DEFINED ASSET FUNDS MUN INVT TR FD MULTISTATE SERIES 12
497, 1999-10-29
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<PAGE>
                                     DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------


                              MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES--12
                              (A UNIT INVESTMENT TRUST)
                              O   FLORIDA AND NEW YORK PORTFOLIOS
                              O   PORTFOLIOS OF INSURED LONG-TERM MUNICIPAL
                                  BONDS
                              O   DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
                                  INCOME TAX
                              O   EXEMPT FROM SOME STATE TAXES
                              O   MONTHLY DISTRIBUTIONS



SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith         -------------------------------------------------
    Incorporated               The Securities and Exchange Commission has not
Salomon Smith Barney Inc.      approved or disapproved these Securities or
Prudential Securities          passed upon the adequacy of this prospectus. Any
Incorporated                   representation to the contrary is a criminal
PaineWebber Incorporated       offense.
Dean Witter Reynolds Inc.      Prospectus dated October 29, 1999.


<PAGE>
- --------------------------------------------------------------------------------

Defined Asset FundsSM
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $160 billion sponsored over the last 28 years. Defined Asset
Funds has been a leader in unit investment trust research and product
innovation. Our family of Funds helps investors work toward their financial
goals with a full range of quality investments, including municipal, corporate
and government bond portfolios, as well as domestic and international equity
portfolios.

Defined Asset Funds offer a number of advantages:
   o A disciplined strategy of buying and holding with a long-term view is the
     cornerstone of Defined Asset Funds.
   o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
     funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks and bonds in advance, so you know
  what you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
      appropriate for a particular fund's objectives.
o Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF JULY 31, 1999, THE
EVALUATION DATE.

LF96]


CONTENTS
                                                                PAGE
                                                          -----------
   Risk/Return Summary..................................           3
New York Insured Portfolio-- Risk/Return Summary........           6
What You Can Expect From Your Investment................          10
   Monthly Income.......................................          10
   Return Figures.......................................          10
   Records and Reports..................................          10
The Risks You Face......................................          11
   Interest Rate Risk...................................          11
   Call Risk............................................          11
   Reduced Diversification Risk.........................          11
   Liquidity Risk.......................................          11
   Concentration Risk...................................          11
   State Concentration Risk.............................          12
   Bond Quality Risk....................................          13
   Insurance Related Risk...............................          13
   Litigation and Legislation Risks.....................          13
Selling or Exchanging Units.............................          13
   Sponsors' Secondary Market...........................          13
   Selling Units to the Trustee.........................          14
   Exchange Option......................................          14
How The Fund Works......................................          25
   Pricing..............................................          15
   Evaluations..........................................          15
   Income...............................................          15
   Expenses.............................................          15
   Portfolio Changes....................................          16
   Fund Termination.....................................          16
   Certificates.........................................          16
   Trust Indenture......................................          16
   Legal Opinion........................................          17
   Auditors.............................................          17
   Sponsors.............................................          17
   Trustee..............................................          18
   Underwriters' and Sponsors' Profits                            18
   Public Distribution..................................          18
   Code of Ethics.......................................          18
   Year 2000 Issues.....................................          18
Taxes...................................................          19
Supplemental Information................................          20
Financial Statements....................................         D-1


                                       2
<PAGE>
- --------------------------------------------------------------------------------

FLORIDA INSURED PORTFOLIO--RISK/RETURN SUMMARY


       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of
           insured, long term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.

       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,310,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  The bonds are rated AAA or Aaa by Standard & Poor's,
           Moody's or Fitch.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  The Fund is concentrated in refunded bonds.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / Airports/Ports/Highways                            13%
/ / Hospital/Health Care                               38%
/ / Refunded Bonds                                     49%



       4.  WHAT ARE THE SIGNIFICANT RISKS?
           YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
           HAPPEN FOR VARIOUS REASONS, INCLUDING:
        o  Rising interest rates, an issuer's worsening financial
           condition or a drop in bond ratings can reduce the price of
           your units.
        o  Because the Fund is concentrated in hospital/health care
           bonds, adverse developments in this sector may affect the
           value of your units.
        o  Assuming no changes in interest rates, when you sell your
           units, they will generally be worth less than your cost
           because your cost included a sales fee.
        o  The Fund will receive early returns of principal if bonds
           are called or sold before they mature. If this happens your
           income will decline and you may not be able to reinvest the
           money you receive at as high a yield or as long a maturity.

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF FLORIDA SO
           IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT
           TO RISKS PARTICULAR TO FLORIDA WHICH ARE BRIEFLY DESCRIBED
           UNDER STATE CONCENTRATION RISKS LATER IN THIS PROSPECTUS.


                                       3
<PAGE>


       5.  IS THIS FUND APPROPRIATE FOR YOU?
           Yes, if you want federally tax-free income. You will
           benefit from a professionally selected and supervised
           portfolio whose risk is reduced by investing in insured
           bonds of several different issuers.
           The Fund is not appropriate for you if you want a
           speculative investment that changes to take advantage of
           market movements, if you do not want a tax-advantaged
           investment or if you cannot tolerate any risk.


           DEFINING YOUR INCOME


           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.86
           Annual Income per unit:                           $   58.41
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



                                                 YOUR MAXIMUM
                                                    SALES FEE
                     IF YOU INVEST:                  WILL BE:
           -----------------------------------  -----------------
           Less than $100,000                            2.90%
           $100,000 to $249,999                          2.65%
           $250,000 to $499,999                          2.40%
           $500,000 to $999,999                          2.15%
           $1,000,000 and over                           1.90%

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.69
           Trustee's Fee
                                                     $    0.38
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.40
           Evaluator's Fee
                                                     $    0.56
           Other Operating Expenses
                                                    -----------
                                                     $    2.03
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Florida Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior Florida Series
           were offered between August 25, 1988 and December 6, 1996
           and were outstanding on June 30, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 6/30/99.



                   WITH SALES FEE                    NO SALES FEE
            1 YEAR     5 YEARS   10 YEARS    1 YEAR     5 YEARS   10 YEARS


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


High         3.79%      6.70%      6.01%      4.33%      7.89%      6.49%
Average      -0.04      5.17       5.84       3.00       6.22       6.41
Low          -3.94      3.80       5.72       1.12       4.65       6.31


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


Average
Sales fee    3.11%      5.13%      5.66%


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

Note: All returns represent changes in unit price with distributions reinvested
 into the Municipal Fund Investment Accumulation Program.


       8.  IS THE FUND MANAGED?
           Unlike a mutual fund, the Fund is not managed and bonds are
           not sold because of market changes. Rather, experienced
           Defined Asset Funds financial analysts regularly review the
           bonds in the Fund. The Fund may sell a bond if certain adverse
           credit or other conditions exist.


                                       4
<PAGE>


       9.  HOW DO I BUY UNITS?
           The minimum investment is one unit.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                       $1,047.58
           (as of July 31, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as well
           as net accrued but undistributed interest on the unit, is
           added to the unit price. An independent evaluator prices the
           bonds at 3:30 p.m. Eastern time every business day. Unit
           price changes every day with changes in the prices of the
           bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other fee
           when you sell your units.



      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some Florida state and local taxes if you live in
           Florida.
           You will also receive principal payments if bonds are sold or
           called or mature, when the cash available is more than $5.00
           per unit. You will be subject to tax on any gain realized by
           the Fund on the disposition of bonds.
      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective, but the bonds will generally not be
           insured. Income from this program will generally be subject
           to state and local income taxes. For more complete
           information about the program, including charges and fees,
           ask the Trustee for the program's prospectus. Read it
           carefully before you invest. The Trustee must receive your
           written election to reinvest at least 10 days before the
           record day of an income payment.
           EXCHANGE PRIVILEGES
           You may exchange units of this Fund for units of certain
           other Defined Asset Funds. You may also exchange into this
           Fund from certain other funds. We charge a reduced sales fee
           on exchanges.


                                       5
<PAGE>
- --------------------------------------------------------------------------------

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY


       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of
           insured, long term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.

       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 8 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $6,290,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  The bonds are rated AAA or Aaa by Standard & Poor's,
           Moody's or Fitch.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  The Fund is concentrated in refunded bonds.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / Airports/Ports/Highways                            4%
/ / Lease Rental Appropriation                         15%
/ / Municipal Water/Sewer Utilities                    15%
/ / Refunded Bonds                                     38%
/ / Municipal Electric Utilities                       12%
/ / Universities/Colleges                              16%



       4.  WHAT ARE THE SIGNIFICANT RISKS?
           YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
           HAPPEN FOR VARIOUS REASONS, INCLUDING:
        o  Rising interest rates, an issuer's worsening financial
           condition or a drop in bond ratings can reduce the price of
           your units.
        o  Assuming no changes in interest rates, when you sell your
           units, they will generally be worth less than your cost
           because your cost included a sales fee.
        o  The Fund will receive early returns of principal if bonds
           are called or sold before they mature. If this happens your
           income will decline and you may not be able to reinvest the
           money you receive at as high a yield or as long a maturity.

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF NEW YORK SO
           IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT
           TO RISKS PARTICULAR TO NEW YORK WHICH ARE BRIEFLY DESCRIBED
           UNDER STATE CONCENTRATION RISKS LATER IN THIS PROSPECTUS.


                                       6
<PAGE>


       5.  IS THIS FUND APPROPRIATE FOR YOU?
           Yes, if you want federally tax-free income. You will
           benefit from a professionally selected and supervised
           portfolio whose risk is reduced by investing in insured
           bonds of several different issuers.
           The Fund is not appropriate for you if you want a
           speculative investment that changes to take advantage of
           market movements, if you do not want a tax-advantaged
           investment or if you cannot tolerate any risk.


           DEFINING YOUR INCOME


           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.90
           Annual Income per unit:                           $   58.82
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



                                                 YOUR MAXIMUM
                                                    SALES FEE
                     IF YOU INVEST:                  WILL BE:
           -----------------------------------  -----------------
           Less than $100,000                            2.90%
           $100,000 to $249,999                          2.65%
           $250,000 to $499,999                          2.40%
           $500,000 to $999,999                          2.15%
           $1,000,000 and over                           1.90%

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.39
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.21
           Evaluator's Fee
                                                     $    0.41
           Other Operating Expenses
                                                    -----------
                                                     $    1.71
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           New York Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior New York Series
           were offered between January 14, 1988 and October 16, 1996
           and were outstanding on June 30, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 6/30/99.



                   WITH SALES FEE                    NO SALES FEE
            1 YEAR     5 YEARS   10 YEARS    1 YEAR     5 YEARS   10 YEARS


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


High         3.57%      6.80%      6.38%      5.48%      8.00%      6.98%
Average      -0.08      4.94       6.08       2.91       5.94       6.67
Low          -3.92      3.62       5.85       -0.57      4.51       6.44


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


Average
Sales fee    3.05%      4.94%      5.78%


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

Note: All returns represent changes in unit price with distributions reinvested
 into the Municipal Fund Investment Accumulation Program.


       8.  IS THE FUND MANAGED?
           Unlike a mutual fund, the Fund is not managed and bonds are
           not sold because of market changes. Rather, experienced
           Defined Asset Funds financial analysts regularly review the
           bonds in the Fund. The Fund may sell a bond if certain
           adverse credit or other conditions exist.


                                       7
<PAGE>


       9.  HOW DO I BUY UNITS?
           The minimum investment is one unit.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                     $1,063.94
           (as of July 31, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some New York state and local personal income
           taxes if you live in New York.
           You will also receive principal payments if bonds are sold
           or called or mature, when the cash available is more than
           $5.00 per unit. You will be subject to tax on any gain
           realized by the Fund on the disposition of bonds.
      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective, but the bonds will generally not be
           insured. Income from this program will generally be subject
           to state and local income taxes. For more complete
           information about the program, including charges and fees,
           ask the Trustee for the program's prospectus. Read it
           carefully before you invest. The Trustee must receive your
           written election to reinvest at least 10 days before the
           record day of an income payment.
           EXCHANGE PRIVILEGES
           You may exchange units of this Fund for units of certain
           other Defined Asset Funds. You may also exchange into this
           Fund from certain other funds. We charge a reduced sales fee
           on exchanges.


                                       8
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

                             FOR FLORIDA RESIDENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%     7%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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


<S>        <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>
 $      0- 25,750  $      0- 43,050  15.00     3.53   4.12     4.71   5.29     5.88   6.47     7.06   7.65     8.24
$ 27,751- 62,450  $ 43,051-104,050  28.00     4.17   4.86     5.56   6.25     6.94   7.64     8.33   9.03     9.72
$ 62,451-130,250  $104,051-158,550  31.00     4.35   5.07     5.80   6.52     7.25   7.97     8.70   9.42    10.14
$130,251-283,150  $158,551-283,150  36.00     4.69   5.47     6.25   7.03     7.81   8.59     9.38  10.16    10.94
OVER $283,151        OVER $283,151  39.60     4.97   5.79     6.62   7.45     8.28   9.11     9.93  10.76    11.59
</TABLE>


                          FOR NEW YORK CITY RESIDENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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


<S>               <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>     <C>
                  $      0- 43,060  23.59     5.24   5.89     6.54   7.20     7.85   8.51     9.16   9.82    10.47
$      0-25,750-                    23.63     5.24   5.89     6.55   7.20     7.86   8.51     9.17   9.82    10.48
$ 25,751- 62,450  $ 43,051-104,050  35.35     6.19   6.96     7.73   8.51     9.28  10.05    10.83  11.60    12.37
$ 62,451-130,250  $104,051-158,550  38.04     6.46   7.26     8.07   8.88     9.68  10.49    11.30  12.11    12.91
$130,251-283,150  $158,551-283,150  42.53     6.96   7.83     8.70   9.57    10.44  11.31    12.18  13.05    13.92
OVER $283,151        OVER $283,151  45.77     7.38   8.30     9.22  10.14    11.06  11.98    12.91  13.83    14.75

</TABLE>

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


                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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


<S>        <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>     <C>
 $      0- 25,750  $      0- 43,050  20.82     5.05   5.68     6.31   6.95     7.58   8.21     8.84   9.47    10.10
$ 25,751- 62,450  $ 43,051-104,050  32.93     5.96   6.71     7.46   8.20     8.95   9.69    10.44  11.18    11.93
$ 62,451-130,250  $104,051-158,550  35.73     6.22   7.00     7.78   8.56     9.34  10.11    10.69  11.67    12.45
$130,251-283,150  $158,551-283,150  40.38     6.71   7.55     8.39   9.23    10.06  10.90    11.74  12.58    13.42
OVER $283,151        OVER $283,151  43.74     7.11   8.00     8.89   9.78    10.66  11.55    12.44  13.33    14.22
</TABLE>


To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1999
federal and applicable State (and City) income tax rates and assumes that all
income would otherwise be taxed at the investor's highest tax rate. Yield
figures are for example only.

*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, investors are urged to consult their own tax advisers
in this regard.

                                       9
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:
   o elimination of one or more bonds from the Fund's portfolio because of
     calls, redemptions or sales;
   o a change in the Fund's expenses; or
   o the failure by a bond's issuer to pay interest.

Changes in interest rates generally will not affect your income because the
portfolio is fixed.

Along with your income, you will receive your share of any available bond
principal.

RETURN FIGURES

We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.

Estimated Current Return equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):


 Estimated Annual                  Estimated
 Interest Income        -       Annual Expenses
- -------------------------------------------------
                   Unit Price


Estimated Long Term Return is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.

Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.

These return quotations are designed to be comparative rather than predictive.

RECORDS AND REPORTS

You will receive:
o a monthly statement of income payments and any principal payments;
o a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
o an annual report on Fund activity; and
o annual tax information. This will also be sent to the IRS. You must report the
  amount of tax-exempt interest received during the year.

You may request:
o copies of bond evaluations to enable you to comply with federal and state tax
  reporting requirements; and
o audited financial statements of the Fund.

You may inspect records of Fund transactions at the Trustee's office during
regular business hours.

                                       10
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.

CALL RISK

Many bonds can be prepaid or 'called' by the issuer before their stated
maturity.

For example, some bonds may be required to be called pursuant to mandatory
sinking fund provisions.

Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.

An issuer might call its bonds in extraordinary cases, including if:
   o it no longer needs the money for the original purpose;
   o the project is condemned or sold;
   o the project is destroyed and insurance proceeds are used to redeem the
     bonds;
   o any related credit support expires and is not replaced; or
   o interest on the bonds become taxable.

If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.

REDUCED DIVERSIFICATION RISK

If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.

LIQUIDITY RISK

You can always sell back your units, but we cannot assure you that a liquid
trading market will always exist for the bonds in the portfolio, especially
since current law may restrict the Fund from selling bonds to any Sponsor. The
bonds will generally trade in the over-the-counter market. The value of the
bonds, and of your investment, may be reduced if trading in bonds is limited or
absent.

CONCENTRATION RISK

When a certain type of bond makes up 25% or more of the portfolio, it is said to
be 'concentrated' in that bond type, which makes the Portfolio less diversified.

Here is what you should know about the Florida Portfolio's concentration in
hospital and health care bonds.
   o payment for these bonds depends on revenues from private third-party payors
      and government programs, including Medicare and Medicaid, which have
      generally undertaken cost containment measures to limit payments to health
     care providers;
   o hospitals face increasing competition resulting from hospital mergers and
      affiliations;
   o hospitals need to reduce costs as HMOs increase market penetration and
     hospital supply and drug companies raise prices;
   o hospitals and health care providers are subject to various legal claims by
     patients and others and are adversely affected by increasing costs of
     insurance; and

                                       11
<PAGE>
   o many hospitals are aggressively buying physician practices and assuming
     risk contracts to gain market share. If revenues do not increase
     accordingly, this practice could reduce profits;
   o Medicare is changing its reimbursement system for nursing homes. Many
     nursing home providers are not sure how they will be treated. In many
     cases, the providers may receive lower reimbursements and these would have
     to cut expenses to maintain profitability; and
   o most retirement/nursing home providers rely on entrance fees for operating
     revenues. If people live longer than expected and turnover is lower than
     budgeted, operating revenues would be adversely affected by less than
     expected entrance fees.

Here is what you should know about the Florida and New York Portfolios'
concentrations in refunded bonds. Refunded bonds are typically:
   o backed by direct obligations of the U.S. government; or
   o in some cases, backed by obligations guaranteed by the U.S. government and
      placed in escrow with an independent trustee;
   o noncallable prior to maturity; but
   o sometimes called for redemption prior to maturity.

Changes to the portfolio from bond redemptions, maturities and sales may affect
the Fund's concentrations over time.

STATE CONCENTRATION RISK

FLORIDA RISKS

Generally

Florida's financial condition is affected by numerous national, economic, social
and environmental policies and conditions. For example:

   o south Florida is heavily involved with foreign tourism, trade and
     investment capital. As a result, the region is susceptible to international
     trade and currency imbalances and economic problems in Central and South
     America;

   o central and northern Florida are more vulnerable to agricultural problems,
     such as crop failures or severe weather conditions, especially in the
     citrus and sugar industries; and

   o the state as a whole is also very dependent on tourism and construction.

State and Local Government

The state of Florida and its local governments are restricted in their ability
to raise taxes and incur debts. These restrictions limit their ability to
generate revenue, and so could hurt their ability to pay debts.

General obligations of the state are rated Aa2 by Moody's, AA+ by Standard &
Poor's and AA by Fitch.

NEW YORK RISKS

Generally

For decades, New York's economy has trailed the rest of the nation. Both the
state and New York City have experienced long-term structural imbalances between
revenues and expenses, and have repeatedly relied substantially on non-recurring
measures to achieve budget balance. The pressures that contribute to budgetary
problems at both the state and local level include:

   o the high combined state and local tax burden;

   o a decline in manufacturing jobs, leading to above-average unemployment;

   o sensitivity to the financial services industry; and

                                       12
<PAGE>
   o dependence on federal aid.

State Government

The State government frequently has difficulty approving budgets on time. Budget
gaps of $1 billion and $4 billion are projected for the next two years. The
State's general obligation bonds are rated A by Standard & Poor's and A2 by
Moody's. There is $37 billion of state-related debt outstanding.

New York City Government

Even though the City had budget surpluses each year from 1981, budget gaps of $2
billion are projected for each of the next three years. New York City faces
fiscal pressures from:

   o aging public facilities that need repair or replacement;

   o welfare and medical costs;

   o expiring labor contracts; and

   o a high and increasing debt burden.

The City requires substantial state aid, and its fiscal strength depends heavily
on the securities industry. Its general obligation bonds are rated A-by Standard
& Poor's and A3 by Moody's.

BOND QUALITY RISK

A reduction in a bond's rating may decrease its value and, indirectly, the value
of your investment in the Fund.

INSURANCE RELATED RISK

The bonds are backed by insurance companies (as shown under Portfolios).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state laws and federal initiatives and tax law changes could
significantly affect the insurance business. The claims-paying ability of the
insurance companies is generally rated A or better by Standard & Poor's or
another nationally recognized rating organization. The insurance company ratings
are subject to change at any time at the discretion of the rating agencies.

LITIGATION AND LEGISLATION RISKS

We do not know of any pending litigation that might have a material adverse
effect upon the Fund.

Future tax legislation could affect the value of the portfolio by:
   o limiting real property taxes,
   o reducing tax rates,
   o imposing a flat or other form of tax, or
   o exempting investment income from tax.

SELLING OR EXCHANGING UNITS

You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
   o adding the value of the bonds, net accrued interest, cash and any other
     Fund assets;
   o subtracting accrued but unpaid Fund expenses, unreimbursed Trustee
      advances, cash held to buy back units or for distribution to investors and
     any other Fund liabilities; and
   o dividing the result by the number of outstanding units.

Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.

SPONSORS' SECONDARY MARKET

While we are not obligated to do so, we will buy back units at net asset value
without any

                                       13
<PAGE>
other fee or charge. We may resell the units to other buyers or to the Trustee.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices.

We have maintained the secondary market continuously for over 25 years, but we
could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional documents are
needed such as a trust document, certificate of corporate authority, certificate
of death or appointment as executor, administrator or guardian.

Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.

As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.

If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.

There could be a delay in paying you for your units:
   o if the New York Stock Exchange is closed (other than customary weekend and
      holiday closings);
   o if the SEC determines that trading on the New York Stock Exchange is
     restricted or that an emergency exists making sale or evaluation of the
     bonds not reasonably practicable; and
   o for any other period permitted by SEC order.

EXCHANGE OPTION

You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.90%. You may exchange units of this Fund for units
of certain other Defined Asset Funds at a reduced sales fee if your investment
goals change. To exchange units, you should talk to your financial professional
about what funds are exchangeable, suitable and currently available.

Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two funds are not materially different; you should consult your own tax adviser.

We may amend or terminate this exchange option at any time without notice.

                                       14
<PAGE>
HOW THE FUND WORKS

PRICING

The price of a unit includes interest accrued on the bonds, less expenses, from
the initial most recent Record Day up to, but not including, the settlement
date, which is usually three business days after the purchase date of the unit.

A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.

INCOME

The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.

EXPENSES

The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
   o to reimburse the Trustee for the Fund's operating expenses;
   o for extraordinary services and costs of indemnifying the Trustee and the
      Sponsors;
   o costs of actions taken to protect the Fund and other legal fees and
     expenses;
   o expenses for keeping the Fund's registration statement current; and
   o Fund termination expenses and any governmental charges.

The Sponsors are currently reimbursed up to 55 cents per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Portfolio's registration statement yearly are also
now chargeable to the Portfolio. While this fee may exceed the amount of these
costs and expenses attributable to this Fund, the total of these fees for all
Series of Defined Asset Funds will not exceed the aggregate amount attributable
to all of these Series for any calendar year. The Fund also pays the Evaluator's
fees.

The Trustee's, Sponsors' and Evaluator's fees may be adjusted for inflation
without investors' approval.

The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on

                                       15
<PAGE>
Fund assets to secure reimbursement of Fund expenses and may sell bonds if cash
is not available.

PORTFOLIO CHANGES

The Sponsors and Trustee are not liable for any default or defect in a bond; if
a contract to buy any bond.

Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the portfolio. Units offered in the secondary market may not
represent the same face amount of bonds that they did originally.

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
   o diversity of the portfolio;
   o size of the Fund relative to its original size;
   o ratio of Fund expenses to income;
   o current and long-term returns;
   o degree to which units may be selling at a premium over par; and
   o cost of maintaining a current prospectus.

FUND TERMINATION

The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.

When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable price may continue to be held by the
Trustee in a liquidating trust pending its final sale.

You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.

CERTIFICATES

Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.

TRUST INDENTURE

The Fund is a 'unit investment trust' governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.

                                       16
<PAGE>
The Sponsors and the Trustee may amend the Indenture without your consent:
   o to cure ambiguities;
   o to correct or supplement any defective or inconsistent provision;
   o to make any amendment required by any governmental agency; or
   o to make other changes determined not to be materially adverse to your best
     interest (as determined by the Sponsors).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
   o it fails to perform its duties and the Sponsors determine that its
     replacement is in your best interest; or
   o it becomes incapable of acting or bankrupt or its affairs are taken over by
      public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.

Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
   o remove it and appoint a replacement Sponsor;
   o liquidate the Fund; or
   o continue to act as Trustee without a Sponsor.

Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.

The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
counsel for the Sponsors, has given an opinion that the units are validly
issued. Special counsel located in the relevant states have given state and
local tax opinions.

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statements of Condition included in this
prospectus.

SPONSORS

The Sponsors are:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051

SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)

                                       17
<PAGE>
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE

The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee.

It is supervised by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and New York State banking authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial date of deposit of the bonds. Any cash
made available by you to the Sponsors before the settlement date for those units
may be used in the Sponsors' businesses to the extent permitted by federal law
and may benefit the Sponsors.

A Sponsor or Underwriter may realize profits or sustain losses on bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.

In maintaining a secondary market, the Sponsors will also realize profits or
sustain losses in the amount of any difference between the prices at which they
buy units and the prices at which they resell or redeem them.

PUBLIC DISTRIBUTION

The Sponsors do not intend to qualify units for sale in any foreign countries.
This prospectus does not constitute an offer to sell units in any country where
units cannot lawfully be sold.

CODE OF ETHICS

Merrill Lynch, as agent for the Sponsors, has adopted a code of ethics requiring
preclearance and reporting of personal securities transactions by its employees
with access to information on portfolio transactions. The goal of the code is to
prevent fraud, deception or misconduct against the Fund and to provide
reasonable standards of conduct.

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major

                                       18
<PAGE>
operational difficulties for the Fund. The Year 2000 Problem may adversely
affect the issuers of the bonds contained in a Portfolio, but we cannot predict
whether any impact will be material to the Fund as a whole.

TAXES

The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances, or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.

At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes may be taken into
account in determining your preference itms for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the issuer (or other users) have complied or will comply
with any requirements necessary for a bond to be tax-exempt. If any of the bonds
were determined not to be tax-exempt, you could be required to pay income tax
for current and prior years, and if the Fund were to sell the bond, it might
have to sell it at a substantial discount.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

The Fund will not be taxed as a corporation for federal income tax purposes, and
you will be considered to own directly your share of each bond in the Fund.

GAIN OR LOSS UPON DISPOSITION

When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. Your gain, however,
will generally be ordinary income to the extent of any accrued 'market
discount'. Generally you will have market discount to the extent that your basis
in a bond when you purchase a unit is less than its stated redemption price at
maturity (or, if it is an original issue discount bond, the issue price
increased by original issue discount that has accrued on the bond before your
purchase). You should consult your tax adviser in this regard.

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term otherwise. If
you are an individual and sell your units after holding them for more than one
year, you may be entitled to a 20% maximum federal tax rate on any resulting
gains. Consult your tax adviser in this regard. Because the deductibility of
capital losses is subject to limitations, you may not be able to deduct all of
your capital losses.

                                       19
<PAGE>
YOUR BASIS IN THE BONDS

Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges and the organizational expenses you pay, adjusted to
reflect any accruals of 'original issue discount,' 'acquisition premium' and
'bond premium'. You should consult your tax adviser in this regard.

EXPENSES

If you are not a corporate investor, you will not be entitled to a deduction for
your share of fees and expenses of the Fund. Also, if you borrowed money in
order to purchase or carry your units, you will not be able to deduct the
interest on this borrowing for federal income tax purposes. The IRS may treat
your purchase of units as made with borrowed money even if the money is not
directly traceable to the purchase of units.

STATE AND LOCAL TAXES

Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the extent that the income is
earned on bonds that are tax-exempt for New York purposes. Depending on where
you live, your income from the Fund may be subject to state and local taxation.
You should consult your tax adviser in this regard.

FLORIDA TAXES

In the opinion of Greenberg, Traurig, P.A., Miami, Florida, special counsel on
Florida tax matters:

Under the income tax laws of the State of Florida, the Fund will not be taxed as
a corporation. Florida imposes an income tax on corporations but does not impose
a personal income tax. Accordingly, if you are an individual taxpayer your
income from the Fund will not be subject to tax in Florida. However, if you are
an entity that is normally taxed as a corporation, your income from the fund
will not be exempt from tax in Florida and special rules for taxation apply
depending on the type of entity. You should consult your tax adviser in this
regard.

Florida also imposes a tax on intangible personal property, such as stocks,
bonds, notes and units in trusts. The tax is imposed on Florida taxpayers as of
January 1st of each year. Florida exempts certain types of bonds and debt
obligations from this tax. Your units will be exempt from the intangible
personal property tax as long as the Fund invests exclusively in bonds and other
debt obligations that are tax-exempt for Florida purposes.

SUPPLEMENTAL INFORMATION

You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolios, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.

                                       20


<PAGE>
          DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
          MULTISTATE SERIES - 12 (FLORIDA AND NEW YORK TRUSTS)

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Defined Asset Funds - Municipal Investment Trust Fund,
          Multistate Series - 12 (Florida and New York Trusts):

          We have audited the accompanying statements of condition of
          Defined Asset Funds - Municipal Investment Trust Fund,
          Multistate Series -12 (Florida and New York Trusts), including
          the portfolios, as of July 31, 1999 and the related statements of
          operations and of changes in net assets for the years ended
          July 31, 1999, 1998 and 1997. These financial statements are
          the responsibility of the Trustee. Our responsibility is to
          express an opinion on these financial statements based on our
          audits.

          We conducted our audits in accordance with generally accepted
          auditing standards. Those standards require that we plan and
          perform the audit to obtain reasonable assurance about whether
          the financial statements are free of material misstatement. An
          audit includes examining, on a test basis, evidence supporting
          the amounts and disclosures in the financial statements.
          Securities owned at July 31, 1999, as shown in such portfolios,
          were confirmed to us by The Chase Manhattan Bank, the Trustee.
          An audit also includes assessing the accounting principles used
          and significant estimates made by the Trustee, as well as
          evaluating the overall financial statement presentation. We
          believe that our audits provide a reasonable basis for our
          opinion.

          In our opinion, the financial statements referred to above
          present fairly, in all material respects, the financial
          position of Defined Asset Funds - Municipal Investment Trust Fund,
          Multistate Series - 12 (Florida and New York Trusts) at July 31,
          1999 and the results of their operations and changes in their net
          assets for the above-stated years in conformity with generally
          accepted accounting principles.


          DELOITTE & TOUCHE LLP

          New York, N.Y.
          September 28, 1999

                                            D - 1.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (FLORIDA TRUST)


     STATEMENT OF CONDITION
     As of July 31, 1999

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
{ 20}     at value (cost $ 3,246,277)(Note 1) .........                                               $   3,469,168
{ 36}  Accrued interest................................                                                      39,628
{ 32}  Cash - income ..................................                                                       5,725
{ 34}  Cash - principal ...............................                                                       5,069
                                                                                                      -------------
{ 40}    Total trust property .........................                                                   3,519,590


     LESS LIABILITY:
{143}  Accrued Sponsors' fees .........................                                                         811
                                                                                                      -------------


     NET ASSETS, REPRESENTED BY:
{ 80}  3,369 units of fractional undivided
{ 80}     interest outstanding (Note 3) ...............                              $   3,474,237

{105}  Undistributed net investment income ............                                     44,542    $   3,518,779
                                                                                     -------------    =============

{130}UNIT VALUE ($ 3,518,779 / 3,369 units)............                                               $    1,044.46
                                                                                                      =============
</TABLE>
                                              See Notes to Financial Statements.


                                            D - 2.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (FLORIDA TRUST)


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                  Years Ended July 31,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>

     INVESTMENT INCOME:

{ 10}  Interest income ........................    $   212,120      $   233,569       $   247,769
{ 20}  Trustee's fees and expenses ............         (4,951)          (5,691)           (5,705)
{ 30}  Sponsors' fees .........................         (1,420)          (1,484)           (1,582)
                                                   ----------------------------------------------
{ 40}  Net investment income ..................        205,749          226,394           240,482
                                                   ----------------------------------------------


     REALIZED OR UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
{ 50}    securities sold or redeemed ..........         42,329           24,938            13,301
       Unrealized appreciation (depreciation)
{ 60}    of investments .......................       (118,422)         (51,451)          152,180
                                                   ----------------------------------------------
       Net realized and unrealized
{ 80}    gain (loss) on investments ...........        (76,093)         (26,513)          165,481
                                                   ----------------------------------------------


     NET INCREASE IN NET ASSETS
{ 80}  RESULTING FROM OPERATIONS ..............    $   129,656      $   199,881       $   405,963
                                                   ==============================================
</TABLE>
                                           See Notes to Financial Statements.

                                                 D - 3.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (FLORIDA TRUST)


     STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>



                                                                  Years Ended July 31,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
{ 10}  Net investment income ..................    $   205,749      $   226,394       $   240,482
       Realized gain on
{ 20}    securities sold or redeemed ..........         42,329           24,938            13,301
       Unrealized appreciation (depreciation)
{ 30}    of investments .......................       (118,422)         (51,451)          152,180
                                                   ----------------------------------------------
       Net increase in net assets
{ 40}    resulting from operations ............        129,656          199,881           405,963
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
{ 50}  Income  ................................       (206,333)        (226,339)         (240,697)
{ 60}  Principal ..............................        (17,087)          (9,437)           (2,977)
                                                   ----------------------------------------------
{ 70}  Total distributions ....................       (223,420)        (235,776)         (243,674)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
{ 82}  Redemption amounts - income ............         (4,668)          (3,274)           (1,968)
{ 83}  Redemption amounts - principal .........       (414,834)        (255,662)         (167,758)
                                                   ----------------------------------------------
{ 84}  Total share transactions ...............       (419,502)        (258,936)         (169,726)
                                                   ----------------------------------------------

{ 90}NET DECREASE IN NET ASSETS ...............       (513,266)        (294,831)           (7,437)

{100}NET ASSETS AT BEGINNING OF YEAR ..........      4,032,045        4,326,876         4,334,313
                                                   ----------------------------------------------
{110}NET ASSETS AT END OF YEAR ................    $ 3,518,779      $ 4,032,045       $ 4,326,876
                                                   ==============================================
     PER UNIT:
       Income distributions during
{120}    year .................................    $     58.71      $     58.85       $     59.03
                                                   ==============================================
       Principal distributions during
{130}    year .................................    $      4.85      $      2.46       $      0.73
                                                   ==============================================
       Net asset value at end of
{140}    year .................................    $  1,044.46      $  1,072.35       $  1,081.45
                                                   ==============================================
     TRUST UNITS:
{ 83}  Redeemed during year ...................            391              241               162
{150}  Outstanding at end of year .............          3,369            3,760             4,001
                                                   ==============================================
</TABLE>
                                           See Notes to Financial Statements.

                                                   D - 4.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 12 (FLORIDA TRUST)


NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

(A) Securities are stated at value as determined by the
Evaluator based on bid side evaluations for the securities.

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

(C) Interest income is recorded as earned.


2. DISTRIBUTIONS

A distribution of net investment income is made to Holders each month.
Receipts other than interest, after deductions for redemptions and
applicable expenses, are also distributed periodically.


    3.    NET CAPITAL
<TABLE>
     <S>                                                                                                <C>
{ 10}     Cost of 3,369 units at Date of Deposit .....................                                  $ 3,446,140
{ 20}     Less sales charge ..........................................                                      155,075
                                                                                                         -----------
{ 25}     Net amount applicable to Holders ...........................                                    3,291,065
{ 31}     Redemptions of units - net cost of 1,631 units redeemed
{143}       less redemption amounts (principal).......................                                     (121,985)
{ 40}     Realized gain on securities sold or redeemed ...............                                      152,128
{ 50}     Principal distributions ....................................                                      (69,862)
{ 70}     Unrealized appreciation of investments......................                                      222,891
                                                                                                         -----------

{ 80}     Net capital applicable to Holders ..........................                                  $ 3,474,237
                                                                                                         ===========
</TABLE>

4. INCOME TAXES

As of July 31, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $222,891, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $3,246,277 at July 31, 1999.


                                        D - 5.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (FLORIDA TRUST)(INSURED)


     PORTFOLIO
     As of July 31, 1999

<TABLE>
<CAPTION>

                                            Rating of                                             Optional
     Portfolio No. and Title of               Issues        Face                                 Redemption
            Securities                       (1) (4)        Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Florida Mun. Pwr. Agency, Stanton II      AAA      $    45,000    6.000  %     2027(5)      10/01/02   $    43,425 $    48,257
     Proj. Rev. Bonds, Ser. 1992                                     {342816HJ7}                 @ 102.000
     (AMBAC Ins.)

  2  Hillsborough Cnty. Aviation Auth., FL,    AAA          415,000    5.900        2015         10/01/99       397,338     427,106
     Tampa International Airport Rev. Rfdg.                          {432308KE3}                 @ 104.000
     Bonds, 1992 Ser. A (AMBAC Ins.)

  3  Hillsborough Cnty., FL, Hosp. Auth.,      AAA          750,000    6.375        2013         10/01/02       754,650     800,513
     Hosp. Rev. Rfdg. Bonds (Tampa Gen.                              {432316BX4}                 @ 102.000
     Hosp. Proj.), Ser. 1992 (FSA Ins.)

  4  North Broward Hosp. Dist., FL, Hosp.      AAA          475,000    6.250        2012(5)      01/01/02       475,000     506,208
     Rev. Bonds, Ser. 1992 A (MBIA Ins.)                             {658000FB5}                 @ 102.000

  5  Orange Cnty. FL,Hlth. Fac. Auth.,         AAA          510,000    6.000        2022         11/15/02       482,812     527,901
     Hosp. Rev. Bonds, Ser. 1992 (Adventist                          {684503QJ7}                 @ 102.000
     Hlth. Sys./Sunbelt, Inc.)(FSAM Ins.)

  6  State of Florida, Dept. of Trans.,        AAA          225,000    6.350        2022(5)      07/01/02       225,851     240,593
     Tpke. Rev. Bonds, Ser. 1992 A                                   {343136GB7}                 @ 101.000
     (Financial Guaranty Ins.)
                                                            185,000    6.350        2022(5)      07/01/02       185,699     197,821
                                                                     {343136GA9}                 @ 101.000

  7  State of Florida, Orlando- Orange Cnty.   AAA          185,000    6.000        2021         None           178,834     189,126
     Expwy. Auth., Jr. Lien Rev. Bonds,                              {686543JV2}
     Ser. of 1990 (Financial Guaranty Ins.)
                                                            520,000    6.000        2021(5)      07/01/00       502,668     531,643
                                                                     {686543JW0}                 @ 100.000


                                                          ---------                                           ---------   ---------
                                                        $ 3,310,000                                         $ 3,246,277 $ 3,469,168
                                                          =========                                           =========   =========
</TABLE>
                                  See Notes to Portfolios on Page D - 13.

                                              D - 6.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (NEW YORK TRUST)


     STATEMENT OF CONDITION
     As of July 31, 1999

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
{ 20}     at value (cost $ 6,160,323)(Note 1) .........                                               $   6,619,808
{ 36}  Accrued interest................................                                                      51,384
{ 32}  Cash - income ..................................                                                      33,441
{ 34}  Cash - principal ...............................                                                      18,755
                                                                                                      -------------
{ 40}    Total trust property .........................                                                   6,723,388


     LESS LIABILITY:
{143}  Accrued Sponsors' fees .........................                                                       1,562
                                                                                                      -------------


     NET ASSETS, REPRESENTED BY:
{ 80}  6,335 units of fractional undivided
{ 80}     interest outstanding (Note 3) ...............                              $   6,638,563

{105}  Undistributed net investment income ............                                     83,263    $   6,721,826
                                                                                     -------------    =============

{130}UNIT VALUE ($ 6,721,826 / 6,335 units)............                                               $    1,061.06
                                                                                                      =============
</TABLE>
                                              See Notes to Financial Statements.

                                                      D - 7.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (NEW YORK TRUST)


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                  Years Ended July 31,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>

     INVESTMENT INCOME:

{ 10}  Interest income ........................    $   402,125      $   433,750       $   463,501
{ 20}  Trustee's fees and expenses ............         (7,456)          (8,388)           (8,603)
{ 30}  Sponsors' fees .........................         (2,711)          (2,846)           (2,942)
                                                   ----------------------------------------------
{ 40}  Net investment income ..................        391,958          422,516           451,956
                                                   ----------------------------------------------


     REALIZED OR UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
{ 50}    securities sold or redeemed ..........         44,682           51,316            32,744
       Unrealized appreciation (depreciation)
{ 60}    of investments .......................       (175,941)         (19,518)          294,776
                                                   ----------------------------------------------
       Net realized and unrealized
{ 80}    gain (loss) on investments ...........       (131,259)          31,798           327,520
                                                   ----------------------------------------------


     NET INCREASE IN NET ASSETS
{ 80}  RESULTING FROM OPERATIONS ..............    $   260,699      $   454,314       $   779,476
                                                   ==============================================
</TABLE>
                                           See Notes to Financial Statements.

                                                   D - 8.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (NEW YORK TRUST)


     STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>



                                                                  Years Ended July 31,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
{ 10}  Net investment income ..................    $   391,958      $   422,516       $   451,956
       Realized gain on
{ 20}    securities sold or redeemed ..........         44,682           51,316            32,744
       Unrealized appreciation (depreciation)
{ 30}    of investments .......................       (175,941)         (19,518)          294,776
                                                   ----------------------------------------------
       Net increase in net assets
{ 40}    resulting from operations ............        260,699          454,314           779,476
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
{ 50}  Income  ................................       (392,870)        (423,194)         (452,044)
{ 60}  Principal ..............................        (28,141)         (14,937)          (21,175)
                                                   ----------------------------------------------
{ 70}  Total distributions ....................       (421,011)        (438,131)         (473,219)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
{ 82}  Redemption amounts - income ............         (5,495)          (6,650)           (5,631)
{ 83}  Redemption amounts - principal .........       (512,635)        (588,524)         (462,939)
                                                   ----------------------------------------------
{ 84}  Total share transactions ...............       (518,130)        (595,174)         (468,570)
                                                   ----------------------------------------------

{ 90}NET DECREASE IN NET ASSETS ...............       (678,442)        (578,991)         (162,313)

{100}NET ASSETS AT BEGINNING OF YEAR ..........      7,400,268        7,979,259         8,141,572
                                                   ----------------------------------------------
{110}NET ASSETS AT END OF YEAR ................    $ 6,721,826      $ 7,400,268       $ 7,979,259
                                                   ==============================================
     PER UNIT:
       Income distributions during
{120}    year .................................    $     59.16      $     59.41       $     59.58
                                                   ==============================================
       Principal distributions during
{130}    year .................................    $      4.15      $      2.07       $      2.78
                                                   ==============================================
       Net asset value at end of
{140}    year .................................    $  1,061.06      $  1,086.04       $  1,083.70
                                                   ==============================================
     TRUST UNITS:
{ 83}  Redeemed during year ...................            479              549               446
{150}  Outstanding at end of year .............          6,335            6,814             7,363
                                                   ==============================================
</TABLE>
                                           See Notes to Financial Statements.

                                                   D - 9.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 12 (NEW YORK TRUST)


NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

(A) Securities are stated at value as determined by the
Evaluator based on bid side evaluations for the securities.

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

(C) Interest income is recorded as earned.


2. DISTRIBUTIONS

A distribution of net investment income is made to Holders each month.
Receipts other than interest, after deductions for redemptions and
applicable expenses, are also distributed periodically.


    3.    NET CAPITAL
<TABLE>
     <S>                                                                                                <C>
{ 10}     Cost of 6,335 units at Date of Deposit .....................                                  $ 6,517,351
{ 20}     Less sales charge ..........................................                                      293,248
                                                                                                         -----------
{ 25}     Net amount applicable to Holders ...........................                                    6,224,103
{ 31}     Redemptions of units - net cost of 2,665 units redeemed
{143}       less redemption amounts (principal).......................                                     (180,738)
{ 40}     Realized gain on securities sold or redeemed ...............                                      242,640
{ 50}     Principal distributions ....................................                                     (106,927)
{ 70}     Unrealized appreciation of investments......................                                      459,485
                                                                                                         -----------

{ 80}     Net capital applicable to Holders ..........................                                  $ 6,638,563
                                                                                                         ===========
</TABLE>

4. INCOME TAXES

As of July 31, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $459,485, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $6,160,323 at July 31, 1999.
                                                D - 10.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (NEW YORK TRUST)(INSURED)



     PORTFOLIO
     As of July 31, 1999

<TABLE>
<CAPTION>

                                            Rating of                                            Optional
     Portfolio No. and Title of              Issues        Face                                 Redemption
            Securities                       (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Dorm.  Auth. of the State of New York,    AAA      $   925,000    5.750  %     2022         07/01/02   $   851,037 $   935,591
     Ins. Rev. Bonds, Upstate Cmnty.                                 {649832T36}                 @ 102.000
     Colleges, 1992  A  Issue
     (Connie Lee Ins.)

  2  Dormitory Auth. of the State of New       AAA        1,025,000    6.000        2011         07/01/02     1,002,296   1,086,326
     York, Siena College Ins. Rev. Bonds,                            {649832P63}                 @ 102.000
     Ser. 1992 (MBIA Ins.)

  3  Metropolitian Trans. Auth., NY,           AAA          720,000    6.250        2017(5)      07/01/02       715,435     774,324
     Commuter Fac. Rev. Bonds, Ser. B                                {592596GV6}                 @ 102.000
     (MBIA Ins.)

  4  New York City, NY, Muni. Wtr. Fin. Auth.   AAA         960,000    6.000        2017         06/15/02       923,990   1,000,723
     Auth., Wtr. and Swr. Sys. Rev. Bonds,                           {649706XW3}                 @ 101.500
     Fiscal 1993 Ser. A (FSA Ins.)

  5  Niagara Falls Bridge Comm., NY, Toll      AAA           30,000    6.125        2019(5)      10/01/02        29,704      32,282
     Bridge Sys. Rev. Bonds, Ser. 1992                               {653403AQ8}                 @ 102.000
     (Financial Guaranty Ins.)

  6  Power Auth. of the State of New York,     AAA          750,000    6.250        2023         01/01/02       752,948     790,020
     Gen. Purpose Bonds AA (AMBAC Ins.)                              {649892ZU3}                 @ 102.000

  7  The City of New York, Genl. Oblig.        AAA          620,000    6.250        2009(5)      08/01/02       620,000     664,950
     Bonds, Fiscal 1992 Ser. C Fixed Rate                            {649655NF0}                 @ 101.500
     Bonds, Subser. C-1 (FSA Ins.)
                                                             10,000    6.250        2009         08/01/02        10,000      10,664
                                                                     {649655NG8}                 @ 101.500




</TABLE>


                                                        D - 11.
<PAGE>
     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 12 (NEW YORK TRUST)(INSURED)


     PORTFOLIO
     As of July 31, 1999

<TABLE>
<CAPTION>

                                            Rating of                                             Optional
     Portfolio No. and Title of              Issues         Face                                 Redemption
            Securities                       (1) (4)        Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  8  Triborough Bridge and Tunnel Auth., NY,   AAA      $   250,000    6.250  %     2012         01/01/02   $   250,983 $   262,808
     Spec. Oblig. Rev. Rfdg. Bonds,                                  {896033PA9}                 @ 101.500
     Ser. 1992 (AMBAC Ins.)
                                                          1,000,000    6.250        2012(5)      01/01/02     1,003,930   1,062,120
                                                                     {896033NR4}                 @ 101.500


                                                          ---------                                           ---------   ---------
                                                        $ 6,290,000                                         $ 6,160,323 $ 6,619,808
                                                          =========                                           =========   =========
</TABLE>
                                  See Notes to Portfolios on Page D - 13.

                                                    D - 12.
<PAGE>
DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 12 (FLORIDA AND NEW YORK TRUSTS)


NOTES TO PORTFOLIOS
As of July 31, 1999

(1) The ratings of the bonds are by Standard & Poor's Ratings Group, or by
Moody's Investors Service, Inc. if followed by "(m)", or by Fitch
Investors Service, Inc. if followed by "(f)"; "NR" indicates that this
bond is not currently rated by any of the above-mentioned rating services.
These ratings have been furnished by the Evaluator but not confirmed with
the rating agencies.

(2) See Notes to Financial Statements.

(3) Optional redemption provisions, which may be exercised in whole or in
part, are initially at prices of par plus a premium, then subsequently at
prices declining to par. Certain securities may provide for redemption at
par prior or in addition to any optional or mandatory redemption dates or
maturity, for example, through the operation of a maintenance and
replacement fund, if proceeds are not able to be used as contemplated, the
project is condemned or sold or the project is destroyed and insurance
proceeds are used to redeem the securities. Many of the securities are also
subject to mandatory sinking fund redemption commencing on dates which may
be prior to the date on which securities may be optionally redeemed. Sinking
fund redemptions are at par and redeem only part of the issue. Some of the
securities have mandatory sinking funds which contain optional provisions
permitting the issuer to increase the principal amount of securities called
on a mandatory redemption date. The sinking fund redemptions with optional
provisions may, and optional refunding redemptions generally will, occur at
times when the redeemed securities have an offering side evaluation which
represents a premium over par. To the extent that the securities were
acquired at a price higher than the redemption price, this will represent a
loss of capital when compared with the Public Offering Price of the Units
when acquired. Distributions will generally be reduced by the amount of the
income which would otherwise have been paid with respect to redeemed
securities and there will be distributed to Holders any principal amount and
premium received on such redemption after satisfying any redemption requests
for Units received by the Fund. The estimated current return may be affected
by redemptions.

(4) All securities are insured, either on an individual basis or by portfolio
insurance, by a municipal bond insurance company which has been assigned
"AAA" claims paying ability by Standard & Poor's. Accordingly, Standard &
Poor's has assigned a "AAA" rating to the securities. Securities covered by
portfolio insurance are rated "AAA" only as long as they remain in the Trust.

(5) Bonds with an aggregate face amount of $ 1,450,000 of the Florida Trust and
$2,370,000 of the New York Trust have been pre-refunded and are expected to
be called for redemption on the optional redemption provision dates shown.





                                D - 13.



<PAGE>
                             Defined
                             Asset FundsSM


HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--12
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         o Securities Act of 1933 (file no.
                                         33-49308) and
                                         o Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         Units of any future series may not be
                                         sold nor may offers to buy be accepted
                                         until that series has become effective
                                         with the Securities and Exchange
                                         Commission. No units can be sold in any
                                         State where a sale would be illegal.


                                                     14294--10/99


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