
will apply to all purchases of Units in any fourteen day period by the same
person in the amounts stated herein, and for this purpose, purchases of Units of
a Trust will be aggregated with concurrent purchases of Units of any other trust
that may be offered by the Sponsor.
 
    Units held in the name of the purchaser's spouse, in the name of a
purchaser's child under the age of 21 or in the name of an entity controlled by
the purchaser are deemed for the purposes hereof to be acquired by the
purchaser. The reduced sales charges are also applicable to a trustee or other
fiduciary purchasing Units for a single trust estate or single fiduciary
account.
 
    Note: ``Rights of Unit Holders--Distribution of Interest and Principal'' in
Part B is amended so that the third sentence of the fifth paragraph of such
section reads, ``Record dates for monthly distributions will be the tenth day of
each month, record dates for quarterly distributions will be the tenth day of
January, April, July and October, and record dates for semi-annual distributions
will be the tenth day of January and July.'' The first sentence of the seventh
paragraph of such section is amended to read as follows, ``As of the tenth day
of each month, the Trustee will deduct from the Interest Account and, to the
extent funds are not sufficient therein, from the Principal Account, amounts
necessary to pay the expenses of the Trust. (See ``Expenses and Charges''.)''
 
Portfolio Summary
 
  National Trust (Uninsured)
 
    The Portfolio contains 13 issues of Securities of issuers located in 11
states and the Commonwealth of Puerto Rico. 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: 11.3%* of the Trust; health and hospital facilities: 34.0%* of the
Trust; housing facilities: 14.9%* of the Trust; lease facilities: 11.1%* of the
Trust; resource recovery facilities: 11.7%* of the Trust; utility facilities:
5.7%* of the Trust; miscellaneous: 11.3%* of the Trust. The Trust is
concentrated in health and hospital facilities Securities.
 
    The Portfolio also contains Securities representing 3.9%* 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 3.9%* 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.
 
- ------------
    * Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on April 22, 1994.
 
                                     A-iii
<PAGE>
 
    77.7%* of the Securities in the Trust are rated by Standard & Poor's
Corporation (2.1%* being rated AAA, 1.9%* being rated AA, 51.2%* being rated A
and 22.5%* being rated BBB) and 22.3%* of the Securities in the Trust are rated
by Moody's Investors Service (11.0%* being rated Aa and 11.3%* being rated Baa).
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 5.4% of the aggregate
principal amount of the Securities in the Trust (although only 1.2%* 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, estimates that 38.6% 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 12.7%* of the Trust was
acquired.
 
   California Trust (Insured)
 
    The Portfolio contains 10 issues of Securities of issuers located in the
State of California. 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: education facilities: 13.8%* of the
Trust; port facilities: 18.0%* of the Trust; transportation facilities: 12.7%*
of the Trust; utility facilities: 28.3%* of the Trust; water and sewer
facilities: 10.7%* of the Trust; miscellaneous: 16.5%* of the Trust. The Trust
is concentrated in utility facilities 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.
 
    Seven Securities in the Trust have been issued with an ``original issue
discount''. (See Part B--``Tax Status''.)
 
    Of these original issue discount bonds, approximately 7.8% of the aggregate
principal amount of the Securities in the Trust (although only 2.1%* 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: 38.1%*;
FGIC: 14.8%*; MBIA & MBIAC: 47.1%*.
 
   Alternative Minimum Tax
 
    The Sponsor's affiliate, The Prudential Investment Corporation, estimates
that 20.0% 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'').
 
- ------------
    * Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on April 22, 1994.
 
                                      A-iv
<PAGE>
 
   New York Trust (Insured)
 
    The Portfolio contains 9 issues of Securities of issuers located in the
State of New York. One of the issues (21.0%* of the Trust) is a general
obligation of a governmental entity and is backed by the general taxing power of
that entity. The 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: education facilities: 2.9%* of the
Trust; housing facilities: 18.0%* of the Trust; transportation facilities:
21.0%* of the Trust; utility facilities: 16.8%* of the Trust; water and sewer
facilities: 20.3%* of the Trust.
 
    The Portfolio also contains Securities representing 18.0%* 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 18.0%* 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.
 
    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.
 
    Four Securities in the Trust have been issued with an ``original issue
discount''. (see Part B--``Tax Status''.)
 
    Of these original issue discount bonds, approximately 12.5% of the aggregate
principal amount of the Securities in the Trust (although only 3.6%* 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: 23.8%*;
FSA: 17.6%*; FGIC: 6.5%*; MBIA & MBIAC: 52.1%*.
 
   Alternative Minimum Tax
 
    As of the date of the Summary of Essential Information, the Sponsor's
affiliate, The Prudential Investment Corporation, estimates that 37.8% 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 21.0%* of the Trust was
acquired.
 
- ------------
    * Percentages computed on the basis of the aggregate bid price of the
Securities in the Trust on April 22, 1994.
 
                                      A-v

<PAGE>
 
                        SUMMARY OF ESSENTIAL INFORMATION
 
                            NATIONAL MUNICIPAL TRUST
                                   SERIES 146
                                  (UNINSURED)
                              As of April 22, 1994
 
<TABLE>
     <S>                                                 <C>
FACE AMOUNT OF SECURITIES.......................... $9,120,000.00
NUMBER OF UNITS....................................         9,350
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
  REPRESENTED BY EACH UNIT.........................     1/9,350th
PUBLIC OFFERING PRICE
  Aggregate bid side evaluation of Securities in
    the Trust...................................... $9,007,477.50
  Divided by 9,350 Units........................... $      963.37
  Plus sales charge of 5.27% of Public Offering
    Price (5.565% of net amount invested in
    Securities).................................... $       53.61
                                                    -------------
  Public Offering Price per Unit(2)(4)............. $    1,016.98
                                                    -------------
                                                    -------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
  UNIT (based on bid side evaluation of underlying
  Securities, $53.61 less than Public Offering
  Price per Unit)(4)............................... $      963.37
                                                    -------------
                                                    -------------
</TABLE>

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--94.6%; at par--0%; at a discount from par--5.4%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: March 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
  of the Trust is less than $3,740,000.
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%
WEIGHTED AVERAGE LIFE TO MATURITY: 25.06 years
DATE OF DEPOSIT: February 19, 1992(1)
 
<TABLE>
<CAPTION>
                                                                                                    Monthly
                                                                                                    -------
   <S>                                                                                                <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
  Estimated Annual Income per Unit...............................................................   $68.03
  Less estimated annual expenses per Unit(3).....................................................     1.58
                                                                                                    -------
  Estimated Net Annual Income per Unit...........................................................   $66.45
                                                                                                    -------
                                                                                                    -------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................   $  .96
Daily Rate of Income Accrual per Unit............................................................   $.1846
Estimated Current Return (based on Public Offering Price)(5)(6)..................................     6.53 %
Estimated Long-Term Return(6)....................................................................     6.37 %
INTEREST DISTRIBUTION
  Estimated Net Annual Income per Unit 3 12......................................................   $ 5.53
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 April 22, 1994 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 April 29, 1994, the expected date
of settlement for the purchase of Units on April 22, 1994 was $18.46.
    (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 offering 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
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 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-vi

<PAGE>
 
                        SUMMARY OF ESSENTIAL INFORMATION
                            NATIONAL MUNICIPAL TRUST
                              MULTISTATE SERIES 48
                                CALIFORNIA TRUST
                                   (INSURED)
                              As of April 22, 1994
                   STANDARD & POOR'S CORPORATION RATING: AAA
 
<TABLE>
<S>                                                 <C>
FACE AMOUNT OF SECURITIES.......................... $6,010,000.00
NUMBER OF UNITS....................................         6,010
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
  REPRESENTED BY EACH UNIT.........................     1/6,010th
PUBLIC OFFERING PRICE
  Aggregate bid side evaluation of Securities in
    the
    Trust.......................................... $6,063,901.00
  Divided by 6,010 Units........................... $    1,008.97
  Plus sales charge of 4.65% of Public Offering
    Price (4.88% of net amount invested in
    Securities).................................... $       49.24
                                                    -------------
  Public Offering Price per Unit(2)(4)............. $    1,058.21
                                                    -------------
                                                    -------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
  UNIT (based on bid side evaluation of underlying
  Securities, $49.24 less than Public Offering
  Price per Unit)(4)............................... $    1,008.97
                                                    -------------
                                                    -------------
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--92.2%; at par--0%; at a discount from par--7.8%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: March 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
  of the Trust is less than $2,404,000.
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%
WEIGHTED AVERAGE LIFE TO MATURITY: 15.20 years
DATE OF DEPOSIT: February 19, 1992(1)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                    Monthly
                                                                                                    -------
   <S>                                                                                                <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
  Estimated Annual Income per Unit...............................................................   $63.08
  Less estimated annual expenses per Unit(3).....................................................     1.35
                                                                                                    -------
  Estimated Net Annual Income per Unit...........................................................   $61.73
                                                                                                    -------
                                                                                                    -------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................   $  .96
Daily Rate of Income Accrual per Unit............................................................   $.1715
Estimated Current Return (based on Public Offering Price)(5)(6)..................................     5.83 %
Estimated Long-Term Return(6)....................................................................     5.25 %
INTEREST DISTRIBUTION
  Estimated Net Annual Income per Unit 3 12......................................................   $ 5.14
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 April 22, 1994 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 April 29, 1994, the expected date
of settlement for the purchase of Units on April 22, 1994 was $16.88.
    (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 offering 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
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 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-vii
<PAGE>
 
                        SUMMARY OF ESSENTIAL INFORMATION
                            NATIONAL MUNICIPAL TRUST
                              MULTISTATE SERIES 48
                                 NEW YORK TRUST
                                   (INSURED)
                              As of April 22, 1994
                   STANDARD & POOR'S CORPORATION RATING: AAA
 
<TABLE>
     <S>                                                 <C>
FACE AMOUNT OF SECURITIES.......................... $3,995,000.00
NUMBER OF UNITS....................................         4,000
FRACTIONAL UNDIVIDED INTEREST IN THE TRUST
  REPRESENTED BY EACH UNIT.........................     1/4,000th
PUBLIC OFFERING PRICE
  Aggregate bid side evaluation of Securities in
    the
    Trust.......................................... $3,896,795.80
  Divided by 4,000 Units........................... $      974.20
  Plus sales charge of 5.05% of Public Offering
    Price (5.314% of net amount invested in
    Securities).................................... $       51.77
                                                    -------------
  Public Offering Price per Unit(2)(4)............. $    1,025.97
                                                    -------------
                                                    -------------
REDEMPTION PRICE AND SPONSOR'S REPURCHASE PRICE PER
  UNIT (based on bid side evaluation of underlying
  Securities, $51.77 less than Public Offering
  Price per Unit)(4)............................... $      974.20
                                                    -------------
                                                    -------------
</TABLE>

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--87.5%; at par--0%; at a discount from par--12.5%
EVALUATOR'S FEE FOR EACH EVALUATION: Maximum of $14.
EVALUATION TIME: 3:30 P.M. New York time
MANDATORY TERMINATION DATE: March 1, 2042
MINIMUM VALUE OF TRUST: The Trust may be terminated if the value
  of the Trust is less than $1,600,000.
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%
WEIGHTED AVERAGE LIFE TO MATURITY: 20.09 years
DATE OF DEPOSIT: February 19, 1992(1)
 
<TABLE>
<CAPTION>
                                                                                                    Monthly
                                                                                                    -------
<S>                                                                                                   <C>
CALCULATION OF ESTIMATED NET ANNUAL INCOME PER UNIT
  Estimated Annual Income per Unit...............................................................   $61.46
  Less estimated annual expenses per Unit(3).....................................................     1.55
                                                                                                    -------
  Estimated Net Annual Income per Unit...........................................................   $59.91
                                                                                                    -------
                                                                                                    -------
Trustee's Annual Fee per $1,000 principal amount of underlying Securities........................   $  .96
Daily Rate of Income Accrual per Unit............................................................   $.1664
Estimated Current Return (based on Public Offering Price)(5)(6)..................................     5.84 %
Estimated Long-Term Return(6)....................................................................     5.45 %
INTEREST DISTRIBUTION
  Estimated Net Annual Income per Unit 3 12......................................................   $ 4.99
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 April 22, 1994 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 April 29, 1994, the expected date
of settlement for the purchase of Units on April 22, 1994 was $16.58.
    (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 offering 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
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 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-viii
<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 each of the State Trusts. 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 continued through the end of 1993.
Employment levels are expected to stabilize before net employment starts to
increase, and pre-recession job levels are not expected to be reached for
several more years. Unemployment is expected to remain above 9% through 1994.
 
    The recession has seriously affected State tax revenues, which basically
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. As a result, the State has experienced recurring budget deficits.
The State Controller reports that expenditures exceeded revenues for four of the
five fiscal years ending with 1991-92. Revenues and expenditures were
essentially equal in 1992-93, but the original budget for that year projected
revenues exceeding expenditures by $2.6 billion. By June 30, 1993, according to
the Department of Finance, the State's Special Fund for Economic Uncertainties
had a deficit, on a budget basis, of approximately $2.8 billion. A further
consequence of the large budget imbalances over the last three fiscal years has
been that the State depleted its available cash resources and has had to use a
series of external borrowings to meet its cash needs.
 
    California has yet to share in the national economic upturn. Throughout
1993, nonagricultural wage and salary employment - the broadest, most currently
available measure of regional economic activity - continued to decline. Since
reaching a peak in the Spring of 1990, the State has lost over 850,000 payroll
jobs, making this by far the longest and deepest downturn of the post-World War
II era. By contrast, in both the 1969-70 and 1981-82 recessions, the State had
recovered its job losses by two years after the start of the recession.
 
    Major cuts in federal defense spending are now recognized as the main source
of the recession and the largest obstacle to recovery. This year and for the
next several years to come, the principal question in the California outlook is
when and whether other elements in the State's economy can muster sufficient
strength to overcome the continuing drag of defense cuts. The 1994-95 Governor's
Budget forecast does not contemplate a significant recovery in 1994, but
anticipates stabilization of the economy and a modest recovery in 1995. This
pattern produces an annual average decline in nonfarm employment of 0.6%, an
improvement from 1993's 1.4% drop and the 1.5% decline in 1992. Next year,
employment is forecast to increase a modest 0.7%.
 
    Personal income growth in 1993 was held below 1% due to tax-driven bonus
activity which artificially boosted income in 1992. Following President
Clinton's election, bonus and stock option payments added $5 to $6 billion to
fourth quarter 1992 personal income, as individuals shifted income to avoid
promised federal tax increases. With income having fallen sharply in the first
quarter of 1993, it is clear that this surge was ``borrowed'' from 1993. It also
appears that year-end 1993 bonus activity was weaker than normal, since part of
the late-1992 surge reflected the exercise of stock options which would have
otherwise occurred in 1993 to 1995.
 
    Personal income is expected to increase 4% in 1994 and 5% in 1995,
reflecting a more normal relationship between employment and income. The main
elements of this forecast include: further declines in aerospace and electronics
manufacturing, albeit at a reduced pace compared to 1993; a modest pickup in
homebuilding and a stabilization in nonresidential construction; continued
restructuring in finance, the utilities and air transportation; and slow gains
in retail sales and wholesale and retail employment.
 
                                      A-ix
<PAGE>
 
    There are some bright spots in the economy which may be sufficient in 1994
to offset the continued drop in defense outlays. These include a small upturn in
housing, mainly related to lower interest rates; a continued recovery in
tourism, entertainment and recreation; and improved foreign trade prospects,
especially late this year and in 1995. Business services--mainly temporary
employment agencies and management and consulting and research and development,
which includes the biotechnology industry--are also expected to contribute
growth this year and next.
 
    California, along with other areas of the nation, continues to experience
the effects of corporate downsizing. By 1995, it is expected that a substantial
portion of this restructuring will have run its course. A more stable situation
in finance, the utilities and air transportation, for example, should allow
modest gains in total employment by next year.
 
    The rate of decline in defense-related aerospace is forecast to moderate
slowly over the next several years, from a 17% plunge in 1993, to 14% in 1994
and 11% in 1995. In addition, there is evidence that cuts in defense employment
are ``front-loaded'', as firms strive to slash overhead costs, including
management and technical staffs, in order to remain profitable in a shrinking
market. It is likely that President Clinton's election and his February 1993
budget announcement triggered a further reassessment of long range strategies in
many aerospace firms, and was at least partially responsible for the steep drop
in employment last year.
 
    Base closings--the other element of defense cuts--are expected to play a
somewhat smaller role in 1994, but could be a renewed source of weakness
thereafter. Closures scheduled for 1994 will directly remove about 14,000
civilian and military jobs from the State. In 1995, scheduled closures will
result in the loss of about 32,400 jobs. All told, the base closure impact will
be twice as large in 1995 as in 1994.
 
    On January 17, 1994, a major earthquake measuring 6.6 on the Richter Scale
struck in Los Angeles. Significant property damage to private and public
facilities occurred in a four-county area including northern Los Angeles County,
Ventura County, and parts of Orange and San Bernardino Counties, which were
declared as State and federal disaster areas by January 18. Preliminary
estimates of total property damage (private and public) are in the range of $15
billion or more, however, precise estimates of the damage are being developed
and may change.
 
    Despite such damage, on the whole, the vast majority of structures in the
areas, including large manufacturing and commercial buildings and all modern
high-rise offices, survived the earthquake with minimal or no damage, validating
the cumulative effect of strict building codes and thorough preparation for such
emergency by the State and local agencies.
 
    Damage to State-owned facilities included transportation corridors and
facilities such as Interstate Highways 5 and 10 and State Highways 14, 118 and
210, and certain other State facilities, including the campus at California
State University Northridge and the Van Nuys State Office Building and some
damage to University of California at Los Angeles. Aside from the road and
bridge closures, it is not expected that this damage will interfere
significantly with ongoing State government operations. The State in conjunction
with the federal government is committed to providing assistance to local
governments, individuals and businesses suffering damage as a result of the
earthquake, as well as to provide for the repair and replacement of State-owned
facilities. The federal government will provide substantial earthquake
assistance. Congress has passed $8.6 billion in federal assistance.
 
    The State believes that this event will not impact its ability to pay the
principal and interest on $3,200,000,000 in revenue anticipation warrants to be
sold on February 15, 1994.
 
  1993-94 Budget
 
    The Governor's Budget introduced on January 8, 1993 proposed General Fund
expenditures of $37.3 billion, with projected revenues of $39.9 billion. It also
proposed Special Fund expenditures of $12.4 billion and Special Fund revenues of
$12.1 billion. To balance the budget in the face of declining revenues, the
Governor proposed a series of revenue shifts from local government, reliance on
increased federal aid, and reductions in State spending.
 
    The May Revision of the Governor's Budget, released on May 20, 1993,
indicated that the revenue projections of the January Budget proposal were
tracking well, with the full year 1992-93 about $80 million higher than the
January projection. Personal income tax revenue was higher than projected, sales
tax was close to target, and bank and corporation taxes were lagging behind
projections. The May Revision projected the State would have an accumulated
deficit of about $2.75 billion by June 30, 1993. The Governor proposed to
eliminate this deficit over an 18-month period. He also agreed to retain the
0.5% sales tax scheduled to expire June 30, 1993 for a six-month period,
dedicated to local public safety purposes, with a November election to determine
a permanent extension. Unlike previous years, the Governor's Budget and May
Revision did not calculate a ``gap'' to be closed, but rather set forth revenue
and expenditure forecasts and proposals designed to produce a balanced budget.
 
                                      A-x
<PAGE>
 
    The 1993-94 Budget Act was signed by the Governor on June 30, 1993, along
with implementing legislation. The Governor vetoed about $71 million in
spending. With enactment of the Budget Act, the State carried out its regular
cash flow borrowing program for the fiscal year with the issuance of $2 billion
of revenue anticipation notes maturing June 28, 1994.
 
    The 1993-94 Budget Act was predicated on revenue and transfer estimates of
$40.6 billion, about $700 million higher than the Governor's Budget, but still
about $400 million below 1992-93 (and the second consecutive year of actual
decline). The principal reasons for declining revenue are the continued weak
economy and the expiration (or repeal) of three fiscal steps taken in 1991--a
half cent temporary sales tax, a deferral of operating loss carry forwards, and
repeal by initiative of a sales tax on candy and snack foods.
 
    The 1993-94 Budget Act also assumed Special Fund revenues of $11.9 billion,
an increase of 2.9% over 1992-93. The 1993-94 Budget Act includes General Fund
expenditures of $38.5 billion (a 6.3% reduction from projected 1992-93
expenditures of $41.1 billion), in order to keep a balanced budget within the
available revenues. The Budget also includes Special Fund expenditures of $12.1
billion, a 4.2% increase. The Budget Act reflects the following major
adjustments:
 
    1. Changes in local government financing to shift about $2.6 billion in
property taxes from cities, counties, special districts and redevelopment
agencies to school and community college districts. The property tax losses for
cities and counties were offset in part by additional sales tax revenues and
mandate relief. Lawsuits have been filed by several local government agencies
challenging the shift of property taxes. In November 1993 the voters approved
the permanent extension of the 0.5% sales tax for local public safety purposes.
 
    2. The Budget projected K-12 Proposition 98 funding on a cash basis at the
same per-pupil level as 1992-93 by providing schools a $609 million loan payable
from future years' Proposition 98 funds.
 
    3. The Budget assumed receipt of $692 million in aid to the State from the
federal government to offset health and welfare costs associated with foreign
immigrants living in the State. About $411 million of this amount was one-time
funding. Congress ultimately appropriated only $450 million.
 
    4. Reductions of $600 million in health and welfare programs.
 
    5. Reductions of $400 million in support for higher education.
 
    6. A two year suspension of the renters' tax credit ($390 million
expenditure reduction in 1993-94).
 
    7. Various miscellaneous cuts (totalling approximately $150 million) in
State government services in many agencies, up to 15%.
 
    8. Miscellaneous one-time items, including deferral of payment to the Public
Employees Retirement Fund ($339 million) and a change in accounting for debt
service from accrual to cash basis, saving $107 million.
 
    The Governor's 1994-95 Budget, released on January 7, 1994, indicates that
the continued sluggish performance of the State's economy will have an adverse
effect on results for the 1993-94 fiscal year. Revenues are now projected to be
$39.7 billion, about $900 million less than the 1993-94 Budget Act, even though
revenues in the first half of the fiscal year have been close to original
projections.
 
    A Commission on State Finance Report issued in December 1993 reviewed the
budget predictions for the 1993-94 and 1994-95 fiscal years. The Commission
Report projected 1993-94 results similar to the information contained in the
Governor's 1994-95 Budget. The Commission Report noted that the adverse revenue
and expenditure trends would affect the 1994-95 budget, so that the combined
two-year results would be an estimated $3.8 billion out of balance compared to
the projections when the 1993-94 Budget Act was adopted. These factors are also
recognized in the Governor's 1994-95 Budget.
 
    A key feature of the 1993-94 Budget Act was a plan to retire the accumulated
$2.8 billion 1992-93 fiscal year budget deficit by December 31, 1994. The
18-month plan uses existing statutory authority to borrow $2.8 billion
externally. The 1993-94 Budget Act provided that $1.6 billion of the deficit
elimination loan would be repaid by December 23, 1993 from a portion of the
proceeds of the $2.0 billion revenue anticipation warrants issued on June 23,
1993. Legislation enacted with the 1993-94 Budget Act directed the Controller to
issue $2.1 billion in registered reimbursement warrants in the 1993-94 fiscal
year, to mature in December 1994, to fund the balance of the accumulated deficit
(the ``Warrants''). The law also created in the State Treasury a Deficit
Retirement Fund. The Controller is directed to transfer from the General Fund to
the Deficit Retirement Fund the sum of $1.2 billion in two equal installments on
September 15, 1994 and December 14, 1994, which moneys will be used to retire
the Warrants. With the combined program to balance the budget
                                      A-xi

<PAGE>
over the period 1993-94 and 1994-95, the Governor's plan projects a General Fund
balance of $260 million on June 30, 1995.
 
  1994-95 Budget
 
    The 1994-95 fiscal year will represent the fourth consecutive year the
Governor and Legislature will be faced with a very difficult budget environment
to produce a balanced budget. Many program cuts and budgetary adjustments have
already been made in the last three years. The Governor's Budget once again does
not calculate a ``gap'' which must be ``closed''; rather it sets forth revenue
and expenditure forecasts and revenue and expenditure proposals which result in
a balanced budget, including elimination of the accumulated 1992-93 Budget Act
deficit of $2.8 billion.
 
    The Governor's Budget projects General Fund revenues and transfers in
1994-95 of $41.3 billion, about $1.4 billion above 1993-94. Included in these
projections are receipt of $2.0 billion in new federal aid to reimburse the
State for the cost of educating and incarcerating undocumented foreign
immigrants (President Clinton's Budget, released February 7, 1994, does not
include any significant amounts for such reimbursement), the transfer of 0.5% of
the State sales tax to counties, and tax relief of about $95 million proposed by
the Governor for low and moderate income taxpayers. The Governor's Budget also
includes receipt of $600 million assuming the State will prevail in the Barclays
Bank case now before the U.S. Supreme Court. The Governor's Budget projects
Special Fund revenues of $13.7 billion, an increase of 9.6% over 1993-94 (in
part reflecting the tax shift to counties).
 
    The Governor's Budget projects General Fund expenditures of $38.8 billion (a
1.3% reduction from projected 1993-94 expenditures of $39.3 billion), in order
to keep a balanced budget which pays off the accumulated deficit, within the
available revenues. The Governor's Budget also proposes Special Fund
expenditures of $13.7 billion, a 5.4% increase.
 
    The Governor proposes to achieve the General Fund reductions and balance the
1994-95 Budget with the following major adjustments:
 
    1. Receipt in 1994-95 of about $700 million in additional federal funds for
health and welfare which would reduce a like amount in General Fund
expenditures.
 
    2. Reductions of approximately $800 million in health and welfare programs.
 
    3. The Governor's Budget provides continued support for the base level of
funding for the University of California and the California State University,
but does not include additional funding for enrollment growth.
 
    4. The Governor's Budget proposes an increase of about $2 billion in
Proposition 98 General Fund support for K-14 education, exceeding the
Proposition 98 guarantee, reflecting an increase for enrollment growth and a
small decrease for inflation. Per-student funding is proposed to remain the same
as in the prior year. The proposal reflects transfer back to counties from
school districts of $1.1 billion of property taxes, with the General Fund to
make up the shift.
 
    5. Various miscellaneous cuts (totalling approximately $75 million).
 
    The Governor's Budget proposes the largest restructuring of the State-county
relationship since Proposition 13. The proposal's objectives are to: (1) promote
economic development, (2) promote local control and accountability, (3)
establish fiscal incentives for program performance, and (4) reduce bureaucracy.
In total, the proposal is a $5.4 billion transaction constructed with existing
revenue sources. However, the proposal is fiscally neutral and primarily affects
counties, with a minor benefit to cities. Special districts and redevelopment
agencies are not included in the proposal.
 
    The proposal calls for expanding the 1991 State-Local Realignment program
from its current $2.1 billion level by increasing the counties' share of the
State sales tax from 1/2 cent to 1 cent ($1.4 billion), transferring property
tax revenue from schools to the counties ($1.1 billion), and increasing other
county revenues ($0.3 billion). In addition, the State would assume
responsibility for a greater share of trial costs ($0.4 billion). With these
additional county resources, the counties will assume a greater share of costs
for AFDC (aid to families with dependent children) ($1.1 billion), and Medi-Cal
($1.3 billion) as well as assume full responsibility for Foster Care, In-Home
Supportive Services, Alcohol and Drug programs and functions previously funded
from the County Services Block Grant ($0.8 billion).
 
    The Governor's Budget proposes no tax or revenue increases. Therefore, if
the health and welfare proposals are not adopted or if the federal aid will not
be forthcoming as proposed, additional program cuts would have to be made in the
1994-95 fiscal year to keep the budget in balance. The Governor's Budget
projects the June 30, 1995 ending balance of the budget reserve, the Special
Fund for Economic Uncertainties, to be about $260 million, or less than 0.5% of
General Fund revenues.
 
                                     A-xii
<PAGE>
 
    The Governors's Budget assumes the State's regular cash flow borrowing
program in 1994-95, and assumes the budget will be adopted on time. Cash
resources at the start of the 1994-95 fiscal year are projected to be
insufficient to meet all obligations without external borrowing, such as revenue
anticipation notes, reimbursement or refunding warrants or registered warrants
as occurred in 1992.
 
    The Governor's Budget continues to predict that population growth in the
1990s will keep upward pressure on major State programs, such as K-14 education,
health, welfare and corrections, outstripping projected revenue growth in an
economy only very slowly emerging from a deep recession. The Governor's health,
welfare and local government realignment continues his efforts to keep
expenditures in line with resources in the long term. The Governor's Budget also
proposes significant restructuring of State government, with elimination and
consolidation of several agencies and numerous smaller boards, and a change to
``performance budgeting,'' which would be efficient and cost-effective.
 
    THE FOREGOING DISCUSSION OF THE 1993-94 AND 1994-95 FISCAL YEAR BUDGETS 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 1993-94 AND 1994-95 FISCAL YEAR BUDGETS IS
BASED ON ESTIMATES AND PROJECTIONS OF REVENUES AND EXPENDITURES FOR THE CURRENT
AND UPCOMING FISCAL YEARS 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.
 
    Article XIIIB, as amended by Proposition 98 on November 8, 1988, also
establishes a minimum level of State funding for school and community college
districts and requires that excess revenues up to a certain limit be transferred
to schools and community college districts instead of returned to the taxpayers.
Determination of the minimum level of funding is based on several tests set
forth in Proposition 98. During fiscal year 1991-92 revenues were smaller than
expected, thus reducing the payment owed to schools in 1991-92 under alternate
``test'' provisions. In response to the changing revenue situation, and to fully
fund the Proposition 98 guarantee in the 1991-92 and 1992-93 fiscal years
without exceeding it, the Legislature enacted legislation to reduce 1991-92
appropriations. The amount budgeted to schools but which exceeded the reduced
appropriation was treated as a non-Proposition 98 short-term loan in 1991-92. As
part of the 1992-93 Budget, $1.083 billion of the amount budgeted to K-14
schools was designated to ``repay'' the prior year loan, thereby reducing cash
outlays in 1992-93 by that amount. To maintain per-average daily attendance
(``ADA'') funding, the 1992-93 Budget included loans of $732 million to K-12
schools and $241 million to community colleges, to be repaid from future
Proposition 98 entitlements. The 1993-94 Budget also provided new loans of $609
million to K-12 schools and $178 million to community colleges to maintain ADA
funding. These loans have been combined with the 1992-93 fiscal year loans into
one loan of $1.760 billion, to be repaid from future years' Proposition 98
entitlements, and conditioned upon
                                     A-xiii

<PAGE>
maintaining current funding levels per pupil at K-12 schools. A Sacramento
County Superior Court in California Teachers' Association, et al. v. Gould, et
al., has ruled that the 1992-93 loans to K-12 schools and community colleges
violate Proposition 98. The impact of the court's ruling on the State budget and
funding for schools is unclear and will remain unclear until the court's written
ruling, which is currently being prepared, is issued.
 
    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 other State programs,
especially to the extent the Article XIIIB spending limit would restrain the
State's ability to fund such other programs by raising taxes.
 
  State Indebtedness
 
    As of January 28, 1994, the State had over $17.74 billion aggregate amount
of its general obligation bonds outstanding. General obligation bond
authorizations in the aggregate amount of approximately $6.26 billion remained
unissued as of January 28, 1994. The State also builds and acquires capital
facilities through the use of lease purchase borrowing. As of June 30, 1993, the
State had approximately $3.99 billion of outstanding Lease-Purchase Debt.
 
    In addition to the general obligation bonds, State agencies and authorities
had approximately $22.28 billion aggregate principal amount of revenue bonds and
notes outstanding as of June 30, 1993. 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.
Examples of such cases include challenges to the State's method of taxation of
certain businesses, challenges to certain vehicle license fees, and challenges
to the State's use of Public Employee Retirement System funds to offset future
State and local pension contributions. Other cases which could significantly
impact revenue or expenditures involve reimbursement to school districts for
voluntary school desegregation and state mandated costs, challenges to Medi-Cal
eligibility, recovery for flood damages, and liability for toxic waste cleanup.
Because of the prospective nature of these proceedings, it is not presently
possible to predict the outcome of such litigation or estimate the potential
impact on the ability of the State to pay debt service on its obligations.
 
  Ratings
 
    As a result of the deterioration in the State's budget and cash situation in
fiscal year 1991-92, and the delay in adopting the 1992-93 budget which resulted
in issuance of registered warrants, rating agencies reduced the State's credit
rating. Between October 1991 and October 1992, the rating on the State's general
obligation bonds was reduced by Standard & Poor's Corporation (``Standard &
Poor's'') from ``AAA'' to ``A'', by Moody's Investors Service, Inc.
(``Moody's'') from ``Aaa'' to ``Aa'', and by Fitch Investors Service, Inc. from
``AAA'' to ``AA''. 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
or withdrawn.
 
    The January 1994 Los Angeles earthquake may negatively impact the ability of
certain issuers to make scheduled interest and principal payments, for example,
if the specific project for which bonds were issued is damaged or if revenues
backing certain bonds decline. In addition, the impact on tourism and business
spending resulting from earthquake damage and any delay in its repair could
negatively impact the ability of certain issuers to make timely debt payments.
Further, as with the October 1989 Loma Prieta earthquake that struck San
Francisco, lawsuits may be filed against State agencies. Both Moody's and
Standard & Poor's have said that it is too soon to offer official assessments of
the damage
                                     A-xiv

<PAGE>
and its effect on bondholders. However, Moody's has also stated that because the
pledge to make debt service payments for general obligation bonds and essential
purpose revenue bonds is absolute and unconditional, it does not expect any
rating adjustment over the short-term for such bonds. The Sponsor is unable to
predict the effects of this earthquake or any other future natural disaster on
the bonds in the Portfolio of the Trust.
 
New York Trust
 
   New York State
 
    The recent national and regional economic recession has caused a substantial
reduction in State tax receipts. This reduction is the principal cause of the
imbalance between recurring receipts and disbursements that faced the Governor
and Legislature in the adoption of the budget for the 1991-92 and subsequent
fiscal years. The Governor is required by the State Constitution to submit an
Executive Budget that balances receipts and disbursements.
 
    As a result of the recent national and regional economic recession, the
State's projections of tax revenues for its 1991-92 and 1992-93 fiscal years
were substantially reduced. Consequently, the State took various actions for its
1991-92 fiscal year, which included increases in certain State taxes and fees,
substantial decreases in certain expenditures from previously projected levels,
including cuts in State operations and reductions in State aid to localities,
and the sale of $531 million of short-term deficit notes prior to the end of the
State's 1991-92 fiscal year. The State's 1992-93 budget was passed on time,
closing an estimated $4.8 billion imbalance resulting primarily from the
national and regional economic recession. Major budgetary actions included a
freeze in the scheduled reduction in the personal income tax and business tax
surcharge, adoption of significant Medicaid cost containment or revenue
initiatives, and cost reductions in both agency operations and grants to local
governments from previously anticipated levels. For its 1992-93 fiscal year, the
State had a balanced budget on a cash basis with a positive margin of $671
million. This performance was primarily attributable to income tax collections
that were more than $700 million higher than originally projected.
 
    The January 18, 1994 revision to the 1993-94 State Financial Plan projects a
General Fund surplus of $299 million reflecting an improving economy. Positive
developments affecting both receipts and disbursements contributed to this
improved outlook. Total receipts and transfers from other funds are estimated at
$32.862 billion and total disbursements and transfers to other funds are
estimated at $32.182 billion. Also included are a $67 million repayment to the
State's Tax Stabilization Reserve Fund and a $314 million transfer to the
State's Contingency Reserve Fund.
 
    The 1994-95 State Financial Plan projects a balanced General Fund with total
receipts and transfers from other funds estimated at $33.422 billion, including
the 1993-94 $299 million surplus, and total disbursements and transfers to other
funds estimated at $33.399 billion. Also included is a $23 million repayment to
the State's Tax Stabilization Reserve Fund resulting in a projected balance of
$157 million at the end of fiscal 1994-95. The projected April 1, 1994 balance
in the Contingency Reserve Fund is $311 million.
 
    The State has noted that its forecasts of tax receipts have been subject to
variance in recent fiscal years. In addition, many uncertainties exist in
forecasts of both national and State economies, including consumer attitudes
toward spending, Federal financial and monetary policies, the availability of
credit, and the condition of the world economy which could have an adverse
effect on the State. As a result of these uncertainties and other factors,
actual results could differ materially and adversely from the State's current
projections and the State's projections could be materially and adversely
changed from time to time. To address any potential budgetary imbalance, the
State may need to take significant actions to align recurring receipts and
disbursements in future fiscal years.
 
    On January 13, 1992, Standard & Poor's reduced its ratings on the State's
general obligation bonds from A to A-and, in addition, reduced its ratings on
the State's moral obligation, lease purchase, guaranteed and contractual
obligation debt. On March 9, 1993, Standard & Poor's confirmed its A-rating with
respect to the State's general obligation bonds. However, on February 14, 1994,
Standard & Poor's revised its stable rating outlook assessment on State general
obligation debt to positive. On January 6, 1992, Moody's reduced its ratings on
outstanding limited-liability State lease purchase and contractual obligations
from A to Baa1. On December 20, 1993, Moody's reconfirmed its A rating on the
State's general obligation long-term indebtedness.
 
   State Authorities
 
    The fiscal stability of the State is related to the fiscal stability of its
authorities, which generally have responsibility for financing, constructing,
and operating revenue-producing public benefit facilities. Certain authorities
of the State, including the State Housing Finance Agency (``HFA''), the Urban
Development Corporation (``UDC'') and the Metropolitan Transportation Authority
(``MTA'') have faced and continue to experience substantial financial
difficulties which could
                                      A-xv

<PAGE>
adversely affect the ability of such authorities to make payments of interest
on, and principal amounts of, their respective bonds. Should any of its
authorities default on their respective obligations, the State's access to
public credit markets could be impaired. The difficulties have in certain
instances caused the State (under its so-called ``moral obligation'') to
appropriate funds on behalf of the authorities. Moreover, it is expected that
the problems faced by these authorities will continue and will require
increasing amounts of State assistance in future years. Failure of the State to
appropriate necessary amounts or to take other action to permit those
authorities having financial difficulties to meet their obligations (including
HFA, UDC and MTA) could result in a default by one or more of the authorities.
Such default, if it were to occur, would be likely to have a significant adverse
effect on investor confidence in, and therefore the market price of, obligations
of the defaulting authority.
 
    The MTA oversees the operation of New York City's subway and bus lines by
its affiliates, the New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the ``Transit Authority'' or
the ``TA''). Through MTA's subsidiaries, the Long Island Railroad Company, the
Metro-North Commuter Railroad Company and the Metropolitan Suburban Bus
Authority, the MTA operates certain commuter rail and bus lines in the New York
metropolitan area. In addition, the Staten Island Rapid Transit Operating
Authority, an MTA subsidiary, operates a rapid transit line on Staten Island.
Through its affiliated agency, the Triborough Bridge and Tunnel Authority (the
``TBTA''), the MTA operates certain intrastate toll bridges and tunnels. Because
fare revenues are not sufficient to finance the mass transit portion of these
operations, the MTA has depended and will continue to depend for operating
support upon a system of State, local government and TBTA support, and to the
extent available, Federal operating assistance, including loans, grants and
operating subsidies.
 
    For 1993, the TA had an estimated closing cash balance of approximately $39
million and projects a 1994 cash surplus of $77.6 million. The MTA Board
approved an increase in TBTA tolls which took effect January 31, 1993. Since
TBTA operating surpluses help subsidize TA operations, the TBTA toll increase
and other developments eliminated an earlier projected budget gap of $266
million. If any of the assumptions used in making these projections prove
incorrect, the TA's financial results could deteriorate and the TA would be
required to seek additional State assistance, raise fares even higher or take
other actions. Legislation was enacted in April 1993, relating to MTA's
1992-1996 Capital Program, that approved the funding of a portion of the $9.56
billion Capital Program. The required approval of the State Capital Program
Review Board was obtained on December 17, 1993.
 
   New York City
 
    The fiscal health of the State is closely related to the fiscal health of
its localities, particularly The City of New York (the ``City''), which has
required and continues to require significant financial assistance from the
State which financial assistance could be affected by State revenue shortfalls
or spending increases beyond its projections. For each of its 1981 through 1993
fiscal years, the City, as required by State law, achieved balanced operating
results, in accordance with GAAP.
 
    The New York State Financial Emergency Act for The City of New York (the
``Financial Emergency Act''), among other things, established the New York State
Financial Control Board (the ``Control Board'') to oversee the City's financial
affairs. The City operates under a four-year financial plan which is prepared
annually and is updated quarterly. The City submits its financial plans as well
as the updates quarterly to the Control Board for its review. The Municipal
Assistance Corporation for The City of New York (``MAC'') and the Office of the
State Deputy Comptroller for The City of New York (``OSDC'') assist the Control
Board in exercising its powers and responsibilities and exercise various
monitoring functions relating to the City's financial position.
 
    The City's economy, although out of the recent long recession, is expected
to experience only moderate growth, with the local economy being held back by
the continuing weakness in important international economies. During each of the
fiscal years 1990-1993, as a result of the slowing economy, the City experienced
significant shortfalls from earlier projections in almost all of its major tax
sources, and was required to take exceptional measures to close substantial
budget gaps in order to maintain balanced budgets. The City's Financial Plan for
the 1994-97 fiscal years submitted on August 30, 1993 and modified in February
1994, sets forth actions to close a projected budget gap of $2.0 billion for the
1994 fiscal year which include productivity savings and savings from
restructuring the delivery of City services, service reductions, and the sale of
deliquent real property tax receivables. The Financial Plan also outlines
projected budget gaps of $2.3 billion, $3.2 billion and $3.3 billion for the
1995 through 1997 fiscal years, respectively.
 
    As of June 30, 1993, the combined outstanding long-term indebtedness of the
City, MAC, the New York City Samurai Funding Corporation and certain public
benefit corporations was $25.7 billion up from $24.5 billion as of June 30,
1992.
 
                                     A-xvi
<PAGE>
 
    As of June 30, 1993, the City estimated that its potential future liability
on account of outstanding claims against it amounted to approximately $2.2
billion and while the outcome of the proceedings and claims are not currently
predictable, adverse determinations in certain of them might have a material
adverse effect upon the City's ability to carry out the 1994-1997 Financial
Plan.
 
    On July 2, 1993, Standard and Poor's confirmed its A-rating of City bonds
and continued its negative rating outlook assessment. On February 11, 1991,
Moody's Investors Service lowered its rating on the City's general obligation
bonds from A to Baa1.
 
   Other New York Localities
 
    Certain localities in addition to New York City could also have financial
problems leading to requests for additional State assistance in the future. The
potential impact on the State of any such requests by localities is not included
in the 1993-94 and 1994-95 Financial Plans.
 
    Municipalities and school districts have engaged in substantial short-term
and long-term borrowings. In 1992, the total indebtedness of all other
localities in the State besides New York City was approximately $15.7 billion.
Although the 1992 level of deficit financing which totalled $131.1 million was
unprecedented, only $5.5 million in deficit financing was authorized for 1993.
Such deficit financing is not expected to have a material adverse effect on the
financial condition of the State. Certain proposed Federal expenditure
reductions would reduce, or in some cases eliminate, Federal funding of some
local programs and accordingly might impose substantial increased expenditure
requirements on affected localities. If the State, the City or any of the
Authorities were to suffer serious financial difficulties jeopardizing their
respective access to the public credit markets, the marketability of notes and
bonds issued by localities within the State could be adversely affected.
Localities also face anticipated and potential problems resulting from certain
pending litigation, judicial decisions, and long-range economic trends. The
longer range problems of declining urban population, increasing expenditures,
and other economic trends could adversely affect localities and require
increasing State assistance in the future.
 
   Litigation
 
    The State is the subject of numerous legal proceedings relating to State
finances, State programs and miscellaneous tort, real property and contract
claims in which the State is a defendant and where monetary damages sought are
substantial. These proceedings could adversely affect the financial condition of
the State.
 
   Economy
 
    A national recession commenced in mid-1990. The downturn continued
throughout the State's 1990-91 fiscal year and was followed by a period of weak
economic growth during the 1991 and 1992 calendar years. For calendar year 1993,
the economy grew faster than in 1992, but still at a very moderate rate, as
compared to other recoveries. Moderate economic growth is expected to continue
in calendar year 1994 at a slightly faster rate than 1993. Economic recovery
started considerably later in the State than in the nation as a whole due in
part to the significant retrenchment in the banking and financial services
industry, downsizing by several major corporations, cutbacks in defense
spending, and an oversupply of office buildings. There can be no assurance that
the State economy will not experience worse-than-predicted results in the
1993-94 and 1994-95 fiscal years, with corresponding material and adverse
effects on the State's projections of receipts and disbursements.
 
    Over the long term, serious potential economic problems may continue to
aggravate State and local financial conditions. For decades, the State economy
has grown more slowly than the nation as a whole, resulting in the gradual
erosion of the State's relative economic affluence and tax base, and the
relocation of certain manufacturing operations and executive offices outside the
State. The causes of this relative decline are varied and complex, in many cases
involving national and international developments beyond the State's control.
Part of the reason for the long-term relative decline in the State economy has
been attributed to the combined state and local tax burden, which is among the
highest in the nation. The existence of this tax burden limits the State's
ability to impose higher taxes in the event of future financial difficulties.
 
    If during the existence of the New York Trust, the City, the State, or any
of its agencies or municipalities, because of its or their own financial
difficulties, become unable to meet regular commitments or if there should be a
default, moratorium or other interruption of payments of interest or principal
on any obligation issued by the City, the State, or a municipality or other
authority in New York State, the market value and marketability of Bonds in the
New York Trust,
                                     A-xvii

<PAGE>
the asset value of Units of the New York Trust and the interest income to the
New York Trust, could be adversely affected.
 
                        SUPPLEMENT TO PART B--TAX STATUS
 
California Trust
 
    In the opinion of Messrs. Adams, Duque & Hazeltine, special California
counsel on California tax matters, under existing law:
 
    The Insured California 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 Insured California
Trust will be treated as the income, deductions and credits against tax of the
holders of Units in the Insured California Trust under the income tax laws of
the State of California;
 
    Interest on the bonds held by an Insured California 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 an Insured California Trust will have a taxable
event when such Insured California 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
California Trust is allocated among each of the bond issues held in the Insured
California Trust (in accordance with the proportion of the Insured California
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 Insured California Trust which issued such Unit
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 an Insured California Trust is deemed to be the
owner of a pro rata portion of such Insured California Trust under the personal
property tax laws of the State of California;
 
    Each Unit Holder's pro rata ownership of the bonds held by an Insured
California 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.
 
                                    A-xviii
<PAGE>
<AUDIT-REPORT>

                         INDEPENDENT AUDITORS' REPORT



THE UNIT HOLDERS, SPONSOR AND TRUSTEE
NATIONAL MUNICIPAL TRUST
SERIES 146 (Uninsured)
MULTISTATE SERIES 48
  consisting of:
    California (Insured)
    New York (Insured)

We have audited the statements of financial condition and schedules of 
portfolio securities of the National Municipal Trust, Series 146 (Uninsured) 
and Multistate Series 48 consisting of the California Trust (Insured) and the 
New York Trust (Insured) as of January 31, 1994, and the related statements 
of operations and changes in net assets for the year ended January 31, 1994 
and for the period from February 19, 1992 (date of deposit) to January 31, 
1993.  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 
January 31, 1994 as shown in the statements of financial condition and 
schedules of portfolio securities by correspondence with United States Trust 
Company of New York, 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 146 (Uninsured) and Multistate Series 48 consisting of the 
California Trust (Insured) and the New York Trust (Insured) as of January 31, 
1994, and the results of their operations and the changes in their net assets 
for the year ended January 31, 1994 and for the period from February 19, 1992 
(date of deposit) to January 31, 1993 in conformity with generally accepted 
accounting principles.



Deloitte & Touche
DELOITTE & TOUCHE



April 29, 1994
New York, New York


</AUDIT-REPORT>


                                     A-1
<PAGE>
                             STATEMENT OF FINANCIAL CONDITION
                                             
                           NATIONAL MUNICIPAL TRUST, SERIES 146
                                       (UNINSURED)
                                             
                                     January 31, 1994


<TABLE>
                                      TRUST PROPERTY

<S>                                                                         <C>
Investments in municipal bonds at market value (amortized cost
  $8,932,596) (Note (a) and Schedule of Portfolio Securities Notes
  (4) and (5))                                                              $9,724,744

Accrued interest receivable                                                    101,142

Cash                                                                            71,339

           Total                                                             9,897,225


                                 LIABILITY AND NET ASSETS

Less Liability:

    Accrued Trust fees and expenses                                              4,606


Net Assets:

    Balance applicable to 9,350 units of fractional undivided
      interest outstanding (Note (c))

         Capital, plus net unrealized market
           appreciation of $792,148                             $9,724,744

         Undistributed principal and net investment
           income (Note (b))                                       167,875


           Net assets                                                       $9,892,619

Net asset value per unit ($9,892,619 divided by 9,350 units)                 $1,058.03
</TABLE>

                            See notes to financial statements
                                           A-2

<PAGE>
<TABLE>
                                 STATEMENTS OF OPERATIONS
                                             
                           NATIONAL MUNICIPAL TRUST, SERIES 146
                                       (UNINSURED)
                                             
<CAPTION>


                                                                   For the period from
                                                                    February 19, 1992
                                              For the year ended   (date of deposit) to
                                               January 31, 1994      January 31, 1993


   <S>                                                <C>                  <C>
Investment income -- interest                      $  652,913           $611,449

Less:  Expenses

     Trust fees and expenses                           14,632             14,207

          Total expenses                               14,632             14,207

              Investment income -- net                638,281            597,242

Net gain on investments:

Realized loss on securities sold or redeemed           (5,303)            (6,471)

Net unrealized market appreciation                    556,299            235,849

          Net gain on investments                     550,996            229,378

Net increase in net assets resulting from 
  operations                                       $1,189,277           $826,620

</TABLE>
                            See notes to financial statements
                                           A-3

<PAGE>
<TABLE>
                           STATEMENTS OF CHANGES IN NET ASSETS
                                             
                           NATIONAL MUNICIPAL TRUST, SERIES 146
                                       (UNINSURED)
                                             
<CAPTION>


                                                                    For the period from
                                                                     February 19, 1992
                                                For the year ended  (date of deposit) to
                                                 January 31, 1994     January 31, 1993

  <S>                                                <C>                  <C>
Operations:

   Investment income -- net                        $  638,281           $ 597,242

   Realized loss on securities sold or
     redeemed                                          (5,303)             (6,471)

   Net unrealized market appreciation                 556,299             235,849

      Net increase in net assets
        resulting from operations                   1,189,277             826,620


Less:  Distributions to Unit Holders

   Principal                                          (94,996)            (74,987)

   Investment income -- net                          (613,828)           (441,788)

       Total distributions                           (708,824)           (516,775)

Net increase in net assets                            480,453             309,845

Net assets:

   Beginning of period (Note (c))                   9,412,166           9,102,321

   End of period (including undistributed
     principal and net investment income of
     $167,875, and $149,595, respectively)         $9,892,619          $9,412,166
</TABLE>
                            See notes to financial statements
                                           A-4
<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                     NATIONAL MUNICIPAL TRUST, SERIES 146
                                 (UNINSURED)
                                       
                               January 31, 1994


(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 that value on the date of deposit 
(February 19, 1992) 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 in 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 annual Trust fees, including 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.

                                       A-5

<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                     NATIONAL MUNICIPAL TRUST, SERIES 146
                                 (UNINSURED)
                                       
                               January 31, 1994


(b) DISTRIBUTIONS

    Effective July 2, 1993, interest received by the Trust is distributed to 
the Unit Holders on or shortly after the twenty-fifth day of the 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.

(c) ORIGINAL COST TO INVESTORS

    The original cost to investors represents the aggregate initial public 
offering price as of the date of initial deposit (February 19, 1992) 
exclusive of accrued interest.

<TABLE>
    A reconciliation of the original cost of units to investors to the net 
amount applicable to investors as of January 31, 1994 follows:

           <S>                                                        <C>
       Original cost to investors                                 $9,556,263
       Less: Gross underwriting commissions (sales charge)          (453,943)
       Net cost to investors                                       9,102,320
       Cost of securities sold or redeemed                          (181,774)
       Net unrealized market appreciation                            792,148
       Accumulated interest accretion                                 12,050
       Net amount applicable to investors                         $9,724,744
</TABLE>
       
                                         A-6
<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                     NATIONAL MUNICIPAL TRUST, SERIES 146
                                 (UNINSURED)
                                       
                               January 31, 1994

(d) OTHER INFORMATION

<TABLE>
    Selected data for a unit of the Trust during each period:
<CAPTION>
                                                       For the period from
                                                        February 19, 1992
                                   For the year ended   (date of deposit)
                                    January 31, 1994   to January 31, 1993
         <S>                               <C>                  <C>
       Interest income                   $   69.83            $   65.40
       Expenses                              (1.56)               (1.52)
       Investment income -- net              68.27                63.88
       Income distributions                 (65.65)              (47.25)
                                              2.62                16.63
       Principal distributions              (10.16)               (8.02)
       
       Realized loss on securities
         sold or redeemed                     (.57)                (.69)
       Net unrealized market apprecia-
         tion                                59.49                25.22
       Increase in net assets value          51.38                33.14
       Net asset value -- beginning
         of period                        1,006.65               973.51
       Net asset value -- end of
         period                          $1,058.03            $1,006.65
</TABLE>
       
                                         A-7
<PAGE>
<TABLE>

                                   SCHEDULE OF PORTFOLIO SECURITIES
                                                   
                                 NATIONAL MUNICIPAL TRUST, SERIES 146
                                             (UNINSURED)
                                                   
                                           January 31, 1994

<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. Regional Airports Im-
     provement Corporation,
     Facilities Lease Revenue
     Bonds, Issue of 1991,
     LAXFUEL Corporation (Los
     Angeles International
     Airport) <F6>               A-        $1,000,000       6.800%    01/01/27     01/01/23@100    01/01/02@102      $1,082,200

  2. Broward County, Florida,
     Resource Recovery Revenue
     Bonds, Series 1984 (Brow-
     ard Waste Energy Company,
     L. P. North Project).       A            950,000       7.950     12/01/08     12/01/94@100    12/01/99@103       1,094,980

  3. Illinois Health Facilities
     Authority, Revenue Bonds,
     Series 1992 (Edward Hospi-
     tal Association Project).   A          1,000,000       7.000     02/15/22     02/15/13@100    02/15/02@102       1,112,830

  4. Union Twp. Refunding
     Building Corporation,
     First Mortgage Refunding
     Bonds, Series 1992, Porter
     County, Indiana.            A          1,000,000       7.000     01/01/09     01/01/05@100    01/01/02@101       1,101,170

  5. City of Owensboro, Ken-
     tucky, Electric Light and
     Power System Revenue
     Bonds, 1991-B Series,
     AMBAC Insured.              AAA          100,000       0.000     01/01/20         NONE            NONE              24,018

  6. Minnesota Housing Finance
     Agency, Single-Family
     Mortgage Bonds, 1990
     Series E.                   AA+          210,000       7.700     07/01/16     01/01/06@100    01/01/01@102         229,598

  7. Missouri Housing Develop-
     ment Commission, Single-
     Family Mortgage Revenue
     Bonds, (GNMA Mortgage-
     Backed Securities Pro-
     gram), 1989 Series B, GNMA
     Insured.  <F6>              AAA          170,000       7.625     06/01/21     06/01/11@100    06/01/99@102         179,381

  8. New Hampshire Housing
     Finance Authority, Single-
     Family Residential Mort-
     gage Bonds, 1991 Series B.
     <F6>                        Aa<F7>       970,000       7.750     07/01/23     01/01/12@100    07/01/01@102       1,050,112

  9. The Union County Utilities
     Authority (New Jersey),
     Solid Waste System Revenue
     Bonds, 1991 Series A.  <F6> A-           390,000       7.200     06/15/14     06/15/10@100    06/15/02@102         427,658

 10. Trustees of the Tulsa
     Municipal Airport Trust,
     Revenue Bonds, Series
     1991, American Airlines.
     <F6>                        Baa2<F7>   1,000,000       7.600     12/01/30         NONE        06/01/01@102       1,101,080

 11. Tulsa Industrial Author-
     ity, Hospital Revenue
     Bonds, (Tulsa Regional
     Medical Center), Series
     1991A.                      BBB+       1,000,000       7.625     06/01/17     06/01/07@100    06/01/01@102       1,098,170

 12. The Hospitals and Higher
     Education Facilities
     Authority of Philadelphia,
     Hospital Revenue Bonds,
     Series A and B of 1991,
     (Graduate Health System
     Obligated Group).           BBB+       1,000,000       7.250     07/01/18     07/01/11@100    07/01/02@102       1,117,810
</TABLE>
                                                A-8

<PAGE>
<TABLE>
                                   SCHEDULE OF PORTFOLIO SECURITIES
                                                   
                                 NATIONAL MUNICIPAL TRUST, SERIES 146
                                             (UNINSURED)
                                             (CONTINUED)
                                                   
                                           January 31, 1994

<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. Puerto Rico Electric Power
     Authority, Power Revenue
     Bonds, Series O.            A-        $  390,000       0.000%    07/01/17         NONE            NONE          $  105,737

                                           $9,180,000                                                                $9,724,744
</TABLE>
                                                                      A-9
<PAGE>

<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 at such date.

<F4>   The market value of the Securities as of January 31, 1994 was 
determined by the Evaluator on the basis of bid side evaluations 
for the Securities at such date.

<F5>   At January 31, 1994, the net unrealized market appreciation of all 
Securities was comprised of the following:

         Gross unrealized market appreciation             $793,850

         Gross unrealized market depreciation               (1,702)

         Net unrealized market appreciation               $792,148

    The amortized cost of the Securities for Federal income tax 
purposes was $8,932,596 at January 31, 1994.

<F6>   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 12/1 will pay 
interest semiannually on 6/1 and 12/1 (see "Tax Status").

<F7>   Moody's Investors Service, Inc. rating.

                                  A-10
<PAGE>
                             STATEMENT OF FINANCIAL CONDITION
                                             
                                 NATIONAL MUNICIPAL TRUST
                                   MULTISTATE SERIES 48
                                     CALIFORNIA TRUST
                                        (INSURED)
                                             
                                     January 31, 1994

<TABLE>
                                      TRUST PROPERTY

<S>                                                                         <C>
Investments in municipal bonds at market value (amortized cost
  $5,754,309) (Note (a) and Schedule of Portfolio Securities Notes
  (4) and (5))                                                              $6,474,804

Accrued interest receivable                                                     93,667

Cash                                                                             6,050

           Total                                                             6,574,521


                                 LIABILITY AND NET ASSETS

Less Liability:

    Accrued Trust fees and expenses                                              1,464


Net Assets:

    Balance applicable to 6,010 units of fractional undivided
      interest outstanding (Note (c))

         Capital, plus unrealized market
           appreciation of $720,495                             $6,474,804

         Undistributed net investment income
           (Note (b))                                               98,253


           Net assets                                                       $6,573,057

Net asset value per unit ($6,573,057 divided by 6,010 units)                 $1,093.69
</TABLE>

                            See notes to financial statements
                                           A-11
<PAGE>
<TABLE>
                                 STATEMENTS OF OPERATIONS
                                             
                                 NATIONAL MUNICIPAL TRUST
                                   MULTISTATE SERIES 48
                                     CALIFORNIA TRUST
                                        (INSURED)
<CAPTION>

                                                                     For the period from
                                                                      February 19, 1992
                                                For the year ended  (date of deposit) to
                                                 January 31, 1994     January 31, 1993
<S>                                                    <C>                 <C>
Investment income -- interest                          $387,003           $359,141

Less:  Expenses

     Trust fees and expenses                              8,114              7,567

          Total expenses                                  8,114              7,567

          Investment income -- net                      378,889            351,574

Unrealized market appreciation                          488,792            231,703

Net increase in net assets resulting
  from operations                                      $867,681           $583,277
</TABLE>
                            See notes to financial statements
                                           A-12

<PAGE>
<TABLE>
                           STATEMENTS OF CHANGES IN NET ASSETS
                                             
                                 NATIONAL MUNICIPAL TRUST
                                   MULTISTATE SERIES 48
                                     CALIFORNIA TRUST
                                        (INSURED)
<CAPTION>

                                                                     For the period from
                                                                      February 19, 1992
                                                For the year ended  (date of deposit) to
                                                 January 31, 1994     January 31, 1993
<S>                                                  <C>                 <C>
Operations:

   Investment income -- net                          $  378,889          $ 351,574

   Unrealized market appreciation                       488,792            231,703

      Net increase in net assets
        resulting from operations                       867,681            583,277


Less:  Distributions to Unit Holders

   Investment income -- net                            (360,059)          (256,867)

       Total distributions                             (360,059)          (256,867)

Net increase in net assets                              507,622            326,410

Net assets:

   Beginning of period (Note (c))                     6,065,435          5,739,025

   End of period (including undistributed 
     net investment income of $98,253 and 
     $87,306, respectively)                          $6,573,057         $6,065,435
</TABLE>
                            See notes to financial statements
                                           A-13

<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                           NATIONAL MUNICIPAL TRUST
                             MULTISTATE SERIES 48
                               CALIFORNIA TRUST
                                  (INSURED)

                               January 31, 1994

(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 that value on the date of deposit 
(February 19, 1992) 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 in 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 annual Trust fees, including 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

    Effective July 2, 1993, interest received by the Trust is distributed to 
the Unit Holders on or shortly after the twenty-fifth day of the 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-14
<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                           NATIONAL MUNICIPAL TRUST
                             MULTISTATE SERIES 48
                               CALIFORNIA TRUST
                                  (INSURED)

                               January 31, 1994

(c) ORIGINAL COST TO INVESTORS

    The original cost to investors represents the aggregate initial public 
offering price as of the date of initial deposit (February 19, 1992) 
exclusive of accrued interest.

<TABLE>
    A reconciliation of the original cost of units to investors to the net 
amount applicable to investors as of January 31, 1994 follows:

             <S>                                                      <C>
         Original cost to investors                               $6,025,221
         Less: Gross underwriting commissions (sales charge)        (286,196)
         Net cost to investors                                     5,739,025
         Unrealized market appreciation                              720,495
         Accumulated interest accretion                               15,284
         Net amount applicable to investors                       $6,474,804
</TABLE>

(d) OTHER INFORMATION

<TABLE>
    Selected data for a unit of the Trust during each period:
<CAPTION>
                                                        For the period from
                                                         February 19, 1992
                                     For the year ended  (date of deposit)
                                      January 31, 1994  to January 31, 1993
           <S>                                <C>                  <C>
       Interest income                    $   64.40            $   59.76
       Expenses                               (1.35)               (1.26)
       Investment income -- net               63.05                58.50
       Income distributions                  (59.91)              (42.74)
                                               3.14                15.76
       Unrealized market appreciation         81.33                38.55
       Increase in net assets value           84.47                54.31
       Net asset value -- beginning
       of period                           1,009.22               954.91
       Net asset value -- end of
       period                             $1,093.69            $1,009.22
</TABLE>
                                     A-15
<PAGE>
<TABLE>

                                   SCHEDULE OF PORTFOLIO SECURITIES
                                                   
                                       NATIONAL MUNICIPAL TRUST
                                         MULTISTATE SERIES 48
                                           CALIFORNIA TRUST
                                              (INSURED)

                                           January 31, 1994
<CAPTION>

Port-                                                                                                  Optional
folio                             Rating        Face       Coupon    Maturity      Sinking Fund       Refunding         Market
 No.  Title of Securities<F13>      <F8>       Amount       Rate        Date      Redemptions<F10>  Redemptions<F9> Value<F11><F12>
<C>   <S>                            <C>         <C>         <C>         <C>            <C>               <C>             <C>
  1. Culver City Redevelopment Fi-
     nancing Authority, 1989 Reve-
     nue Bonds, AMBAC Insured.      AAA      $  60,000      6.750%    11/01/15     11/01/11@100     11/01/99@102     $   66,640

  2. Culver City Redevelopment Fi-
     nancing Authority, 1989 Reve-
     nue Bonds, AMBAC Insured.<F16> AAA        690,000      6.750     11/01/15     11/01/11@100     11/01/99@102        802,580

  3. Los Angeles County Transport-
     ation Commission (California),
     Sales Tax Revenue Refunding 
     Bonds, Series 1991-B, FGIC 
     Insured.                       AAA        750,000      6.500     07/01/15     07/01/14@100     07/01/01@102        832,455

  4. MSR Public Power Agency, Cali-
     fornia, San Juan Project Reve-
     nue, Series E, MBIA Insured.   AAA        755,000      6.500     07/01/17     07/01/12@100     07/01/01@102        840,006

  5. Port of Oakland, California, 
     Revenue Bonds, 1989 Series A, 
     BIG Insured. <F14><F15>        AAA      1,000,000      7.600     11/01/16     11/01/10@100     05/01/97@102      1,129,140

  6. Sacramento Municipal Utility 
     District, Electric Revenue 
     Bonds, 1991 Series Y, MBIA 
     Insured. <F16>                 AAA        750,000      6.500     09/01/21     09/01/20@100     09/01/01@102        874,710

  7. Southern California Public 
     Power Authority, Transmis-
     sion  Project Revenue Bonds, 
     1988  Refunding Series A, 
     FGIC Insured.  (Escrowed to 
     Maturity)                      AAA        470,000      0.000     07/01/14         NONE             NONE             155,857

  8. The City of Los Angeles, 
     Wastewater System Revenue 
     Bonds, Refunding Series 
     1991 C, AMBAC Insured.         AAA        605,000      7.000     06/01/11     06/01/10@100     06/01/99@102         691,243

  9. The Regents of the Univer-
     sity of California, Revenue 
     Bonds, (1989 Multiple Pur-
     pose Projects), Series B,
     AMBAC Insured. <F16>           AAA        765,000      6.800     09/01/08         NONE         09/01/99@102         888,899

10.  The Regents of the Univer-
     sity of California, Parking 
     System Revenue Bonds, 
     (Irvine Campus), Series A,
     MBIA Insured. <F16>            AAA        165,000      7.000     09/01/11     09/01/13@100     09/01/99@102         193,274

                                            $6,010,000                                                                $6,474,804
</TABLE>
                                                                        A-16
<PAGE>

<F8>   All ratings are provided by Standard & Poor's Corporation.  A brief 
description of applicable Security ratings is given under "Bond 
Ratings" in Part B of this Prospectus.

<F9>   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.

<F10>  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 at such date.

<F11>  The market value of the Securities as of January 31, 1994 was 
determined by the Evaluator on the basis of bid side evaluations 
for the Securities at such date.

<F12>  At January 31, 1994, the unrealized market appreciation of all 
Securities was comprised of the following:

       Gross unrealized market appreciation         $720,495

       Gross unrealized market depreciation             -   

       Unrealized market appreciation               $720,495

    The amortized cost of the Securities for Federal income tax 
purposes was $5,754,309 at January 31, 1994.

<F13>  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.

<F14>  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 12/1 will pay 
interest semiannually on 6/1/ and 12/1/ (see "Tax Status").

<F15>  Insured by Bond Investors Guaranty Insurance Company ("BIG").  
Securities originally insured by BIG have been reinsured by MBIAC 
pursuant to certain reinsurance agreements.

<F16>  The Issuers of Portfolio Nos. 2, 6, 9 and 10 have indicated that 
they will refund these Securities on their respective optional 
redemption dates.

                                  A-17

<PAGE>
                             STATEMENT OF FINANCIAL CONDITION
                                             
                                 NATIONAL MUNICIPAL TRUST
                                   MULTISTATE SERIES 48
                                      NEW YORK TRUST
                                        (INSURED)

                                     January 31, 1994
<TABLE>
                                      TRUST PROPERTY

<S>                                                                         <C>
Investments in municipal bonds at market value (amortized cost
  $3,735,376) (Note (a) and Schedule of Portfolio Securities Notes
  (4) and (5))                                                              $4,156,821

Accrued interest receivable                                                     50,133

Cash                                                                            15,236

           Total                                                             4,222,190


                                 LIABILITY AND NET ASSETS

Less Liability:

    Accrued Trust fees and expenses                                              1,595


Net Assets:

    Balance applicable to 4,000 units of fractional undivided
      interest outstanding (Note (c))

         Capital, plus unrealized market
           appreciation of $421,445                             $4,156,821

         Undistributed net investment income
           (Note (b))                                               63,774

           Net assets                                                       $4,220,595

Net asset value per unit ($4,220,595 divided by 4,000 units)                 $1,055.15
</TABLE>
                            See notes to financial statements
                                           A-18

<PAGE>
<TABLE>
                                 STATEMENTS OF OPERATIONS
                                             
                                 NATIONAL MUNICIPAL TRUST
                                   MULTISTATE SERIES 48
                                      NEW YORK TRUST
                                        (INSURED)
<CAPTION>

                                                                    For the period from
                                                                     February 19, 1992
                                                For the year ended  (date of deposit) to
                                                 January 31, 1994     January 31, 1993
  <S>                                                  <C>                 <C>
Investment income -- interest                        $254,345           $236,173

Less:  Expenses

     Trust fees and expenses                            6,197              6,198

          Total expenses                                6,197              6,198

          Investment income -- net                    248,148            229,975

Net gain on investments:

Realized loss on securities sold or redeemed             (337)               -  


Unrealized market appreciation                        299,275            122,170

          Net gain on investments                     298,938            122,170

Net increase in net assets resulting
  from operations                                    $547,086           $352,145
</TABLE>
                            See notes to financial statements
                                           A-19

<PAGE>
<TABLE>
                           STATEMENTS OF CHANGES IN NET ASSETS
                                             
                                 NATIONAL MUNICIPAL TRUST
                                   MULTISTATE SERIES 48
                                      NEW YORK TRUST
                                        (INSURED)
<CAPTION>

                                                                    For the period from
                                                                     February 19, 1992
                                                For the year ended  (date of deposit) to
                                                 January 31, 1994     January 31, 1993
   <S>                                                <C>                 <C>
Operations:

   Investment income -- net                        $  248,148          $ 229,975

   Realized loss on securities sold or redeemed          (337)               -  


   Unrealized market appreciation                     299,275            122,170

      Net increase in net assets resulting from 
        operations                                    547,086            352,145


Less:  Distributions to Unit Holders

   Principal                                           (5,000)               -  


   Investment income -- net                          (232,800)          (165,600)

       Total distributions                           (237,800)          (165,600)

Net increase in net assets                            309,286            186,545

Net assets:

   Beginning of period (Note (c))                   3,911,309          3,724,764

   End of period (including undistributed net 
     investment income of $63,774 and $56,644, 
     respectively)                                 $4,220,595         $3,911,309
</TABLE>

                            See notes to financial statements
                                           A-20
<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                           NATIONAL MUNICIPAL TRUST
                             MULTISTATE SERIES 48
                                NEW YORK TRUST
                                  (INSURED)

                               January 31, 1994

(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 that value on the date of deposit 
(February 19, 1992) 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 in 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 annual Trust fees, including 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

    Effective July 2, 1993, interest received by the Trust is distributed to 
the Unit Holders on or shortly after the twenty-fifth day of the 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-21

<PAGE>
                        NOTES TO FINANCIAL STATEMENTS
                                       
                           NATIONAL MUNICIPAL TRUST
                             MULTISTATE SERIES 48
                                NEW YORK TRUST
                                  (INSURED)

                               January 31, 1994

(c) ORIGINAL COST TO INVESTORS

    The original cost to investors represents the aggregate initial public 
offering price as of the date of initial deposit (February 19, 1992) 
exclusive of accrued interest.

<TABLE>
    A reconciliation of the original cost of units to investors to the net 
amount applicable to investors as of January 31, 1994 follows:

          <S>                                                        <C>
       Original cost to investors                                 $3,910,524
       Less: Gross underwriting commissions (sales charge)          (185,760)
       Net cost to investors                                       3,724,764
       Cost of securities sold or redeemed                            (5,337)
       Unrealized market appreciation                                421,445
       Accumulated interest accretion                                 15,949
       Net amount applicable to investors                         $4,156,821
</TABLE>

(d) OTHER INFORMATION

<TABLE>
    Selected data for a unit of the Trust during each period:
<CAPTION>
                                                           For the period from
                                                            February 19, 1992
                                       For the year ended   (date of deposit)
                                        January 31, 1994   to January 31, 1993
         <S>                                 <C>                    <C>
       Interest income                     $   63.58              $ 59.04
       Expenses                                (1.55)               (1.54)
       Investment income -- net                62.03                57.50
       Income distributions                   (58.20)              (41.40)
                                                3.83                16.10
       Principal distributions                 (1.25)                 -
       Realized loss on securities sold
       or redeemed                           (.08)                    -
       Unrealized market appreciation          74.82                30.54
       Increase in net assets value            77.32                46.64
       Net asset value -- beginning of
       period                                 977.83               931.19
       Net asset value -- end of period    $1,055.15              $977.83
</TABLE>
                                     A-22
<PAGE>
<TABLE>

                                   SCHEDULE OF PORTFOLIO SECURITIES
                                                   
                                       NATIONAL MUNICIPAL TRUST
                                         MULTISTATE SERIES 48
                                            NEW YORK TRUST
                                              (INSURED)

                                           January 31, 1994

<CAPTION>

Port-                                                                                                  Optional
folio                             Rating        Face       Coupon    Maturity      Sinking Fund       Refunding         Market
 No.  Title of Securities<F22>      <F17>      Amount       Rate        Date      Redemptions<F19> Redemptions<F18> Value<F20><F21>
 <C>    <S>                         <C>          <C>         <C>         <C>          <C>                <C>              <C>
  1. Dormitory Authority of the 
     State of New York, City Uni-
     versity System Consolidated, 
     Second General Resolution
     Revenue Bonds, Series 1990F, 
     FGIC Insured. <F24>            AAA     $  100,000      7.500%    07/01/20     07/01/18@100     07/01/00@102     $  120,759

  2. Metropolitan Transportation 
     Authority Commuter Facili-
     ties Service Contract Bonds, 
     Series K, AMBAC Insured. <F24> AAA        200,000      7.625     07/01/08         NONE         07/01/98@102        234,750

  3. Metropolitan Transportation 
     Authority Commuter Facili-
     ties 1987 Service Contract 
     Bonds, Series 5, FSA Insured.  AAA        450,000      6.500     07/01/16     07/01/13@100     07/01/01@102        496,507

  4. New York City Municipal Water 
     Finance Authority, Water and 
     Sewer System Revenue Bonds, 
     Fiscal 1992, Series A, FSA 
     Insured.                       AAA        215,000      7.000     06/15/09     06/15/08@100     06/15/01@101        249,110

  5. New York City Municipal Water 
     Finance Authority, Water and 
     Sewer Revenue Bonds, Fiscal 
     1991, Series A, MBIA Insured
     <F24>                          AAA        500,000      7.250     06/15/15     06/15/11@100     06/15/[email protected]      596,715

  6. New York State Energy Research 
     and Development Authority, Fa-
     cilities Revenue Bonds, Series 
     1992 A, (Consolidated Edison 
     Company of New York, Inc. Pro-
     ject), MBIA Insured. <F23>     AAA        635,000      6.750     01/15/27         NONE         01/15/01@101        710,165

  7. New York State Housing Finance
     Agency, Multi-Family Housing 
     Revenue Bonds, 1990 Series A, 
     AMBAC Insured. <F23>           AAA        645,000      7.750     11/01/20     11/01/94@100     11/01/00@102        734,455

  8. The City of New York, General 
     Obligation Bonds, Fiscal 
     1992, Series C, MBIA Insured.  AAA        750,000      6.625     08/01/13         NONE         08/01/[email protected]      846,645

  9. The Port Authority of New 
     York and New Jersey Consolid-
     ated Bonds, Seventy-fourth 
     Series, FGIC Insured.          AAA        500,000      0.000     08/01/14         NONE             NONE            167,715

                                            $3,995,000                                                               $4,156,821
</TABLE>
                                                                      A-23
<PAGE>

<F17>  All ratings are provided by Standard & Poor's Corporation.  A brief 
description of applicable Security ratings is given under "Bond Ratings" 
in Part B of this Prospectus.

<F18>  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.

<F19>  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 at such date.

<F20>  The market value of the Securities as of January 31, 1994 was determined

by the Evaluator on the basis of bid side evaluations for the Securities 
at such date.

<F21>  At January 31, 1994, the unrealized market appreciation of all
Securities 
was comprised of the following:

       Gross unrealized market appreciation         $421,445

       Gross unrealized market depreciation             -   

       Unrealized market appreciation               $421,445

    The amortized cost of the Securities for Federal income tax purposes was 
$3,735,376 at January 31, 1994.

<F22>  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.

<F23>  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 12/1 will pay interest semiannually on 6/1 and 12/1 (see 
"Tax Status").

<F24>  The Issuers of Portfolio Nos. 1, 2 and 5 have indicated that they will 
refund these Securities on their respective optional redemption dates.

                                     A-24
<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 independent public accountants and consent of evaluator;
all other consents were previously filed. 


                                             UNDERTAKING

            The Sponsor undertakes that it will not instruct the Trustee to
accept from (i) Financial Guaranty Insurance Company, Municipal Bond Insurance
Association or any other insurance company affiliated with the Sponsor, in
settlement of any claim, less than an amount sufficient to pay any principal or
interest (and, in the case of a taxability redemption, premium) then due on any
Security in accordance with the municipal bond guaranty insurance policy
attached to such Security or (ii) any affiliate of the Sponsor who has any
obligation with respect to any Security, less than the full amount due pursuant
to the obligation, unless such instructions have been approved by the
Securities and Exchange Commission pursuant to Rule 17d-1 under
the Investment Company Act of 1940.

            The following Exhibits: 

         ****Ex-3.(i)  - Restated Certificate of Incorporation of Prudential
                           Securities Incorporated dated March 29, 1993.
         ****Ex-3.(ii) - Revised By-Laws of Prudential Securities Incorporated  
                           as amended through March 5, 1993
            +Ex-4      - Trust Indenture and Agreement dated September 6,       
                           1989.  
            *Ex-23     - Consent of Kenny S&P Evaluation Services, a division   
                           of Kenny Information Systems, Inc. (as evaluator).
           **Ex-24     - Powers of Attorney executed by a majority of the Board 
                           of Directors of Prudential Securities Incorporated
             Ex-99     - Information as to Officers and Directors of Prudential
                           Securities Incorporated is incorporated by reference 
                           to Schedules A and D of Form BD filed by Prudential  
                           Securities Incorporated pursuant to Rules l5b1-1 and 
                           l5b3-1 under the Securities Exchange Act of 1934     
                           (1934 Act File No. 8-16267 
          **Ex-99.a    - Affiliations of Sponsor with other investment          
                           companies. 

                                                 II-1
<PAGE>

           **Ex-99.b   - Broker's Blanket Policies, Standard Form No. 14        
                           in the aggregate amount of $62,500,000. 
            +Ex-99-c   - Investment Advisory Agreement. 
_________________________

*         Filed herewith.

**        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, Registration No. 2-89263. 

***       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 164, Registration No. 33-66108.

****      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, 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 146 and
Multistate Series 48 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 19th day of May, 1994.

                         NATIONAL MUNICIPAL TRUST,
                         Series 146
                         Multistate Series 48
                           (Registrant)

                         By PRUDENTIAL SECURITIES INCORPORATED
                              (Depositor)

                         By the following persons,* who
                            constitute a majority of the
                            Board of Directors of Prudential
                            Securities Incorporated


                                   Alan D. Hogan
                                   Howard A. Knight
                                   George A. Murray
                                   John P. Murray
                                   Leland B. Paton
                                   Richard Redeker
                                   Hardwick Simmons

                         By     Richard R. Hoffmann
                               (Richard R. Hoffmann,
                               First Vice President, 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 Prospectus included in this Registration Statement are
contained in their opinions filed as Exhibits 5 and 8.CA to the
Registration Statement.

                                   II-4
<PAGE>

                       CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated April 29, 1994, accompanying the 
financial statements of the National Municipal Trust, Series 146 and 
Multistate Series 48 consisting of the California Trust (Insured) and the New 
York 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
DELOITTE & TOUCHE




May 18, 1994
New York, New York

                                      II-5

<PAGE>

                                                              Exhibit 23   


                Letterhead of Kenny S&P Evaluation Services
              (a division of Kenny Information Systems, Inc.)
                               May 20, 1994



Prudential Securities Incorporated
32 Old Slip 
Financial Square
New York, NY  10292


               Re:  National Municipal Trust
                    Post-Effective Amendment No. 2
                    Series 146

Gentlemen:

          We have examined the post-effective Amendment to the
Registration Statement File No. 33-44251 for the above-
captioned trust.  We hereby acknowledge that Kenny S&P
Evaluation Services, a division of Kenny Information Systems,
Inc. is currently acting as the evaluator for the trust.  We
hereby consent to the use in the Amendment of the reference to
Kenny S&P Evaluation Services, a division of Kenny Information
Systems, Inc. as evaluator.

          In addition, we hereby confirm that the ratings
indicated in the above-referenced Amendment to the Registration
Statement for the respective bonds comprising the trust
portfolio are the ratings currently indicated in our KENNYBASE
database.

          You are hereby authorized to file a copy of this
letter with the Securities and Exchange Commission.


                         Sincerely,



                         F.A. Shinal
                         F.A. Shinal
                         Senior Vice President

<PAGE>

                                                              Exhibit 23   


                Letterhead of Kenny S&P Evaluation Services
              (a division of Kenny Information Systems, Inc.)
                               May 20, 1994



Prudential Securities Incorporated
32 Old Slip 
Financial Square
New York, NY  10292


               Re:  National Municipal Trust
                    Post-Effective Amendment No. 2
                    Multistate Series 48

Gentlemen:

          We have examined the post-effective Amendment to the
Registration Statement File No. 33-44250 for the above-
captioned trust.  We hereby acknowledge that Kenny S&P
Evaluation Services, a division of Kenny Information Systems,
Inc. is currently acting as the evaluator for the trust.  We
hereby consent to the use in the Amendment of the reference to
Kenny S&P Evaluation Services, a division of Kenny Information
Systems, Inc. as evaluator.

          In addition, we hereby confirm that the ratings
indicated in the above-referenced Amendment to the Registration
Statement for the respective bonds comprising the trust
portfolio are the ratings currently indicated in our KENNYBASE
database.

          You are hereby authorized to file a copy of this
letter with the Securities and Exchange Commission.


                         Sincerely,



                         F.A. Shinal
                         F.A. Shinal
                         Senior Vice President
      


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