DEFINED ASSET FUNDS MUN INVT TR FD MULTISTATE SERIES 24
497, 2000-04-03
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                             DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                             ------------------------------
                             ----------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--24
                           (A UNIT INVESTMENT TRUST)
                           -  OHIO AND PENNSYLVANIA PORTFOLIOS
                           -  PORTFOLIOS OF INSURED LONG-TERM MUNICIPAL BONDS
                           -  DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
                           -  EXEMPT FROM SOME STATE TAXES
                           -  MONTHLY DISTRIBUTIONS

SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED               -----------------------------------------------------
SALOMON SMITH BARNEY INC.  The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES      approved or disapproved these Securities or passed
INC.                       upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated March 31, 2000.

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

Defined Asset Funds--Registered Trademark--
Defined Asset Funds-Registered Trademark- 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:
  - A Disciplined strategy of buying and holding with a long-term view is the
    cornerstone of Defined Asset Funds.
  - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
    funds are not managed and portfolio changes are limited.
  - Defined Portfolios: We choose the stocks and bonds in advance, so you know
    what you're investing in.
  - Professional research: Our dedicated research team seeks out stocks or bonds
    appropriate for a particular fund's objectives.
  - 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 DECEMBER 31, 1999, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
Ohio Insured Portfolio--
  Risk/Return Summary................    3
Pennsylvania 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..................   14
  Insurance Related Risk.............   14
  Litigation and Legislation Risks...   14
Selling or Exchanging Units..........   14
  Sponsors' Secondary Market.........   14
  Selling Units to the Trustee.......   14
  Exchange Option....................   15
How The Fund Works...................   15
  Pricing............................   15
  Evaluations........................   15
  Income.............................   16
  Expenses...........................   16
  Portfolio Changes..................   16
  Fund Termination...................   17
  Certificates.......................   17
  Trust Indenture....................   17
  Legal Opinion......................   18
  Auditors...........................   18
  Sponsors...........................   18
  Trustee............................   19
  Underwriters' and Sponsors'
    Profits..........................   19
  Public Distribution................   19
  Code of Ethics.....................   19
  Year 2000 Issues...................   19
Taxes................................   20
Supplemental Information.............   22
Financial Statements.................  D-1
</TABLE>

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

OHIO INSURED PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 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?

  -  The Fund plans to hold to maturity 6
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $1,810,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  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.
  -  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:
</TABLE>

<TABLE>
  / / General Obligation                30%
<S>                                 <C>
  / / Lease Rental Appropriation        22%
  / / Municipal Water/Sewer
      Utilities                         15%
  / / Refunded Bonds                    12%
  / / Municipal Electric Utilities      21%
</TABLE>

<TABLE>
<C>  <S>
 4.  WHAT ARE THE SIGNIFICANT RISKS?

     YOU CAN LOSE MONEY BY INVESTING IN THE
     FUND. THIS CAN HAPPEN FOR VARIOUS
     REASONS, INCLUDING:

  -  Rising interest rates, an issuer's
     worsening financial condition or a drop
     in bond ratings can reduce the price of
     your units.

  -  Because the Fund is concentrated in
     general obligation bonds, adverse
     developments in this sector may affect
     the value of your units.

  -  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.

  -  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 OHIO SO IT IS LESS DIVERSIFIED
     THAN A NATIONAL FUND AND IS SUBJECT TO
     RISKS PARTICULAR TO OHIO WHICH ARE
     BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       3
<PAGE>

<TABLE>
<C>  <S>
 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.
</TABLE>

<TABLE>
<C>  <S>
     DEFINING YOUR INCOME
</TABLE>

<TABLE>
<C>  <S>                                           <C>
     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                $ 3.93
     Annual Income per unit:                        $47.20
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

<TABLE>
<C>  <S>
 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:
</TABLE>

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     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%
</TABLE>

<TABLE>
<C>  <S>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
</TABLE>

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.58
     Trustee's Fee
                                                    $0.44
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.32
     Evaluator's Fee
                                                    $0.70
     Other Operating Expenses
                                                    -----
                                                    $2.04
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     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 OHIO 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 Ohio Series were offered
     between September 22, 1988 and September 13,
     1996 and were outstanding on December 31, 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
     12/31/99.
</TABLE>

<TABLE>
<CAPTION>
                          WITH SALES FEE       NO SALES FEE
                         1 YEAR   5 YEARS    1 YEAR   5 YEARS
 <S>                    <C>       <C>       <C>       <C>
 -------------------------------------------------------------
 High                    1.33%     5.95%     2.18%     7.14%
 Average                 -3.15      4.79     -1.52      5.87
 Low                     -13.63     3.11     -10.92     3.79

<C>  <S>

<C>  <S>
     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.
</TABLE>

                                       4
<PAGE>

<TABLE>
<C>  <S>
 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              $856.26
     (as of December 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.
</TABLE>

<TABLE>
<C>  <S>
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 Ohio state
     and local personal income taxes if you
     live in Ohio.
     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.
</TABLE>

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

PENNSYLVANIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 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?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,545,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  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.
  -  The Fund is concentrated in refunded
     bonds.
  -  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:
</TABLE>

<TABLE>
  / / Airports/Ports/Highways           15%
<S>                                 <C>
  / / General Obligation                18%
  / / Hospitals/Health Care             27%
  / / Refunded Bonds                    40%
</TABLE>

<TABLE>
<C>  <S>
 4.  WHAT ARE THE SIGNIFICANT RISKS?

     YOU CAN LOSE MONEY BY INVESTING IN THE
     FUND. THIS CAN HAPPEN FOR VARIOUS
     REASONS, INCLUDING:

  -  Rising interest rates, an issuer's
     worsening financial condition or a drop
     in bond ratings can reduce the price of
     your units.

  -  Because the Fund is concentrated in
     hospital/health care bonds, adverse
     developments in this sector may affect
     the value of your units.

  -  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.

  -  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 PENNSYLVANIA SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO
     PENNSYLVANIA WHICH ARE BRIEFLY DESCRIBED
     UNDER STATE CONCENTRATION RISKS LATER IN
     THIS PROSPECTUS.
</TABLE>

                                       6
<PAGE>

<TABLE>
<C>  <S>
 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.
</TABLE>

<TABLE>
<C>  <S>
     DEFINING YOUR INCOME
</TABLE>

<TABLE>
<C>  <S>                                           <C>
     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                $ 4.81
     Annual Income per unit:                        $57.79
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

<TABLE>
<C>  <S>
 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:
</TABLE>

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     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%
</TABLE>

<TABLE>
<C>  <S>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
</TABLE>

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.69
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.21
     Evaluator's Fee
                                                    $0.45
     Other Operating Expenses
                                                    -----
                                                    $1.84
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     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 PENNSYLVANIA 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 Pennsylvania
     Series were offered between May 19, 1988 and
     September 13, 1996 and were outstanding on
     December 31, 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
     12/31/99.
</TABLE>

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

<TABLE>
 High                    0.92%     6.43%     5.46%     2.00%     7.62%     6.05%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -3.94      5.10      5.25     -2.10      6.16      5.82
 Low                     -13.31     3.07      5.12     -10.52     3.74      5.71
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.94%     5.22%     5.66%
</TABLE>

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

NOTE: ALL RETURNS REPRESENT CHANGES IN UNIT PRICE WITH DISTRIBUTIONS REINVESTED
 INTO THE MUNICIPAL FUND INVESTMENT ACCUMULATION PROGRAM.

<TABLE>
<C>  <S>
 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.
</TABLE>

                                       7
<PAGE>

<TABLE>
<C>  <S>
 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             $1,016.01
     (as of December 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.
</TABLE>

<TABLE>
<C>  <S>
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 Pennsylvania
     state and local personal income taxes if
     you live in Pennsylvania.
     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 generally will
     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.
</TABLE>

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

                               FOR OHIO RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%        7.5%        8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                        $      0- 43,850     19.26       4.95       5.57       6.19       6.81       7.43       8.05       8.67
  $      0- 26,250                           18.65       4.92       5.53       6.15       6.76       7.38       7.99       8.60
                        $ 43,851-105,950     32.79       5.95       6.70       7.44       8.18       8.93       9.67      10.41
  $ 26,251- 63,550                           31.61       5.85       6.58       7.31       8.04       8.77       9.50      10.24
  $ 63,551-132,600      $105,951-161,450     35.59       6.21       6.99       7.76       8.54       9.32      10.09      10.87
  $132,601-288,350      $161,451-288,350     40.63       6.74       7.58       8.42       9.26      10.11      10.95      11.79
OVER $288,350           OVER $288,350        43.97       7.14       8.03       8.92       9.82      10.71      11.60      12.49

<S>                    <C>        <C>
                         9.29       9.91
  $      0- 26,250       9.22       9.83
                        11.16      11.90
  $ 26,251- 63,550      10.97      11.70
  $ 63,551-132,600      11.64      12.42
  $132,601-288,350      12.63      13.47
OVER $288,350           13.38      14.28
</TABLE>

                           FOR PENNSYLVANIA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          3%        3.5%        4%        4.5%        5%        5.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         6%        6.5%        7%        7.5%        8%
<S>                    <C>        <C>        <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $      0- 43,850     17.38       3.63       4.24       4.84       5.45       6.05       6.66       7.26
  $ 26,251- 63,550      $ 43,851-109,950     30.02       4.29       5.00       5.72       6.43       7.14       7.86       8.57
  $ 63,551-132,600      $105,951-161,450     32.93       4.47       5.22       5.96       6.71       7.46       8.20       8.95
  $132,601-288,350      $161,451-288,350     37.79       4.82       5.63       6.43       7.23       8.04       8.84       9.65
OVER $288,350           OVER $288,350        41.29       5.11       5.96       6.81       7.66       8.52       9.37      10.22

<S>                    <C>        <C>        <C>        <C>
  $      0- 26,250       7.87       8.47       9.08       9.68
  $ 26,251- 63,550       9.29      10.00      10.72      11.43
  $ 63,551-132,600       9.69      10.44      11.18      11.93
  $132,601-288,350      10.45      11.25      12.06      12.86
OVER $288,350           11.07      11.92      12.77      13.63
</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 2000
federal and applicable State income tax rates and assumes that all income would
otherwise be taxed at the investor's highest tax rate. Yield figures are for
example only.

*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, you should consult your 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:
  - elimination of one or more bonds from the Fund's portfolio because of calls,
    redemptions or sales;
  - a change in the Fund's expenses; or
  - 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):

<TABLE>
<S>              <C>  <C>
Estimated Annual         Estimated
Interest Income   -   Annual Expenses
- -------------------------------------
             Unit Price
</TABLE>

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:
- - a monthly statement of income payments and any principal payments;
- - a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
- - an annual report on Fund activity; and
- - 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:
- - copies of bond evaluations to enable you to comply with federal and state tax
  reporting requirements; and
- - 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:
  - it no longer needs the money for the original purpose;
  - the project is condemned or sold;
  - the project is destroyed and insurance proceeds are used to redeem the
    bonds;
  - any related credit support expires and is not replaced; or
  - 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 Pennsylvania Portfolio's concentration in
hospital and health care bonds.
  - 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;
  - hospitals face increasing competition resulting from hospital mergers and
    affiliations;
  - hospitals need to reduce costs as HMOs increase market penetration and
    hospital supply and drug companies raise prices;
  - hospitals and health care providers are subject to various legal claims by
    patients

                                       11
<PAGE>
    and others and are adversely affected by increasing costs of insurance; and
  - 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;
  - 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
  - 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 Ohio Portfolio's concentration in general
obligation bonds.
  - general obligation bonds are backed by the issuer's pledge of its full
    faith, credit and taxing power;
  - but the taxing power of any government issuer may be limited by provisions
    of the state constitution or laws as well as political considerations; and
  - an issuer's credit can be negatively affected by various factors, including
    population decline that erodes the tax base, natural disasters, decline in
    industry, limited access to capital markets or heavy reliance on state or
    federal aid.

Here is what you should know about the Pennsylvania Portfolio's concentration in
refunded bonds. Refunded bonds are typically:
  - backed by direct obligations of the U.S. government; or
  - in some cases, backed by obligations guaranteed by the U.S. government and
    placed in escrow with an independent trustee;
  - noncallable prior to maturity; but
  - 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

OHIO RISKS

GENERALLY

Overall, Ohio's economy is more cyclical than non-industrial states and the
nation as a whole:

  - manufacturing (including auto-related manufacturing) is an important part of
    Ohio's economy.

  - agriculture and related industries are also very important.

  - recent employment growth has been in non-manufacturing areas.

STATE GOVERNMENT

The Ohio general revenue fund for the current two-year period calls for
expenditures of over $36 billion:

  - because general fund receipts and payments do not match exactly, temporary
    cash-flow deficiencies occur throughout the year. Ohio law permits the state
    government to manage this problem by permitting the adjustment of payment
    schedules and the use of the total operating fund.

  - Ohio's general obligation bonds are currently rated Aa1 by Moody's; AA+ by
    Standard & Poor's (except for the

                                       12
<PAGE>
    State's highway bonds which Standard & Poor's rates AAA). Fitch rates Ohio's
    general obligation bonds and its highway bonds AA+. Other bonds issued by
    other State agencies may have lower ratings. Any of these ratings may be
    changed.

  - Ohio voters have authorized the State to incur debt to which taxes or
    excises are pledged for payment.

EDUCATION FINANCING

In 1997, the Ohio Supreme Court found major aspects of the State's school
funding system to be unconstitutional. The Court ruled that, although property
taxes can play a role in school financing, they can no longer be the primary
means of school financing. The Court stayed its ruling to allow the State to
devise a system that complied with the State's constitution. During that stay,
repayment provisions of certain bonds issued for school funding will remain
valid.

PENNSYLVANIA RISKS

GENERALLY

Pennsylvania and many of its municipalities (including Philadelphia) have
undergone an economic decline:

  - coal, steel, railroads and other heavy industry historically associated with
    the Commonwealth has given way to increased competition from foreign
    producers.

  - agriculture and related industries are still an important part of the
    Commonwealth's economy.

  - recently, however, service sector industries (trade, medical and health
    services, education and financial services) have provided new sources of
    growth.

STATE AND LOCAL GOVERNMENTS

Historically, both the Commonwealth and the City of Philadelphia have
experienced serious revenue shortfalls. At the same time, rising demands for
state and local programs and services (particularly medical assistance and cash
assistance programs) have led to increased spending.

  - in recent years, both the Commonwealth and the City of Philadelphia have
    tried to balance their budgets with a mix of tax increases and spending
    cuts.

  - Philadelphia has considered significant service cuts and privatization of
    certain services which it has provided to date.

  - in 1991, the Commonwealth created the Pennsylvania Inter-Governmental
    Cooperation Authority ('PICA') which it authorized to issue debt to cover
    Philadelphia's budget shortfalls, eliminate the City's projected deficits
    and fund its capital spending. PICA issued approximately $1.76 billion of
    Special Revenue Bonds on Philadelphia's behalf. Its power to issue bonds on
    Philadelphia's behalf expired at the end of 1996; as of June 30, 1999,
    approximately $1.0 billion in PICA Special Revenue Bonds were outstanding.

  - Pennsylvania's general obligation bonds are currently rated Aa3 by Moody's
    and AA by Standard & Poor's. Philadelphia's general obligation bonds are
    rated Baa2 by Moody's and BBB by Standard & Poor's. There can be no
    assurance that these ratings will not be lowered.

                                       13
<PAGE>
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:
  - limiting real property taxes,
  - reducing tax rates,
  - imposing a flat or other form of tax, or
  - 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:
  - ADDING the value of the bonds, net accrued interest, cash and any other Fund
    assets;
  - 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
  - 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 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

                                       14
<PAGE>
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:
  - if the New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
  - 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
  - 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.

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,

                                       15
<PAGE>
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:
  - to reimburse the Trustee for the Fund's operating expenses;
  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsors;
  - costs of actions taken to protect the Fund and other legal fees and
    expenses;
  - expenses for keeping the Fund's registration statement current; and
  - 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 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

                                       16
<PAGE>
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 may affect the
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:
  - diversity of the portfolio;
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - 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.

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

                                       17
<PAGE>
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:
  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - 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:
  - remove it and appoint a replacement Sponsor;
  - liquidate the Fund; or
  - 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.)
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

                                       18
<PAGE>
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

The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
and to provide reasonable standards of conduct. These codes are on file with the
Commission and you may obtain a copy by contacting the Commission at the address
listed on the back cover of this prospectus.

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"). To date we are not aware

                                       19
<PAGE>
of any major operational difficulties resulting from the computer system changes
necessary to prepare for the Year 2000. However, there can be no assurance that
the Year 2000 Problem will not adversely affect the issuers of the bonds
contained in a Portfolio. 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 and may be taken
into account in determining your preference items 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

                                       20
<PAGE>
losses is subject to limitations, you may not be able to deduct all of your
capital losses.

YOUR BASIS IN THE BONDS

Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges 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.

OHIO TAXES

In the opinion of Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio, special
counsel on Ohio tax matters:

Under the laws of the State of Ohio, the Ohio Trust will not be subject to the
Ohio corporation franchise tax or the Ohio tax on dealers in intangibles. If you
are an Ohio taxpayer, your interest income from the Ohio Trust will be exempt
from Ohio personal income taxes and Ohio corporation franchise taxes to the
extent it relates to bonds held by the Ohio Trust that are exempt from taxation
under Ohio law. However, any gains and losses which must be recognized for
federal income tax purposes (whether upon the sale of your units in the Ohio
Trust or upon the sale of bonds by the Ohio Trust) also must be recognized for
Ohio personal income and corporation franchise tax purposes, except to the
extent the gains and losses are attributable to the sale of bonds by the Ohio
Trust that are exempt from such taxation under Ohio law. Your interest income
and your gains and losses generally are not subject to municipal income taxation
in Ohio. You should consult your tax adviser concerning the application of Ohio
taxes to you in connection with your investment in the Ohio Trust.

PENNSYLVANIA TAXES

In the opinion of Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania,
special counsel on Pennsylvania tax matters:

The Pennsylvania Trust will not be taxed as a corporation under the current
income tax laws of Pennsylvania. Your income from the

                                       21
<PAGE>
Trust may be subject to taxation depending on where you live. If you are a
Pennsylvania taxpayer your interest income from the Trust will be tax-exempt to
the extent that income is earned on bonds that are tax-exempt for Pennsylvania
purposes. However, gains on the sale of bonds by the Trust or on the sale of
your units will be subject to Pennsylvania income tax. If you are a Philadelphia
resident you may be subject to the Philadelphia school district tax on any gains
realized from the sale of bonds by the Trust or the sale of units by you to the
extent either the bonds or units have been held for six months or less. You
should consult your tax adviser as to the consequences to you with respect to
any investment you make in the Trust.

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.

                                       22
<PAGE>

          DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
          MULTISTATE SERIES - 24 (OHIO AND PENNSYLVANIA TRUSTS)

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Defined Asset Funds - Municipal Investment Trust Fund,
          Multistate Series - 24 (Ohio and Pennsylvania Trusts):

          We have audited the accompanying statements of condition of Defined
          Asset Funds - Municipal Investment Trust Fund, Multistate Series - 24
          (Ohio and Pennsylvania Trusts), including the portfolios, as of
          December 31, 1999 and the related statements of operations and of
          changes in net assets for the years ended December 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 December 31, 1999, as shown
          in such portfolio, 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 - 24
          (Ohio and Pennsylvania Trusts) at December 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.
          February 25, 2000


                                     D - 1.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (OHIO TRUST)

     STATEMENT OF CONDITION
     As of December 31, 1999

<TABLE>
<S>                                                      <C>                <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 1,800,206)(Note 1) .........                          $ 1,841,303
  Accrued interest................................                               12,669
  Cash - income ..................................                               15,655
  Cash - principal ...............................                                   16
                                                                          -------------
    Total trust property .........................                            1,869,643

NET ASSETS, REPRESENTED BY:
  2,197 units of fractional undivided
     interest outstanding (Note 3) ...............        $  1,841,319

  Undistributed net investment income ............              28,324      $ 1,869,643
                                                         -------------    =============

UNIT VALUE ($ 1,869,643 / 2,197 units)............                          $    851.00
                                                                          =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 2.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (OHIO TRUST)

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                     1999            1998            1997
                                                     ----            ----            ----
 <S>                                          <C>              <C>               <C>
INVESTMENT INCOME:

  Interest income ........................    $   120,320      $   132,927       $   174,030
  Trustee's fees and expenses ............         (3,540)          (3,736)           (4,639)
  Sponsors' fees .........................           (957)            (972)           (1,095)
                                              ----------------------------------------------
  Net investment income ..................        115,823          128,219           168,296
                                              ----------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........         18,717           18,722            27,003
  Unrealized appreciation (depreciation)
    of investments .......................       (150,674)           9,123            57,270
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (131,957)          27,845            84,273
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $   (16,134)     $   156,064       $   252,569
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (OHIO TRUST)

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                     1999            1998            1997
                                                     ----            ----            ----
 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   115,823      $   128,219       $   168,296
  Realized gain on
    securities sold or redeemed ..........         18,717           18,722            27,003
  Unrealized appreciation (depreciation)
    of investments .......................       (150,674)           9,123            57,270
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............        (16,134)         156,064           252,569
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (116,000)        (129,636)         (168,566)
  Principal ..............................        (17,454)        (408,466)          (18,807)
                                              ----------------------------------------------
  Total distributions ....................       (133,454)        (538,102)         (187,373)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (4,365)          (1,176)           (5,468)
  Redemption amounts - principal .........       (295,974)         (84,437)         (434,230)
                                              ----------------------------------------------
  Total share transactions ...............       (300,339)         (85,613)         (439,698)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............       (449,927)        (467,651)         (374,502)

NET ASSETS AT BEGINNING OF YEAR ..........      2,319,570        2,787,221         3,161,723
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 1,869,643      $ 2,319,570       $ 2,787,221
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     47.73      $     49.57       $     57.07
                                              ==============================================
  Principal distributions during
    year .................................    $      7.65      $    155.14       $      6.86
                                              ==============================================
  Net asset value at end of
    year .................................    $    851.00      $    913.58       $  1,058.57
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            342               94               418
  Outstanding at end of year .............          2,197            2,539             2,633
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (OHIO 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 is not subject to income taxes. Accordingly, no
                   provision for such taxes is required.

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.   NET CAPITAL

<TABLE>
<S>                                                                   <C>
     Cost of 2,197 units at Date of Deposit .....................     $ 2,279,535
     Less sales charge ..........................................         102,578
                                                                       -----------
     Net amount applicable to Holders ...........................       2,176,957
     Redemptions of units - net cost of 1,303 units redeemed
       less redemption amounts (principal).......................          22,666
     Realized gain on securities sold or redeemed ...............          64,841
     Principal distributions ....................................        (464,242)
     Net unrealized appreciation of investments..................          41,097
                                                                       -----------

     Net capital applicable to Holders ..........................     $ 1,841,319
                                                                       ===========
</TABLE>

    4.    INCOME TAXES

          As of December 31, 1999, net unrealized appreciation of investments,
          based on cost for Federal income tax purposes, aggregated $41,097, of
          which $45,520 related to appreciated securities and $4,423 related to
          depreciated securities. The cost of investment securities for Federal
          income tax purposes was $1,800,206 at December 31, 1999.


                                     D - 5.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (OHIO TRUST) (INSURED)

     PORTFOLIO
     As of December 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  Archbold Area Local Sch. Dist., Fulton    AAA      $   540,000    5.900  %     2011         12/01/01   $   533,903 $   551,102
     and Henry Counties, OH, Genl. Oblig.                                                        @ 100.000
     Rfdg. Bonds (Unltd. Tax) (MBIA Ins.)

  2  City of Hamilton, OH, Elec. Sys. Mtge.    AAA          390,000    6.000        2023         10/15/02       390,000     385,577
     Rev. Rfdg. Bonds, 1992 Ser. A                                                               @ 102.000
     (Financial Guaranty Ins.)

  3  County of Montgomery, OH, Wtr. Rev.       AAA          235,000    6.250        2012         11/15/02       238,901     246,571
     Bonds, Greater Moraine-Beavercreek Swr.                                                     @ 102.000
     Dist., Ser. 1992 (Financial Guaranty
     Ins.)

  4  Ohio Wtr. Dev. Auth., Wtr. Dev. Rev.      AAA           35,000    5.500        2011         12/01/02        33,417      35,223
     Rfdg. Bonds, Pure Wtr. Rfdg. and Imp.                                                       @ 102.000
     Ser. (AMBAC Ins.)

  5  Steubenville City Sch. Dist.,             AAA          215,000    6.200        2017(5)      12/01/03       216,877     230,149
     Jefferson Cnty., OH, Sch. Bldg.                                                             @ 102.000
     Construction  and Imp. Bonds, Ser.
     1993-A (Genl. Oblig.-Unltd. Tax)
     (AMBAC Ins.)

  6  The Franklin Cnty., OH, Conv. Fac.        AAA          395,000    5.850        2019         12/01/02       387,108     392,681
     Auth., Tax and Lease Rev. Anticipation                                                      @ 102.000
     Rfdg. Bonds, Ser. 1992 (MBIA Ins.)

                                                         ----------                                          ----------  ----------
                                                        $ 1,810,000                                         $ 1,800,206 $ 1,841,303
                                                         ==========                                          ==========  ==========
</TABLE>

                            See Notes to Portfolios.


                                     D - 6.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (PENNSYLVANIA TRUST)

     STATEMENT OF CONDITION
     As of December 31, 1999

<TABLE>
<S>                                                  <C>                <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 3,491,341)(Note 1) .........                      $ 3,577,956
  Accrued interest................................                           40,850
  Cash - income ..................................                            7,289
  Cash - principal ...............................                               34
                                                                      -------------
    Total trust property .........................                        3,626,129

NET ASSETS, REPRESENTED BY:
  3,596 units of fractional undivided
     interest outstanding (Note 3) ...............    $  3,577,990

  Undistributed net investment income ............          48,139      $ 3,626,129
                                                     -------------    =============

UNIT VALUE ($ 3,626,129 / 3,596 units)............                      $  1,008.38
                                                                      =============
</TABLE>

                        See Notes to Financial Statements


                                     D - 7.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (PENNSYLVANIA TRUST)

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                     1999            1998            1997
                                                     ----            ----            ----
 <S>                                          <C>              <C>               <C>
INVESTMENT INCOME:

  Interest income ........................    $   223,884      $   242,808       $   250,564
  Trustee's fees and expenses ............         (4,847)          (5,064)           (5,660)
  Sponsors' fees .........................         (1,658)          (1,530)           (1,531)
                                              ----------------------------------------------
  Net investment income ..................        217,379          236,214           243,373
                                              ----------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........         24,340           20,105             5,847
  Unrealized appreciation (depreciation)
    of investments .......................       (284,847)          28,559           120,721
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (260,507)          48,664           126,568
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $   (43,128)     $   284,878       $   369,941
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 8.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (PENNSYLVANIA TRUST)

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                     1999            1998            1997
                                                     ----            ----            ----
<S>                                           <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   217,379      $   236,214       $   243,373
  Realized gain on
    securities sold or redeemed ..........         24,340           20,105             5,847
  Unrealized appreciation (depreciation)
    of investments .......................       (284,847)          28,559           120,721
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............        (43,128)         284,878           369,941
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (219,232)        (234,922)         (243,544)
  Principal ..............................        (18,663)         (20,371)           (4,889)
                                              ----------------------------------------------
  Total distributions ....................       (237,895)        (255,293)         (248,433)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (3,969)          (2,631)           (1,164)
  Redemption amounts - principal .........       (326,007)        (222,847)          (99,129)
                                              ----------------------------------------------
  Total share transactions ...............       (329,976)        (225,478)         (100,293)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (610,999)        (195,893)           21,215

NET ASSETS AT BEGINNING OF YEAR ..........      4,237,128        4,433,021         4,411,806
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 3,626,129      $ 4,237,128       $ 4,433,021
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     58.07      $     58.36       $     58.42
                                              ==============================================
  Principal distributions during
    year .................................    $      5.19      $      5.21       $      1.18
                                              ==============================================
  Net asset value at end of
    year .................................    $  1,008.38      $  1,083.66       $  1,076.50
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            314              208                95
  Outstanding at end of year .............          3,596            3,910             4,118
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 9.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (PENNSYLVANIA 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 is not subject to income taxes. Accordingly, no
                   provision for such taxes is required.

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.   NET CAPITAL

<TABLE>
<S>                                                                    <C>

     Cost of 3,596 units at Date of Deposit .....................      $ 3,710,292
     Less sales charge ..........................................          166,963
                                                                        -----------
     Net amount applicable to Holders ...........................        3,543,329
     Redemptions of units - net cost of 1,404 units redeemed
       less redemption amounts (principal).......................          (70,021)
     Realized gain on securities sold or redeemed ...............           97,381
     Principal distributions ....................................          (79,314)
     Unrealized appreciation of investments......................           86,615
                                                                        -----------

     Net capital applicable to Holders ..........................      $ 3,577,990
                                                                        ===========
</TABLE>

    4.    INCOME TAXES

          As of December 31, 1999, unrealized appreciation of investments, based
          on cost for Federal income tax purposes, aggregated $86,615, all of
          which related to appreciated securities. The cost of investment
          securities for Federal income tax purposes was $3,491,341 at December
          31, 1999.


                                    D - 10.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (PENNSYLVANIA TRUST) (INSURED)

     PORTFOLIO
     As of December 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  Allegheny Cnty., PA, Hosp. Dev. Auth.,    AAA      $   250,000    6.000  %     2023         11/01/02   $   243,138 $   243,488
     Hlth. Care Ctr. Rev. Rfdg. Bonds, Ser.                                                      @ 102.000
     1992 B (Presbyterian Univ. Hlth. Sys.,
     Inc. Proj.) (MBIA Ins.)
                                                            500,000    6.250        2023(5)      11/01/02       500,000     520,565
                                                                                                 @ 100.000

  2  Bethlehem Auth., Northampton and          AAA           35,000    6.100        2018(5)      11/15/02        35,000      36,357
     Lehigh Counties, PA, Water Rev. Bonds,                                                      @ 100.000
     Ser.1992 A (MBIA Ins.)
  3  Erie Cnty., PA, Prison Auth.,             AAA          580,000    6.250        2011(5)      11/01/01       585,777     597,626
     Commonwealth Lease Rev. Bonds,                                                              @ 100.000
     Ser. of 1991 (MBIA Ins.)

  4  Harrisburg Parking Auth., Dauphin Cnty.,  AAA          105,000    6.250        2012         11/15/03       106,222     108,851
     PA, Gtd. Parking Rev. Rfdg. Bonds,                                                          @ 100.000
     Ser. F of 1993 (AMBAC Ins.)

                                                            520,000    6.300        2016         11/15/03       528,091     539,973
                                                                                                 @ 100.000

</TABLE>


                                    D - 11.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (PENNSYLVANIA TRUST)

     PORTFOLIO
     As of December 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>
  5  Montgomery Cnty., PA, Higher Educ. and    AAA      $   135,000    6.000  %     2022         06/01/03   $   131,358 $   131,904
     Hlth. Auth., Hosp. Rev. Bonds,  Ser. A                                                      @ 102.000
     of 1993 (Abington Mem. Hosp.) (AMBAC
     Ins.)
                                                            315,000    6.000        2022(5)      06/01/03       306,501     332,460
                                                                                                 @ 102.000

  6  Pennsylvania Tpke. Comm., PA Tpke.        AAA          535,000    5.500        2017         12/01/02       500,621     509,791
     Rev. Bonds, Ser. 1992 O (Financial                                                          @ 102.000
     Guaranty Ins.)

  7  Westmoreland Cnty., PA, Indl. Dev.        AAA          570,000    6.000        2022         07/01/03       554,633     556,941
     Auth., Hosp. Rev. Bonds, 1992  A                                                            @ 102.000
     (Westmoreland Hlth. Sys. Proj.)
     (AMBAC Ins.)
                                                         ----------                                          ----------  ----------
                                                        $ 3,545,000                                         $ 3,491,341 $ 3,577,956
                                                         ==========                                          ==========  ==========
</TABLE>

                            See Notes to Portfolios.


                                    D - 12.
<PAGE>

     DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 24 (OHIO AND PENNSYLVANIA TRUSTS)

     NOTES TO PORTFOLIOS
     As of December 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 "AAA" ratings to the
          securities. Securities covered by portfolio insurance are rated "AAA"
          only as long as they remain in this Trust.

    (5)   Bonds with an aggregate face amount of $215,000 of the Ohio Trust and
          $1,430,000 of the Pennsylvania 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 FUNDS--REGISTERED TRADEMARK--

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--24
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:
                                         - Securities Act of 1933 (file no.
                                         33-49237) and
                                         - 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.
                                                                     14400--3/00
</TABLE>



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