MUNICIPAL INVESTMENT TR FD MULTISTATE SERIES 31 DEF ASSET FD
497, 2000-07-28
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                             DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                             ------------------------------
                             ----------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--31
                           (A UNIT INVESTMENT TRUST)
                           -  CALIFORNIA, NEW JERSEY, PENNSYLVANIA AND VIRGINIA
                              PORTFOLIOS
                           -  PORTFOLIOS OF 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 July 28, 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 MARCH 31, 2000, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
California Insured Portfolio--
  Risk/Return Summary................    3
New Jersey Insured Portfolio--
  Risk/Return Summary................    6
Pennsylvania Insured Portfolio--
  Risk/Return Summary................    9
Virginia Portfolio--
  Risk/Return Summary................   12
What You Can Expect From Your
  Investment.........................   16
  Monthly Income.....................   16
  Return Figures.....................   16
  Records and Reports................   16
The Risks You Face...................   17
  Interest Rate Risk.................   17
  Call Risk..........................   17
  Reduced Diversification Risk.......   17
  Liquidity Risk.....................   17
  Concentration Risk.................   17
  State Concentration Risk...........   18
  Bond Quality Risk..................   20
  Insurance Related Risk.............   20
  Litigation and Legislation Risks...   20
Selling or Exchanging Units..........   20
  Sponsors' Secondary Market.........   21
  Selling Units to the Trustee.......   21
  Exchange Option....................   21
How The Fund Works...................   22
  Pricing............................   22
  Evaluations........................   22
  Income.............................   22
  Expenses...........................   22
  Portfolio Changes..................   23
  Fund Termination...................   23
  Certificates.......................   24
  Trust Indenture....................   24
  Legal Opinion......................   25
  Auditors...........................   25
  Sponsors...........................   25
  Trustee............................   25
  Underwriters' and Sponsors'
    Profits..........................   25
  Public Distribution................   26
  Code of Ethics.....................   26
  Year 2000 Issues...................   26
Taxes................................   26
Supplemental Information.............   29
Financial Statements.................  D-1
</TABLE>

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

CALIFORNIA 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
     $6,505,000.
  -  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>
  / / Airports/Ports/Highways                    8%
<S>                                          <C>
  / / General Obligation                         16%
  / / Lease Rental                               28%
  / / Municipal Water/Sewer Utilities            17%
  / / Refunded Bonds                             14%
  / / Municipal Electric Utilities               17%
</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
     lease rental 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 CALIFORNIA SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO
     CALIFORNIA 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                 $ 4.63
     Annual Income per unit:                         $55.61
     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)
                                                    $0.13
     Evaluator's Fee
                                                    $0.29
     Other Operating Expenses
                                                    -----
                                                    $1.60
     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 CALIFORNIA 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 California Series
     were offered after 1987 and were outstanding on
     June 30, 2000. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS
     OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     6/30/00.
</TABLE>

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

<TABLE>
 High                    5.23%     5.37%     5.80%     5.64%     6.56%     6.30%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                  0.98      4.35      5.55      3.01      5.41      6.12
 Low                     -1.04      2.54      5.29      1.55      3.30      5.88
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               2.05%     5.27%     5.65%
</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>

                                       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              $1,023.46
     (as of March 31, 2000)

     Unit price is based on the net asset value of
     the Fund plus the sales fee. An amount equal to
     any principal cash, as well as net accrued but
     undistributed interest on the unit, is added to
     the unit price. An independent evaluator prices
     the bonds at 3:30 p.m. Eastern time every
     business day. Unit price changes every day with
     changes in the prices of the bonds in the Fund.

10.  HOW DO I SELL UNITS?

     You may sell your units at any time to any
     Sponsor or the Trustee for the net asset value
     determined at the close of business on the date
     of sale. You will not pay any other fee when you
     sell your units.

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each bond
     was issued, interest on the bonds in this Fund
     is generally 100% exempt from regular federal
     income tax. Your income may also be exempt from
     some California state and local personal income
     taxes if you live in California.
     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>
--------------------------------------------------------------------------------

NEW JERSEY 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 9
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $4,690,000.
  -  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                         17%
<S>                                          <C>
  / / Hospitals/Health Care                      20%
  / / Lease Rental                               12%
  / / Miscellaneous                              16%
  / / Municipal Water/Sewer Utilities            35%
</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
     municipal water/sewer utility 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 NEW JERSEY SO IT IS LESS DIVERSIFIED THAN
     A NATIONAL FUND AND IS SUBJECT TO RISKS
     PARTICULAR TO NEW JERSEY 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   $ 4.56
     Annual Income per unit:           $54.75
     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)
                                                    $0.20
     Evaluator's Fee
                                                    $0.37
     Other Operating Expenses
                                                    -----
                                                    $1.75
     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 NEW JERSEY PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New Jersey Series
     were offered after 1987 and were outstanding on
     June 30, 2000. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS
     OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     6/30/00.
</TABLE>

<TABLE>
<CAPTION>
                           WITH SALES FEE         NO SALES FEE
                         1 YEAR     5 YEARS    1 YEAR     5 YEARS
 <S>                    <C>        <C>        <C>        <C>
 -----------------------------------------------------------------
 High                     3.82%      5.02%      4.72%      6.19%
 Average                  0.82       4.15       2.80       5.24
 Low                      -2.37      2.38       0.51       3.17

<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>

                                       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               $1,014.91
     (as of March 31, 2000)

     Unit price is based on the net asset value of the
     Fund plus the sales fee. An amount equal to any
     principal cash, as well as net accrued but
     undistributed interest on the unit, is added to
     the unit price. An independent evaluator prices
     the bonds at 3:30 p.m. Eastern time every
     business day. Unit price changes every day with
     changes in the prices of the bonds in the Fund.

10.  HOW DO I SELL UNITS?

     You may sell your units at any time to any
     Sponsor or the Trustee for the net asset value
     determined at the close of business on the date
     of sale. You will not pay any other fee when you
     sell your units.

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each bond was
     issued, interest on the bonds in this Fund is
     generally 100% exempt from regular federal income
     tax. Your income may also be exempt from some New
     Jersey state and local personal income taxes if
     you live in New Jersey.
     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>
--------------------------------------------------------------------------------

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
     $3,125,000.
  -  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>
  / / Airports/Ports/Highways                    10%
<S>                                          <C>
  / / Hospitals/Health Care                      24%
  / / Miscellaneous                              13%
  / / Municipal Water/Sewer Utilities            12%
  / / Refunded Bonds                             17%
  / / Universities/Colleges                      24%
</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.

  -  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>

                                       9
<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   $ 4.59
     Annual Income per unit:           $55.09
     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
                                                    $0.48
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.28
     Evaluator's Fee
                                                    $0.54
     Other Operating Expenses
                                                    -----
                                                    $1.99
     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 after 1987 and were
     outstanding on June 30, 2000. OF COURSE, PAST
     PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF
     FUTURE RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     6/30/00.
</TABLE>

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

<TABLE>
 High                      4.59%        5.11%        5.07%        6.29%
 <S>                    <C>          <C>          <C>          <C>
 Average                   0.44         4.26         2.43         5.34
 Low                       -5.17        2.80         -1.92        3.42
</TABLE>

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

<TABLE>
 <S>                    <C>         <C>         <C>         <C>
 Average
 Sales fee                2.01%       5.37%
</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>

                                       10
<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               $1,011.59
     (as of March 31, 2000)

     Unit price is based on the net asset value of the
     Fund plus the sales fee. An amount equal to any
     principal cash, as well as net accrued but
     undistributed interest on the unit, is added to
     the unit price. An independent evaluator prices
     the bonds at 3:30 p.m. Eastern time every
     business day. Unit price changes every day with
     changes in the prices of the bonds in the Fund.

10.  HOW DO I SELL UNITS?

     You may sell your units at any time to any
     Sponsor or the Trustee for the net asset value
     determined at the close of business on the date
     of sale. You will not pay any other fee when you
     sell your units.

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each bond was
     issued, interest on the bonds in this Fund is
     generally 100% exempt from regular federal income
     tax. Your income may also be exempt from some
     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>

                                       11
<PAGE>
--------------------------------------------------------------------------------

VIRGINIA 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 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
     $2,310,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  When the bonds were initially deposited
     they were rated A or better by Standard
     & Poor's, Moody's or Fitch. THE QUALITY
     OF THE BONDS MAY CURRENTLY BE LOWER.
  -  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.
  -  51% 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>
<CAPTION>
                                APPROXIMATE
                                 PORTFOLIO
                                PERCENTAGE
<S>                             <C>
  / / Airports/Ports/Highways       17%
  / / General Obligation            38%
  / / Municipal Water/Sewer
      Utilities                     25%
  / / Refunded Bonds                20%
</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
     municipal water/sewer utility and general
     obligation bonds, adverse developments in
     these sectors 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 VIRGINIA SO IT IS LESS DIVERSIFIED THAN A
     NATIONAL FUND AND IS SUBJECT TO RISKS
     PARTICULAR TO VIRGINIA WHICH ARE BRIEFLY
     DESCRIBED UNDER STATE CONCENTRATION RISKS
     LATER IN THIS PROSPECTUS.
</TABLE>

                                       12
<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 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   $ 4.63
     Annual Income per unit:           $55.57
     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 be charged 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)
                                                    $0.39
     Evaluator's Fee
                                                    $0.65
     Other Operating Expenses
                                                    -----
                                                    $2.22
     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 VIRGINIA 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 Virginia Series
     were offered after 1987 and were outstanding on
     June 30, 2000. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS
     OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     6/30/00.
</TABLE>

<TABLE>
<CAPTION>
                           WITH SALES FEE         NO SALES FEE
                         1 YEAR     5 YEARS    1 YEAR     5 YEARS
 <S>                    <C>        <C>        <C>        <C>
 -----------------------------------------------------------------
 High                     3.98%      5.11%      4.97%      6.29%
 Average                  0.99       4.20       2.91       5.20
 Low                      -2.24      2.52       0.69       3.33

<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>

                                       13
<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               $1,004.64
     (as of March 31, 2000)

     Unit price is based on the net asset value of the
     Fund plus the sales fee. An amount equal to any
     principal cash, as well as net accrued but
     undistributed interest on the unit, is added to
     the unit price. An independent evaluator prices
     the bonds at 3:30 p.m. Eastern time every
     business day. Unit price changes every day with
     changes in the prices of the bonds in the Fund.

10.  HOW DO I SELL UNITS?

     You may sell your units at any time to any
     Sponsor or the Trustee for the net asset value
     determined at the close of business on the date
     of sale. You will not pay any other fee when you
     sell your units.

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each bond was
     issued, interest on the bonds in this Fund is
     generally 100% exempt from regular federal income
     tax. Your income may also be exempt from some
     Virginia state and local personal income taxes if
     you live in Virginia.
     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. 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>

                                       14
<PAGE>
--------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

                            FOR CALIFORNIA 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- 43,050     20.10       3.75       4.38       5.01       5.63       6.26       6.88       7.51
  $ 26,251- 63,550      $ 43,851-105,950     34.70       4.59       5.36       6.13       6.89       7.66       8.42       9.19
  $ 63,551-132,600      $105,951-161,450     37.42       4.79       5.59       6.39       7.19       7.99       8.79       9.59
  $132,601-288,350      $161,451-288,350     41.95       5.17       6.03       6.89       7.75       8.61       9.47      10.34
OVER $288,350           OVER $288,350        45.22       5.48       6.39       7.30       8.21       9.13      10.04      10.95

<S>                    <C>        <C>        <C>        <C>
  $      0- 26,250       8.14       8.76       9.39      10.01
  $ 26,251- 63,550       9.95      10.72      11.48      12.25
  $ 63,551-132,600      10.39      11.19      11.98      12.78
  $132,601-288,350      11.20      12.06      12.92      13.78
OVER $288,350           11.87      12.78      13.69      14.60
</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>

                            FOR NEW JERSEY 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- 26,250      $     $0- 43,850     16.49       4.79       5.39       5.99       6.59       7.18       7.78       8.38
  $ 26,251- 63,550      $ 43,851-105,950     31.98       5.88       6.62       7.35       8.09       8.82       9.56      10.29
  $ 63,551-132,600      $105,951-161,450     35.40       6.19       6.97       7.74       8.51       9.29      10.06      10.84
  $132,601-288,350      $161,451-288,350     40.08       6.68       7.51       8.34       9.18      10.01      10.85      11.68
OVER $288,350           OVER $288,350        43.45       7.07       7.96       8.84       9.73      10.61      11.49      12.38

<S>                    <C>        <C>
  $      0- 26,250       8.98       9.58
  $ 26,251- 63,550      11.03      11.76
  $ 63,551-132,600      11.61      12.38
  $132,601-288,350      12.52      13.35
OVER $288,350           13.26      14.15
</TABLE>

                             FOR VIRGINIA 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- 26,250      $     $0- 43,850     19.89       4.99       5.62       6.24       6.87       7.49       8.11       8.74
  $ 26,251- 63,550      $ 43,851-105,950     32.14       5.89       6.63       7.37       8.10       8.84       9.58      10.32
  $ 63,551-132,600      $105,951-161,450     34.97       6.15       6.92       7.69       8.46       9.23      10.00      10.76
  $132,601-288,350      $161,451-288,350     39.68       6.63       7.46       8.29       9.12       9.95      10.78      11.60
OVER $288,350           OVER $288,350        43.07       7.03       7.90       8.78       9.66      10.54      11.42      12.30

<S>                    <C>        <C>
  $      0- 26,250       9.36       9.99
  $ 26,251- 63,550      11.05      11.79
  $ 63,551-132,600      11.53      12.30
  $132,601-288,350      12.43      13.26
OVER $288,350           13.17      14.05
</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.

                                       15
<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.

                                       16
<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 California Portfolio's concentration in
lease rental bonds. Lease rental bonds are generally issued by governmental
financing authorities that cannot assess a tax to cover the cost of equipment or
construction of buildings that will be used by a state or local government. The
risks associated with these bonds include:
  - the failure of the government to appropriate funds for the leasing rental
    payments to service the bonds; and
  - rental obligations, and therefore payments, may terminate in the event of
    damages to or destruction or condemnation of the of the equipment or
    building.

Here is what you should know about the New Jersey and Virginia Portfolios'
concentrations in municipal water and sewer

                                       17
<PAGE>
revenue bonds. The payment of interest and principal of these bonds depends on
the rates the utilities may charge, the demand for their services and the cost
of operating their business which includes the expense of complying with
environmental and other energy and licensing laws and regulations. The operating
results of utilities are particularly influenced by:
  - increases in operating and construction costs; and
  - unpredicability of future usage requirements.

Here is what you should know about the Virginia 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.

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

STATE CONCENTRATION RISK

CALIFORNIA RISK

GENERALLY

From the late 1980s through the early 1990s, an economic recession eroded
California's revenue base. At the same time rapid population growth caused State
expenditures to exceed budget appropriations.

  - As a result California experienced a period of sustained budget imbalance.

  - Since that time the California economy has improved markedly and the extreme
    budgetary pressures have begun to lessen.

STATE GOVERNMENT

The 1999-2000 Budget Act allocated a State budget of approximately $63.7 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state, California's budget is still subject to certain unforeseeable events. For
example:

  - In December, 1994, Orange County and its investment pool filed for
    bankruptcy. While a settlement has been reached, the full impact on the
    State and Orange County remains unknown.

  - California faces constant fluctuations in other expenses (including health
    and welfare caseloads, property tax receipts, federal funding and natural
    disaster relief) that will undoubtedly create new budgetary pressure and
    reduce ability to pay their debts.

  - California's general obligation bonds are currently rated AA3 by Moody's and
    AA- by Standard & Poor's.

OTHER RISKS

Issuers' ability to make payments on bonds (and the remedies available to
bondholders) could also be adversely affected by the following constraints:

  - Certain provisions of California's Constitution, laws and regulatory system
    contain tax, spending and appropriations limits and prohibit certain new
    taxes.

  - Certain other California laws subject the users of bond proceeds to strict

                                       18
<PAGE>
    rules and limits regarding revenue repayment.

  - Bonds of healthcare institutions which are subject to the strict rules and
    limits regarding reimbursement payments of California's Medi-Cal program for
    health care services to welfare recipients and bonds secured by liens on
    real property are two of the types of bonds that could be affected by these
    provisions.

NEW JERSEY RISKS

STATE AND LOCAL GOVERNMENT

Certain features of New Jersey law could affect the repayment of debt:

  - the State of New Jersey and its agencies and public authorities issue
    general obligation bonds, which are secured by the full faith and credit of
    the state, backed by its taxing authority, without recourse to specific
    sources of revenue, therefore, any liability to increase taxes could impair
    the state's ability to repay debt; and

  - the state is required by law to maintain a balanced budget, and state
    spending for any given municipality or county cannot increase by more than
    5% per year. This limit could make it harder for any particular county or
    municipality to repay its debts.

In recent years the state budget's main expenditures have been

  - elementary and secondary education, and

  - state agencies and programs, including police and corrections facilities,
    higher education, and environmental protection.

The state's general obligations are rated Aa1 by Moody's and AA+ by Standard &
Poor's.

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

                                       19
<PAGE>
    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.

VIRGINIA RISKS

Virginia's economy is highly dependent on defense spending:

  - there are major concentrations of defense installations in Northern Virginia
    and the Hampton Roads area; and

  - any substantial reductions in military spending, including base closings,
    could hurt both the state and local economies.

The state's general obligations are rated AAA by Standard & Poor's and Aaa by
Moody's.

BOND QUALITY RISK

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

INSURANCE RELATED RISK

Some 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

                                       20
<PAGE>
    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 28 years, but we
could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

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

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

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

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

There could be a delay in paying you for your units:
  - 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

                                       21
<PAGE>
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, 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

                                       22
<PAGE>
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 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

                                       23
<PAGE>
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).

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.

                                       24
<PAGE>
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
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.

                                       25
<PAGE>
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 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 the 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 issuers (or other users of bond proceeds) 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.

                                       26
<PAGE>
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.
Because the deductibility of capital 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.

NEW YORK 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.

CALIFORNIA TAXES

In the opinion of O'Melveny & Myers LLP, Los Angeles, California, special
counsel on California tax matters:

Under the income tax laws of the State of California, the Trust will not be
taxed as a corporation and you will be considered to own directly your share of
each bond of the Trust. If you are a California taxpayer, your share of the
income from the bonds of the Trust will not be tax-exempt in California except
for California personal income tax purposes and only to the extent that the
income is earned on bonds that are exempt

                                       27
<PAGE>
for such purposes. If you are a California taxpayer and all or part of your
share of a bond is disposed of (for example, when a bond is sold, exchanged or
redeemed at maturity or you sell or exchange your units), you will recognize
gain or loss for California tax purposes. Depending on where you live, your
income from the Trust may be subject to state and local taxation. You should
consult your tax advisor in this regard.

NEW JERSEY TAXES

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

The Fund will not be taxed as a corporation under the current income tax laws of
the State of New Jersey. Your income from the Fund may be subject to taxation
depending on where you live. If you are a New Jersey taxpayer your income from
the Fund (including gains on sales of bonds by the Fund) and gains on sales of
units by you will be tax-exempt to the extent that income and gains are earned
on bonds that are tax-exempt for New Jersey purposes. You should consult your
tax adviser as to the consequences to you with respect to any investment you
make in the Fund.

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 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.

VIRGINIA TAXES

In the opinion of Hunton & Williams, Richmond, Virginia, special counsel on
Virginia tax matters:

Under the income tax laws of the State of Virginia, the Virginia Trust will not
be taxed as a corporation. If you are a Virginia taxpayer, your income from the
Virginia Trust will not be tax-exempt in Virginia except to the extent that the
income is attributable to either (i) interest earned on bonds that are
tax-exempt for Virginia purposes, (ii) profits from the sale of bonds of
Virginia or any political subdivision or instrumentality of Virginia, or (iii)
profits from the sale of bonds of the United States or any authority,
commission, or instrumentality of the United States. If, at the time of your
death, you either are a Virginia resident or, in certain cases, are not a
resident of the United States, your units may be subject to Virginia estate tax.
You

                                       28
<PAGE>
should consult your tax adviser in these matters.

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.

                                       29
<PAGE>
          MUNICIPAL INVESTMENT TRUST FUND,
          MULTISTATE SERIES - 31 (CALIFORNIA, NEW JERSEY,
          PENNSYLVANIA AND VIRGINIA TRUSTS),
          DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS


          The Sponsors, Trustee and Holders
          of Municipal Investment Trust Fund,
          Multistate Series - 31 (California, New Jersey, Pennsylvania
          and Virginia Trusts), Defined Asset Funds:

          We have audited the accompanying statements of condition of
          Municipal Investment Trust Fund, Multistate Series - 31
          (California, New Jersey, Pennsylvania and Virginia Trusts),
          Defined Asset Funds, including the portfolios, as of March 31,
          2000 and the related statements of operations and of changes in
          net assets for the years ended March 31, 2000, 1999 and 1998.
          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 auditing standards
          generally accepted in the United States of America. 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 March 31, 2000,
          as shown in such portfolios, were confirmed to us by The Chase
          Manhattan Bank, the Trustee. An audit also includes assessing
          the accounting principles used and significant estimates made
          by the Trustee, as well as evaluating the overall financial
          statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.

          In our opinion, the financial statements referred to above
          present fairly, in all material respects, the financial
          position of Municipal Investment Trust Fund, Multistate Series -
          31 (California, New Jersey, Pennsylvania and Virginia Trusts),
          Defined Asset Funds at March 31, 2000 and the results of their
          operations and changes in their net assets for the above-stated
          years in accordance with accounting principles generally
          accepted in the United States of America.



          DELOITTE & TOUCHE LLP
          New York, N.Y.

          July 6, 2000


                                     D - 1
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of March 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 6,412,916)(Note 1) .........                                                 $ 6,550,120
       Accrued interest................................                                                     123,198
       Proceeds receivable from sale of securities.....                                                      45,780
       Cash - principal ...............................                                                       7,426
                                                                                                      -------------
         Total trust property .........................                                                   6,726,524


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $    41,007
       Accrued Sponsors' fees .........................                                        837
       Redemptions payable ............................                                     45,373           87,217
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
       6,578 units of fractional undivided
          interest outstanding (Note 3) ...............                                  6,558,528

       Undistributed net investment income ............                                     80,779      $ 6,639,307
                                                                                     -------------    =============

     UNIT VALUE ($ 6,639,307 / 6,578 units)............                                                 $  1,009.32
                                                                                                      =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 2
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----
      <S>                                          <C>              <C>               <C>
     INVESTMENT INCOME:

       Interest income ........................    $   412,181      $   454,827       $   479,508
       Trustee's fees and expenses ............         (7,675)          (7,872)           (8,922)
       Sponsors' fees .........................         (3,410)          (3,024)           (3,105)
                                                   ----------------------------------------------
       Net investment income ..................        401,096          443,931           467,481
                                                   ----------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........         50,811           27,054            17,134
       Unrealized appreciation (depreciation)
         of investments .......................       (479,723)          49,850           617,562
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........       (428,912)          76,904           634,696
                                                   ----------------------------------------------



     NET INCREASE (DECREASE) IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $   (27,816)     $   520,835       $ 1,102,177
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 3
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

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

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----
      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   401,096      $   443,931       $   467,481
       Realized gain on
         securities sold or redeemed ..........         50,811           27,054            17,134
       Unrealized appreciation (depreciation)
         of investments .......................       (479,723)          49,850           617,562
                                                   ----------------------------------------------
       Net increase (decrease) in net assets
         resulting from operations ............        (27,816)         520,835         1,102,177
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (402,022)        (444,501)         (467,715)
       Principal ..............................        (23,795)         (13,201)          (21,458)
                                                   ----------------------------------------------
       Total distributions ....................       (425,817)        (457,702)         (489,173)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............        (13,132)          (4,026)           (6,120)
       Redemption amounts - principal .........     (1,155,903)        (394,477)         (516,528)
                                                   ----------------------------------------------
       Total share transactions ...............     (1,169,035)        (398,503)         (522,648)
                                                   ----------------------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS ....     (1,622,668)        (335,370)           90,356

     NET ASSETS AT BEGINNING OF YEAR ..........      8,261,975        8,597,345         8,506,989
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 6,639,307      $ 8,261,975       $ 8,597,345
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     55.67      $     55.96       $     56.07
                                                   ==============================================
       Principal distributions during
         year .................................    $      3.38      $      1.68       $      2.62
                                                   ==============================================
       Net asset value at end of
         year .................................    $  1,009.32      $  1,069.37       $  1,061.66
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................          1,148              372               505
       Outstanding at end of year .............          6,578            7,726             8,098
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 4
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

          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
            accordance with accounting principles generally accepted in the
            United States of America.

          (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 6,578 units at Date of Deposit .....................                                  $ 6,784,714
          Less sales charge ..........................................                                      305,312
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    6,479,402
          Redemptions of units - net cost of 2,422 units redeemed
            less redemption amounts (principal).......................                                      (75,170)
          Realized gain on securities sold or redeemed ...............                                       90,138
          Principal distributions ....................................                                      (73,046)
          Unrealized appreciation of investments......................                                      137,204
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 6,558,528
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of March 31, 2000, unrealized appreciation of investments, based
            on cost for Federal income tax purposes, aggregated $137,204, all of
            which related to appreciated securities. The cost of investment
            securities for Federal income tax purposes was $6,412,916 at March
            31, 2000.


                                     D - 5
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (CALIFORNIA TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of March 31, 2000

<TABLE>
<CAPTION>

                                            Rating of                                            Optional
     Portfolio No. and Title of               Issues        Face                                 Redemption
            Securities                       (1)  (5)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  City of Los Angeles, CA, Wastewater       AAA      $ 1,135,000    6.000  %     2018         12/01/01   $ 1,143,774 $ 1,153,886
     System Rev. Rfdg. Bonds, Ser. A 1992                                                        @ 102.000
     (Financial Guaranty Ins.)

  2  County of Sacramento, CA, Airport         AAA          145,000    5.750        2024(4)      07/01/02       142,506     149,359
     System Rev. Bonds, Ser. 1992 B                                                              @ 100.000
     (Financial Guaranty Ins.)

                                                            520,000    5.750        2024         07/01/02       511,056     520,380
                                                                                                 @ 100.000


  3  Los Angeles Cnty. Capital Assets          AAA        1,105,000    6.000        2016         12/01/02     1,114,105   1,124,194
     Leasing Corp., CA, Lease Rev. Bonds                                                         @ 102.000
     (1992  Master Rfdg, Proj,) (AMBAC Ins.)

  4  Los Angeles Cnty., CA,  Metro. Trans.     AAA          690,000    6.000        2023(4)      07/01/02       695,534     726,929
     Comm.,  Prop. C Sales Tax Rev. Bonds,                                                       @ 102.000
     Second Sr. Bonds, 1992-A (MBIA Ins.)

  5  M-S-R Pub. Pwr. Agency, CA Rfdg. Rev.     AAA        1,155,000    6.000        2020         07/01/03     1,164,829   1,177,222
     Bonds, (San Juan Proj.), Ser. F                                                             @ 102.000
     (AMBAC Ins.)

  6  State Public Works Board of The State     AAA          715,000    5.000        2019         None           646,768     666,616
     of California Lease Rev. Rfdg.
     Bonds (Dept. of Corrections), Ser.
     1993 A (AMBAC Ins.)

  7  State of California, Various Purpose      AAA        1,040,000    5.500        2019         04/01/03       994,344   1,031,534
     G.O. Bonds (FSA Ins.)                                                                       @ 102.000

                                                        -----------                                         ----------- -----------
                                                        $ 6,505,000                                         $ 6,412,916 $ 6,550,120
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes To Portfolios on page D - 23.


                                     D - 6
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of March 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 4,640,131)(Note 1) .........                                                 $ 4,665,724
       Accrued interest................................                                                      77,488
       Cash - principal ...............................                                                          47
                                                                                                      -------------
         Total trust property .........................                                                   4,743,259


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $    18,147
       Accrued Sponsors' fees .........................                                        579           18,726
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
       4,734 units of fractional undivided
          interest outstanding (Note 3) ...............                                  4,665,771

       Undistributed net investment income ............                                     58,762      $ 4,724,533
                                                                                     -------------    =============

     UNIT VALUE ($ 4,724,533 / 4,734 units)............                                                 $    998.00
                                                                                                      =============
</TABLE>

                       See Notes To Financial Statements.


                                     D - 7
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----

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

     INVESTMENT INCOME:

       Interest income ........................    $   275,686      $   307,834       $   320,365
       Trustee's fees and expenses ............         (6,070)          (6,217)           (7,148)
       Sponsors' fees .........................         (2,363)          (2,037)           (2,088)
                                                   ----------------------------------------------
       Net investment income ..................        267,253          299,580           311,129
                                                   ----------------------------------------------

     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........         12,530           19,682             5,691
       Unrealized appreciation (depreciation)
         of investments .......................       (304,403)          31,855           372,045
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........       (291,873)          51,537           377,736
                                                   ----------------------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $   (24,620)     $   351,117       $   688,865
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 8
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

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

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   267,253      $   299,580       $   311,129
       Realized gain on
         securities sold or redeemed ..........         12,530           19,682             5,691
       Unrealized appreciation (depreciation)
         of investments .......................       (304,403)          31,855           372,045
                                                   ----------------------------------------------
       Net increase (decrease) in net assets
         resulting from operations ............        (24,620)         351,117           688,865
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (267,598)        (299,902)         (311,322)
       Principal ..............................        (25,611)         (11,013)           (4,836)
                                                   ----------------------------------------------
       Total distributions ....................       (293,209)        (310,915)         (316,158)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............         (5,129)          (3,715)           (3,236)
       Redemption amounts - principal .........       (436,054)        (341,951)         (269,245)
                                                   ----------------------------------------------
       Total share transactions ...............       (441,183)        (345,666)         (272,481)
                                                   ----------------------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS ....       (759,012)        (305,464)          100,226

     NET ASSETS AT BEGINNING OF YEAR ..........      5,483,545        5,789,009         5,688,783
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 4,724,533      $ 5,483,545       $ 5,789,009
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     54.89      $     55.39       $     55.45
                                                   ==============================================
       Principal distributions during
         year .................................    $      5.41      $      2.05       $      0.86
                                                   ==============================================
       Net asset value at end of
         year .................................    $    998.00      $  1,062.29       $  1,055.43
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................            428              323               265
       Outstanding at end of year .............          4,734            5,162             5,485
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 9
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

          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
            accordance with accounting principles generally accepted in the
            United States of America.

          (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 4,734 units at Date of Deposit .....................                                  $ 4,916,463
          Less sales charge ..........................................                                      221,221
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    4,695,242
          Redemptions of units - net cost of 1,266 units redeemed
            less redemption amounts (principal).......................                                      (43,986)
          Realized gain on securities sold or redeemed ...............                                       39,655
          Principal distributions ....................................                                      (50,733)
          Net unrealized appreciation of investments..................                                       25,593
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 4,665,771
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of March 31, 2000, net unrealized appreciation of investments,
            based on cost for Federal income tax purposes, aggregated $25,593,
            of which $3,100 related to depreciated securities and $28,693
            related to appreciated securities The cost of investment securities
            for Federal income tax purposes was $4,640,131 at March 31, 2000.


                                     D - 10
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (NEW JERSEY TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of March 31, 2000

<TABLE>
<CAPTION>

                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                       (1)   (5)      Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Cape May Cnty., NJ, Mun. Util. Auth.,     AAA      $   115,000    5.750  %     2016         01/01/03   $   115,000 $   116,320
     Swr. Rev. Rfdg. Bonds, Ser. 1992-A                                                          @ 102.000
     (MBIA Ins.)

  2  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          365,000    5.500        2023         07/01/03       351,951     351,083
     Rev. Bonds, JFK Hlth. Sys. Obligated                                                        @ 102.000
     Group Issue, Ser. 1993   (Financial
     Guaranty Ins.)

  3  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          600,000    5.700        2023         07/01/03       591,426     591,426
     Rev. Bonds, Underwood-Mem. Hosp. Issue,                                                     @ 102.000
     Ser. B (AMBAC Ins.)

  4  New Jersey Sports and Expos. Auth.,       AAA          740,000    5.500        2022         07/01/02       718,984     718,673
     Convention Center. Luxury Tax Bonds,                                                        @ 102.000
     Ser. 1992  A (MBIA Ins.)

  5  North Jersey District Water Supply        AAA          695,000    6.000        2021         07/01/03       706,982     707,107
     Comm., NJ, Wanaque South Proj., Rev.                                                        @ 102.000
     Rfdg. Bonds, Ser. 1993 (MBIA Ins.)

  6  Northwest Bergen County Utilities         AAA          320,000    6.000        2013         07/15/03       326,941     331,376
     Authority, NJ, Utility System Revenue                                                       @ 102.000
     Refunding Bonds Ser. 1992 (MBIA Ins.)

  7  Passaic Valley Sewerage Commissioners,    AAA          500,000    5.875        2022         12/01/02       505,210     503,290
     NJ, Swr. Sys. Bonds, Ser. D (AMBAC                                                          @ 102.000
     Ins.)

  8  Salem County Improvement Authority        AAA          550,000    5.700        2017         05/01/03       546,409     554,208
     Revenue Refunding Bonds (Correctional                                                       @ 102.000
     Facility and Court House Annex) Ser.
     1993 (AMBAC Ins.)
</TABLE>


                                     D - 11
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (NEW JERSEY TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of March 31, 2000

<TABLE>
<CAPTION>

                                            Rating of                                             Optional
     Portfolio No. and Title of               Issues        Face                                 Redemption
            Securities                       (1)  (5)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  9  The Essex Cnty. Imp. Auth., NJ, Cnty.     AAA      $   805,000    5.500  %     2020         12/01/03   $   777,228 $   792,241
     G.O. Lease Rev. Rfdg. Bonds, Ser. 1993                                                      @ 102.000
     (AMBAC Ins.)

                                                        -----------                                         ----------- -----------
                                                        $ 4,690,000                                         $ 4,640,131 $ 4,665,724
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes To Portfolios on page D - 23.


                                     D - 12
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of March 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 3,113,578)(Note 1) .........                                                 $ 3,135,522
       Accrued interest................................                                                      67,754
       Cash - principal ...............................                                                       5,041
                                                                                                      -------------
         Total trust property .........................                                                   3,208,317


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $    28,554
       Accrued Sponsors' fees .........................                                        396           28,950
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
       3,183 units of fractional undivided
          interest outstanding (Note 3) ...............                                  3,140,563

       Undistributed net investment income ............                                     38,804      $ 3,179,367
                                                                                     -------------    =============

     UNIT VALUE ($ 3,179,367 / 3,183 units)............                                                 $    998.86
                                                                                                      =============
</TABLE>

                       See Notes To Financial Statements.


                                     D - 13
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----
      <S>                                          <C>              <C>               <C>
     INVESTMENT INCOME:

       Interest income ........................    $   190,912      $   214,369       $   247,982
       Trustee's fees and expenses ............         (4,835)          (4,868)           (5,372)
       Sponsors' fees .........................         (1,557)          (1,498)           (1,597)
                                                   ----------------------------------------------
       Net investment income ..................        184,520          208,003           241,013
                                                   ----------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........          5,345           40,547             8,153
       Unrealized appreciation (depreciation)
         of investments .......................       (194,761)          13,849           250,999
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........       (189,416)          54,396           259,152
                                                   ----------------------------------------------



     NET INCREASE (DECREASE) IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $    (4,896)     $   262,399       $   500,165
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 14
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

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

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----
      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   184,520      $   208,003       $   241,013
       Realized gain on
         securities sold or redeemed ..........          5,345           40,547             8,153
       Unrealized appreciation (depreciation)
         of investments .......................       (194,761)          13,849           250,999
                                                   ----------------------------------------------
       Net increase (decrease) in net assets
         resulting from operations ............         (4,896)         262,399           500,165
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (185,100)        (208,697)         (240,885)
       Principal ..............................        (15,561)         (27,483)           (4,220)
                                                   ----------------------------------------------
       Total distributions ....................       (200,661)        (236,180)         (245,105)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............         (2,819)          (7,047)           (3,057)
       Redemption amounts - principal .........       (269,204)        (658,583)         (303,472)
                                                   ----------------------------------------------
       Total share transactions ...............       (272,023)        (665,630)         (306,529)
                                                   ----------------------------------------------

     NET DECREASE IN NET ASSETS ...............       (477,580)        (639,411)          (51,469)

     NET ASSETS AT BEGINNING OF YEAR ..........      3,656,947        4,296,358         4,347,827
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 3,179,367      $ 3,656,947       $ 4,296,358
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     55.29      $     55.76       $     56.01
                                                   ==============================================
       Principal distributions during
         year .................................    $      4.74      $      7.53       $      0.99
                                                   ==============================================
       Net asset value at end of
         year .................................    $    998.86      $  1,058.45       $  1,052.51
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................            272              627               292
       Outstanding at end of year .............          3,183            3,455             4,082
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 15
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

          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
            accordance with accounting principles generally accepted in the
            United States of America.

          (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 3,183 units at Date of Deposit .....................                                  $ 3,325,251
          Less sales charge ..........................................                                      149,635
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    3,175,616
          Redemptions of units - net cost of 1,817 units redeemed
            less redemption amounts (principal).......................                                      (54,123)
          Realized gain on securities sold or redeemed ...............                                       58,612
          Principal distributions ....................................                                      (61,486)
          Net unrealized appreciation of investments..................                                       21,944
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 3,140,563
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of March 31, 2000, net unrealized appreciation of investments,
            based on cost for Federal income tax purposes, aggregated $21,944,
            of which $5,331 related to depreciated securities and $27,275
            related to appreciated securities. The cost of investment securities
            for Federal income tax purposes was $3,113,578 at March 31, 2000.


                                     D - 16
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (PENNSYLVANIA TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of March 31, 2000

<TABLE>
<CAPTION>
                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1)  (5)      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      $   750,000    6.000  %     2023         11/01/02   $   756,180 $   750,848
     Hlth. Care Ctr. Rev. Rfdg. Bonds, Ser.                                                      @ 102.000
     1992 B (Presbyterian Univ. Hlth.  Sys.,
     Inc. Proj.) (MBIA Ins.)

  2  Downington Municipal Water Authority,     AAA           35,000    5.900        2025(4)      09/01/03        35,132      36,265
     Chester County, Pennsylvania, Gtd.                                                          @ 100.000
     Water Revenue Bonds, Ser. of 1993 A
     (AMBAC Ins.)

  3  North Wales Wtr. Auth., PA, Montgomery    AAA          370,000    5.500        2016         11/01/03       360,450     361,723
     Cnty., Wtr. Rev. Bonds, Ser. 1992 A                                                         @ 100.000
     (Financial Guaranty Ins.)

  4  Pennsylvania Turnpike Commission,         AAA          325,000    5.750        2012         12/01/02       326,339     331,487
     Turnpike Revenue Bonds, Series P of                                                         @ 102.000
     1992  (AMBAC Ins.)

  5  Pennyslvania Higher Educl. Fac. Auth.,    AAA          750,000    5.750        2031         04/01/01       733,013     738,270
     Temple Univ. Rev. Bonds,  Ser. 1991                                                         @ 100.000
     (MBIA Ins.)

  6  Pittsburgh, Pennsylvania Public           AAA          390,000    5.875        2012         12/01/02       395,717     399,294
     Parking Authority, Parking System                                                           @ 102.000
     Revenue   Bonds, Series 1992 A
     (Financial Guaranty Ins.)

  7  Southwest Delaware Cnty., PA, Mun.        AAA          505,000    5.850        2022(4)      08/01/02       506,747     517,635
     Auth. Gtd. Swr. Rev. Bonds, Ser. of                                                         @ 100.000
     1992 (AMBAC Ins.)

                                                        -----------                                         ----------- -----------
                                                        $ 3,125,000                                         $ 3,113,578 $ 3,135,522
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes To Portfolios on page D - 23.


                                     D - 17
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (VIRGINIA TRUST),
     DEFINED ASSET FUNDS



     STATEMENT OF CONDITION
     As of March 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 2,298,294)(Note 1) .........                                                 $ 2,303,874
       Accrued interest................................                                                      36,586
       Cash - principal ...............................                                                         753
                                                                                                      -------------
         Total trust property .........................                                                   2,341,213


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $     5,214
       Accrued Sponsors' fees .........................                                        289            5,503
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
       2,343 units of fractional undivided
          interest outstanding (Note 3) ...............                                  2,304,627

       Undistributed net investment income ............                                     31,083      $ 2,335,710
                                                                                     -------------    =============

     UNIT VALUE ($ 2,335,710 / 2,343 units)............                                                 $    996.89
                                                                                                      =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 18
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (VIRGINIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----
      <S>                                          <C>              <C>               <C>
     INVESTMENT INCOME:

       Interest income ........................    $   141,776      $   154,369       $   159,890
       Trustee's fees and expenses ............         (4,112)          (3,979)           (4,766)
       Sponsors' fees .........................         (1,165)          (1,003)           (1,009)
                                                   ----------------------------------------------
       Net investment income ..................        136,499          149,387           154,115
                                                   ----------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........          1,372           11,139             3,017
       Unrealized appreciation (depreciation)
         of investments .......................       (130,516)          (2,548)          167,673
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........       (129,144)           8,591           170,690
                                                   ----------------------------------------------



     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $     7,355      $   157,978       $   324,805
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 19
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (VIRGINIA TRUST),
     DEFINED ASSET FUNDS

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

                                                                  Years Ended March 31,
                                                          2000            1999            1998
                                                          ----            ----            ----
      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   136,499      $   149,387       $   154,115
       Realized gain on
         securities sold or redeemed ..........          1,372           11,139             3,017
       Unrealized appreciation (depreciation)
         of investments .......................       (130,516)          (2,548)          167,673
                                                   ----------------------------------------------
       Net increase in net assets
         resulting from operations ............          7,355          157,978           324,805
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (136,571)        (149,690)         (154,214)
       Principal ..............................        (10,193)          (2,444)           (5,530)
                                                   ----------------------------------------------
       Total distributions ....................       (146,764)        (152,134)         (159,744)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............         (2,724)          (1,527)           (1,464)
       Redemption amounts - principal .........       (203,810)        (144,402)         (116,615)
                                                   ----------------------------------------------
       Total share transactions ...............       (206,534)        (145,929)         (118,079)
                                                   ----------------------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS ....       (345,943)        (140,085)           46,982

     NET ASSETS AT BEGINNING OF YEAR ..........      2,681,653        2,821,738         2,774,756
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 2,335,710      $ 2,681,653       $ 2,821,738
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     55.68      $     56.21       $     56.12
                                                   ==============================================
       Principal distributions during
         year .................................    $      4.11      $      0.91       $      2.04
                                                   ==============================================
       Net asset value at end of
         year .................................    $    996.89      $  1,052.45       $  1,050.54
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................            205              138               114
       Outstanding at end of year .............          2,343            2,548             2,686
                                                   ==============================================
</TABLE>

                       See Notes To Financial Statements.


                                     D - 20
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (VIRGINIA TRUST),
     DEFINED ASSET FUNDS

          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
            accordance with accounting principles generally accepted in the
            United States of America.

          (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 2,343 units at Date of Deposit .....................                                  $ 2,447,755
          Less sales charge ..........................................                                      110,147
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    2,337,608
          Redemptions of units - net cost of 957 units redeemed
            less redemption amounts (principal).......................                                       16,523
          Realized loss on securities sold or redeemed ...............                                      (22,966)
          Principal distributions ....................................                                      (32,118)
          Net unrealized appreciation of investments..................                                        5,580
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 2,304,627
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of March 31, 2000, net realized appreciation of investments,
            based on cost for Federal income tax purposes, aggregated $5,580, of
            which $12,892 related to depreciated securities and $18,472 realted
            to appreciated securities. The cost of investment securities for
            Federal income tax purposes was $2,298,294 at March 31, 2000.


                                     D - 21
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (VIRGINIA TRUST),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of March 31, 2000

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Chesapeake Bay Bridge and Tunnel Dist.,    AAA     $   385,000    5.750  %     2025(4)      07/01/01   $   382,166 $   391,129
     VA, Gen. Resolution Rev. Bonds, Rfdg.                                                       @ 100.000
     Ser. 1991 (MBIA Ins.) (6)

  2  City of Richmond, VA, G.O. Pub. Imp.       AA          410,000    6.250        2018         07/15/04       422,029     417,597
     Rfdg. Bonds, Ser. 1991 B                                                                    @ 102.000

  3  Cnty  of Roanoke, VA, G.O. Pub. Imp.       AA          470,000    5.000        2021         06/01/03       421,087     421,299
     and Rfdg. Bonds,  Ser. 1993                                                                 @ 100.000

  4  Commonwealth of Puerto Rico, Pub.  Imp.    Aaa(m)       65,000    6.000        2022(4)      07/01/02        65,000      68,026
     Bonds of 1993 (G.O. Bonds)                                                                  @ 101.500
     Public Improvement Bonds of 1993
     (General Oblig.)

  5  Fairfax Cnty., VA, Wtr. Auth., Wtr.        AA          190,000    5.750        2029         04/01/02       188,567     189,468
     Rfdg.  Rev. Bonds, Ser. 1992                                                                @ 100.000

  6  Loudoun County Virginia, Sanitation        AAA         390,000    6.250        2016         01/01/03       403,065     408,435
     Auth.,  Wtr. and Swr. Sys.  Rev. Bonds,                                                     @ 102.000
     Rfdg. Ser. 1992 (Financial Guaranty
     Ins.) (6)

  7  Richmond VA,  Metro. Auth.,  Expwy.        AAA         400,000    6.250        2022         07/15/04       416,380     407,920
     Refunding  Bonds, Ser. 1992-B                                                               @ 102.000
     (Financial Guaranty Ins.) (6)

                                                          ---------                                           ---------   ---------
                                                        $ 2,310,000                                         $ 2,298,294 $ 2,303,874
                                                          =========                                           =========   =========
</TABLE>

                     See Notes To Portfolios on page D - 23.


                                     D - 22
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 31 (CALIFORNIA, NEW JERSEY, PENNSYLVANIA
     AND VIRGINIA TRUSTS),
     DEFINED ASSET FUNDS

     NOTES TO PORTFOLIOS
     As of March 31, 2000

      (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)   Bonds with an aggregate face amount of $835,000 of the California
            Trust, $540,000 of the Pennsylvania Trust and $450,000 of the
            Virginia Trust have been pre-refunded and are expected to be called
            for redemption on the optional redemption provision dates shown.

      (5)   Insured by AAA-rated 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).

      (6)   Insured by the indicated municipal bond insurance company.


                                     D - 23
<PAGE>
DEFINED ASSET FUNDS--REGISTERED TRADEMARK--

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--31
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.
                                         333-49351) 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.
                                                                     14462--7/00
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