INTERNATIONAL BD FD MULTI CURRENCY SER 28 DEF ASSET FDS
497, 1994-07-12
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<PAGE>
Defined
Asset FundsSM
 
International
MULTI-CURRENCY
SERIES-28
(CANADIAN AND AUSTRALIAN
DOLLAR BONDS) 
A UNIT INVESTMENT TRUST
/ / POTENTIAL CAPITAL
    APPRECIATION
/ / MONTHLY INCOME 
/ / CONVENIENT FOREIGN 
    CURRENCY INVESTMENT

U.S. TAX-EXEMPT FOR
FOREIGN INVESTORS WHEN
CERTAIN CONDITIONS ARE MET

Merrill Lynch, 
Pierce, Fenner & Smith Inc.                     
Unit Investment Trusts
P.O. Box 9051
Princeton, N.J. 08543-9051
(609) 282-8500


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<PAGE>

PORTFOLIO OF INTERNATIONAL BOND FUND,
MULTI-CURRENCY SERIES-28
DEFINED ASSET FUNDS
ON THE INITIAL DATE OF DEPOSIT, JULY 8, 1994
 
<TABLE>
<S>    <C>                                  <C>               <C>             <C>       <C>         <C>              <C>
                                                                                                                       YIELD TO
                                                                                                        COST OF       MATURITY ON
                                                FOREIGN          CURRENT                             SECURITIES IN   INITIAL DATE
           PORTFOLIO NO. AND TITLE OF           CURRENCY       U.S. DOLLAR                           U.S. DOLLARS     OF DEPOSIT
            SECURITIES CONTRACTED FOR         FACE AMOUNT     EQUIVALENT (1)   COUPON   MATURITIES        (2)             (2)
                                            ----------------  --------------  --------  ----------  ---------------  -------------
SECURITIES DENOMINATED IN THE CANADIAN
DOLLAR
 1.    Banque Nationale de Paris            CAN$     600,000  $      432,292   7.500%       7/7/99  $   405,814.30         9.081%
 2.    Bayerische Vereinsbank                        500,000         360,244   7.125       7/29/99      333,945.72         8.985
 3.    Caisse Centrale des Jardins du                600,000         432,292   6.250      12/29/99      380,417.14         9.121
         Quebec
 4.    Eksportfinans A/S                             600,000         432,292   6.000      12/20/99      375,013.48         9.190
 5.    Finnish Export Credit                         500,000         360,244   7.750       2/16/98      345,293.39         9.130
 6.    Kingdom of Denmark                            500,000         360,244   6.500      10/29/99      321,517.32         9.137
 7.    Rabobank Nederland NV                         150,000         108,073   7.250       3/31/98      102,939.57         8.873
                                            ----------------  --------------                        ---------------
       Total                                CAN$   3,450,000  $    2,485,681                        $ 2,264,940.92
                                            ----------------  --------------                        ---------------
                                            ----------------  --------------                        ---------------
SECURITIES DENOMINATED IN THE AUSTRALIAN
DOLLAR
 8.    National Australia Bank              AUS$     700,000  $      509,642   6.250%      3/29/99  $   452,307.28         9.292%
 9.    Queensland Treasury Corporation               600,000         436,836   8.000       7/14/99      418,816.52         9.062
10.    Rural and Industry Bank of Western            600,000         436,836   8.750        9/9/99      427,007.19         9.306
         Australia
11.    South Australia Government Finance            500,000         364,030   6.250       2/25/99      326,716.93         9.047
         Authority
12.    State Bank South Australia                    400,000         291,224   6.500       1/21/99      267,198.02         8.770
13.    State Electric Commission of                  600,000         436,836   9.250       7/27/99      433,559.73         9.440
         Victoria
                                            ----------------  --------------                        ---------------
       Total                                AUS$   3,400,000  $    2,475,404                        $ 2,325,605.67
                                            ----------------  --------------                        ---------------
                                            ----------------  --------------                        ---------------
       Grand Total                                            $    4,961,085                        $ 4,590,546.59
                                                              --------------                        ---------------
                                                              --------------                        ---------------
</TABLE>
 
- ------------
 
NOTES
 
 (1) Based on exchange rates for the relevant currencies on July 7, 1994.
 
 (2) Evaluation of Securities by the Evaluator made on the basis of current
     offering side evaluation. The offer side evaluation is greater than the
     current bid side evaluation of the Securities, which is the basis on which
     Redemption Price per Unit is determined (see Redemption). The aggregate
     value based on the bid side evaluation at the Evaluation Time on the
     business day prior to the Initial Date of Deposit was $4,563,229.27 which
     is $27,317.32 (approximately 0.55% of the aggregate face amount) lower than
     the aggregate Cost of Securities to Fund based on the offer side
     evaluation. Yield to Maturity on Initial Date of Deposit was computed on
     the basis of the offer side evaluation at the Evaluation Time on the
     business day prior to Initial Date of Deposit, assuming no changes in
     currency rates. Percentages in this column represent Yield to Maturity on
     Initial Date of Deposit unless followed by '*' which indicates yield to an
     earlier redemption date. (See Description of the Fund--Income; Estimated
     Current Return; Estimated Long-Term Return for a description of the
     computation of yield price.)
 
                      ------------------------------------
 
All Debt Obligations are represented entirely by contracts to purchase such Debt
Obligations which were entered into by the Sponsors on July 7, 1994. All
     contracts are expected to be settled by the initial settlement date for
     purchase of Units.
 

VOLUME PURCHASE DISCOUNT



                            INITIAL OFFERING PERIOD
 
<TABLE>
<S>                                        <C>              <C>            <C>           <C>
                                                  SALES CHARGE
                                           (GROSS UNDERWRITING PROFIT)
                                           ---------------------------
                                                                            DEALER
                                                                           CONCESSION
                                            AS PERCENT                        AS          PRIMARY
                                                OF                          PERCENT        MARKET
                                            OFFER SIDE      AS PERCENT        OF         CONCESSION
                                              PUBLIC            OF          PUBLIC           TO
                                             OFFERING       NET AMOUNT     OFFERING      INTRODUCING
            NUMBER OF UNITS                   PRICE          INVESTED        PRICE        DEALERS
                                           ------------     ----------     ---------     ----------
Less than 250..........................      3.25      %      3.359   %     2.133   %    $23.40
250 - 499..............................      2.50             2.564         1.625         18.00
500 - 749..............................      2.00             2.041         1.300         14.40
750 - 999..............................      1.50             1.523         0.975         10.80
1,000 or more..........................      1.00             1.010         0.650          7.20
</TABLE>
 
                             SECONDARY MARKET SALES
 
<TABLE>
<S>                                                   <C>             <C>            <C>
                                                             SALES CHARGE
                                                         (GROSS UNDERWRITING
                                                               PROFIT)
                                                      --------------------------
                                                      AS PERCENT                         DEALER
                                                          OF                           CONCESSION
                                                       BID SIDE       AS PERCENT      AS PERCENT OF
                                                        PUBLIC            OF             PUBLIC
                                                       OFFERING       NET AMOUNT        OFFERING
                 NUMBER OF UNITS                         PRICE         INVESTED           PRICE
                                                      -----------     ----------     ---------------
Less than 250.....................................      3.75     %      3.896   %        2.438      %
250 - 499.........................................      3.00            3.093            1.950
500 - 749.........................................      2.25            2.302            1.463
750 - 999.........................................      1.50            1.523            0.975
1,000 or more.....................................      1.00            1.010            0.650
</TABLE>

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<PAGE>

DEFINED INTERNATIONAL BOND FUNDS
Our defined portfolios of international bonds offer
investors a simple and convenient way to participate in
foreign markets while earning an attractive return. And
by purchasing international bond funds, investors not
only avoid the difficulties of selecting securities by
themselves, but also gain the advantage of reduced risk
by investing in securities of several different issuers.

ATTRACTIVE RETURN
With this fund, investors can participate in the
relatively higher interest rates available on bonds
denominated in Canadian and Australian dollars. Because
all the debt obligations in the portfolio are so
denominated, investors should be aware that the same
economic forces that lead to high interest rates may also
contribute to falling currency exchange rates for
Canadian and Australian
dollars. Depreciation of the relevant currencies in
relation to the United States dollar over the life of the
fund would result in investors receiving lower rates of
return on their purchase price than is indicated in the
prospectus and would also reduce the U.S. dollar value of
principal distributions and liquidation proceeds.

MONTHLY DISTRIBUTIONS
The fund will make monthly distributions of net interest
income to investors. These payments will be made in U.S.
dollars based on the then-current U.S. dollar exchange
rates for Canadian and Australian dollars and will vary
periodically to reflect changes in rates.
Professional selection and supervision
The fund contains a variety of bonds selected by
experienced buyers and market analysts. Spreading your
investment among different securities and issuers reduces
your risk, but does not eliminate it. The fund is not
actively managed. However, the portfolio is regularly
reviewed. The Sponsors can sell a security if we believe
retaining it would be detrimental to investors' interest.

A LIQUID INVESTMENT
Although not legally required to do so, we have
maintained a secondary market for our funds for over 20
years. You can cash in your units to the Sponsors at any
time. Your price is based on the market value of the
fund's securities at that time as determined by an
independent evaluator. Or, you can exchange your
investment for another Defined Asset Fund at a reduced
sales charge.

REINVESTMENT OPTION
You can elect to automatically reinvest your monthly
interest payments and/or any principal payments in a
separate fund that consists of U.S. dollar denominated
corporate bonds. Reinvesting helps to compound your
income. Interest distributions from this reinvestment
program to foreign holders will be subject to U.S.
federal income taxes including withholding taxes.

PRINCIPAL DISTRIBUTIONS
Principal from sales, redemptions and maturities of bonds
in the fund is distributed to investors periodically.

RISK FACTORS
Unit price fluctuates and is affected by interest rates
as well as the financial condition of the issuers of the
bonds.
 
- --------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to the securities of the next Trust in the
series of International Bond Fund has been filed with the Securities and
Exchange Commission. The securities of that Trust may not be sold nor may offers
to buy be accepted prior to the time that registration statement becomes
effective. This brochure shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

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<PAGE>

INVESTMENT SUMMARY AS OF JULY 7, 1994
 
<TABLE>
<S>                                 <C>
ESTIMATED CURRENT RETURN( a )
(based on Public Offering Price)        7.20%( a )
ESTIMATED LONG TERM RETURN( a )
(based on Public Offering Price)        8.52%( b )
PUBLIC OFFERING PRICE PER UNIT
(including 3.25% sales charge)      $  956.41( c )
INITIAL U.S. DOLLAR FACE AMOUNT
OF SECURITIES--                     $    4,961,085
INITIAL NUMBER OF UNITS--                    4,961
SPONSORS' REPURCHASE PRICE AND
REDEMPTION PRICE PER UNIT( d )
(based on bid side evaluation)      $  919.82( c )
</TABLE>
 
 
<TABLE>
<S>                                       <C>
DAILY RATE AT WHICH ESTIMATED ANNUAL
U.S. DOLLAR NET INTEREST ACCRUES PER
UNIT( b ).............................          .0191%
MONTHLY INCOME DISTRIBUTIONS
   Distributions of income, if any, will be made on
      the 25th day of each month to holders of record
      on the 10th day of each month, commencing
      January, 1995.
REDEMPTION PRICE PER UNIT LESS THAN:
      Public Offering Price by........    $     36.59
      Sponsors' Initial Repurchase
Price by..............................    $      5.51
RECORD DAY--The 10th day of each month
DISTRIBUTION DAY--The 25th day of each month
</TABLE>


    OBJECTIVE OF THE FUND--To provide current income and the possibility of
capital appreciation through investment in a fixed portfolio of interest bearing
debt obligations payable in Canadian and Australian dollars. There is no
assurance that this objective will be met because it is subject to (i)
fluctuations in the relevant foreign exchange rates, which will affect the U.S.
dollar value of the Securities and payments of principal of and interest on the
Securities and therefore the value of the Units, (ii) the continuing ability of
issuers of the Securities held by the Fund to meet their principal and interest
obligations and (iii) yield and possible currency appreciation of the remaining
bonds after maturity, sale or other disposition of other bonds in the portfolio.
The market value in U.S. dollars of the underlying Securities, and therefore the
value of the Units, will fluctuate with changes in interest rates and in foreign
exchange rates and other factors. Moreover, since the Portfolio consists
primarily of securities of foreign issuers, an investment in the Fund involves
investment risks that are different in some respects from those attending an
investment in a fund which invests in securities of United States domestic
issuers.

    PORTFOLIO AT A GLANCE--
    DIVERSIFICATION--The Portfolio includes obligations of 13 issuers. The
issuers (or their guarantors) may be grouped by country of organization or
principal place of business as follows: 1 in Canada, 6 in Australia, 1 in
France, 1 in Norway, 1 in Germany, 1 in Denmark, 1 in Finland, and 1 in
Netherlands.
 
    INVESTMENT QUALITY--All the Debt Obligations in the Portfolio have, in the
opinion of the Agent for the Sponsors, credit characteristics comparable to
securities which are rated in the category AA or better by Standard & Poor's,
Moody's or Fitch or which, if not rated, are issued by issuers whose outstanding
debt obligations generally are rated AA or better by Standard & Poor's, Moody's
or Fitch (see Description of the Fund--The Portfolio).
 
    MATURITIES--The issues have maturity dates ranging from 1998 to 1999.
 
    CALL PROTECTION--None of the obligations in the Portfolio is subject to
optional refunding redemptions or sinking fund provisions prior to maturity.


 
- ------------
  ( a ) Estimated Current Return represents annual interest income after
estimated expenses divided by the maximum public offering price including
maximum 3.25% sales charge. Estimated Long Term Return is the net annual
percentage based on the yield on each underlying Debt Obligation weighted to
reflect market value and time to maturity or earlier call date and is adjusted
for estimated expenses and the maximum offering price but not for delays in the
Fund's distribution of income. Estimated Current Return shows current annual
cash return to investors, while Estimated long term return shows the return on
Units held to maturity, reflecting maturities, discounts and premiums on
underlying Debt Obligations. Both figures will vary with purchase price
including sales charge and changes in currency exchange rates and Fund income
after expenses and the redemption, sale or other disposition of Debt Obligations
in the Portfolio. The fact that these figures may be higher than the return for
comparable securities denominated in United States dollars is, in part,
reflective of the risk that the value of Canadian or Australian dollars may
decrease relative to the U.S. dollar. (See Risk Factors; Currency Exchange Risk
on page A-4.) In addition, the Securities in this Fund pay interest annually or
semi-annually, and as a result distributions of income on units are generally
subject to certain delays; if the Estimated Long Term Return figure shown above
took these delays into account, it would be lower.
  ( b ) Based on current exchange rates for Canadian and Australian dollars on
the date of the Investment Summary. Any weakening of the Canadian or Australian
dollar will affect the returns adversely.
  ( c ) Plus accrued interest.
  ( d ) During the initial offering period, the Fund's Sponsors intend to offer
to purchase Units at prices based on the offer side value of the underlying
Securities. Thereafter, the Sponsors intend to maintain such a market based on
the bid side value of the underlying Securities which will be equal to the
Redemption Price. (See Market for Units.)


                                                                      14880-7/94
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