MUNICIPAL INVT TR FD MULTISTATE SERIES 47 DEFINED ASSET FDS
485BPOS, 1999-12-08
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1999

                                                       REGISTRATION NO. 33-50067
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                     -------------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 6
                                       TO
                                    FORM S-6

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

                   FOR REGISTRATION UNDER THE SECURITIES ACT
                    OF 1933 OF SECURITIES OF UNIT INVESTMENT
                        TRUSTS REGISTERED ON FORM N-8B-2

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

A. EXACT NAME OF TRUST:

                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--47
                              DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                           SALOMON SMITH BARNEY INC.
                       PRUDENTIAL SECURITIES INCORPORATED
                            PAINEWEBBER INCORPORATED
                           DEAN WITTER REYNOLDS INC.

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

<TABLE>
<S>                        <C>                        <C>
 MERRILL LYNCH, PIERCE,
     FENNER & SMITH
      INCORPORATED
   DEFINED ASSET FUNDS
  POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051                              SALOMON SMITH BARNEY INC.
                                                            388 GREENWICH
                                                         STREET--23RD FLOOR
                                                         NEW YORK, NY 10013
</TABLE>

<TABLE>
    <S>                          <C>                          <C>
      PRUDENTIAL SECURITIES      PAINEWEBBER INCORPORATED     DEAN WITTER REYNOLDS INC.
          INCORPORATED              1285 AVENUE OF THE             TWO WORLD TRADE
       ONE NEW YORK PLAZA                AMERICAS                CENTER--59TH FLOOR
       NEW YORK, NY 10292           NEW YORK, NY 10019           NEW YORK, NY 10048
</TABLE>

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

<TABLE>
<S>                        <C>                        <C>
  TERESA KONCICK, ESQ.         ROBERT E. HOLLEY           MICHAEL KOCHMANN
      P.O. BOX 9051            1200 HARBOR BLVD.          388 GREENWICH ST.
PRINCETON, NJ 08543-9051      WEEHAWKEN, NJ 07087        NEW YORK, NY 10013

   LEE B. SPENCER, JR.            COPIES TO:             DOUGLAS LOWE, ESQ.
   ONE NEW YORK PLAZA       PIERRE DE SAINT PHALLE,   DEAN WITTER REYNOLDS INC.
   NEW YORK, NY 10292                ESQ.                  TWO WORLD TRADE
                             450 LEXINGTON AVENUE        CENTER--59TH FLOOR
                              NEW YORK, NY 10017         NEW YORK, NY 10048
</TABLE>

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 16, 1999.

Check box if it is proposed that this filing will become effective on December
17, 1999 pursuant to paragraph (b) of Rule 485.  /X/

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                              DEFINED ASSET FUNDS-SM-
- ----------
     ----------

<TABLE>
<S>                                    <C>
                                       MUNICIPAL INVESTMENT TRUST FUND
                                       MULTISTATE SERIES--47
                                       (A UNIT INVESTMENT TRUST)
                                       -  MARYLAND, OHIO AND PENNSYLVANIA PORTFOLIOS
                                       -  PORTFOLIOS OF LONG-TERM MUNICIPAL BONDS
                                       -  DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
                                          INCOME TAX
                                       -  EXEMPT FROM SOME STATE TAXES
                                       -  MONTHLY DISTRIBUTIONS
</TABLE>

Sponsors:
Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
Prudential Securities Incorporated
PaineWebber Incorporated
Dean Witter Reynolds Inc.

- -----------------------
The Securities and Exchange Commission has not approved or disapproved
these Securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

Prospectus dated December 17, 1999.

<PAGE>

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

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

Defined Asset Funds offer a number of advantages:
  - 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 SEPTEMBER 30, 1999, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
Maryland Portfolio--
  Risk/Return Summary................    3
Ohio Insured Portfolio--Risk/Return
  Summary............................    6
Pennsylvania Insured
  Portfolio--Risk/Return Summary.....    9
What You Can Expect From Your
  Investment.........................   13
  Monthly Income.....................   13
  Return Figures.....................   13
  Records and Reports................   13
The Risks You Face...................   14
  Interest Rate Risk.................   14
  Call Risk..........................   14
  Reduced Diversification Risk.......   14
  Liquidity Risk.....................   14
  Concentration Risk.................   14
  State Concentration Risk...........   15
  Bond Quality Risk..................   17
  Insurance Related Risk.............   17
  Litigation and Legislation Risks...   17
Selling or Exchanging Units..........   17
  Sponsors' Secondary Market.........   17
  Selling Units to the Trustee.......   18
  Exchange Option....................   18
How The Fund Works...................   19
  Pricing............................   19
  Evaluations........................   19
  Income.............................   19
  Expenses...........................   19
  Portfolio Changes..................   20
  Fund Termination...................   20
  Certificates.......................   20
  Trust Indenture....................   20
  Legal Opinion......................   21
  Auditors...........................   21
  Sponsors...........................   21
  Trustee............................   22
  Underwriters' and Sponsors'
    Profits..........................   22
  Public Distribution................   22
  Code of Ethics.....................   22
  Year 2000 Issues...................   22
Taxes................................   23
Supplemental Information.............   25
Financial Statements.................  D-1
</TABLE>

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

MARYLAND 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 8
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,190,000.
  -  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.
  -  76% 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>
  / / Hospital/Health Care           45%
  / / Housing                        8%
  / / Lease Rental
  Appropriation                      23%
  / / Refunded Bonds                 8%
  / / Solid Waste Disposal           16%
</TABLE>

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

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

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

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

  -  Assuming no changes in interest rates,
     when you sell your units, they will
     generally be worth less than your cost
     because your cost included a sales fee.

  -  The Fund will receive early returns of
     principal if bonds are called or sold
     before they mature. If this happens your
     income will decline and you may not be
     able to reinvest the money you receive
     at as high a yield or as long a
     maturity.

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF MARYLAND SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO MARYLAND
     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                $ 4.13
     Annual Income per unit:                        $49.56
     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>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.40
     Evaluator's Fee
                                                    $0.71
     Other Operating Expenses
                                                    -----
                                                    $2.30
     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 MARYLAND 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 Maryland Series
     were offered between March 2, 1989 and
     September 27, 1996 and were outstanding on
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     9/30/99.
</TABLE>

<TABLE>
<CAPTION>
                           WITH SALES FEE         NO SALES FEE
                         1 YEAR     5 YEARS    1 YEAR     5 YEARS
 <S>                    <C>        <C>        <C>        <C>
 -----------------------------------------------------------------
 High                     1.41%      6.40%      2.98%      7.59%
 Average                  -1.61      4.81       0.12       5.82
 Low                      -7.11      3.50       -4.49      4.55

<C>  <S>

<C>  <S>
     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              $955.66
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

<TABLE>
<C>  <S>
11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

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

OHIO INSURED PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE FUND'S OBJECTIVE?
     The Fund seeks interest income that is
     exempt from regular federal income taxes
     and some state and local taxes by
     investing in a fixed portfolio
     consisting primarily of insured, long
     term municipal revenue bonds.

 2.  WHAT ARE MUNICIPAL REVENUE BONDS?
     Municipal revenue bonds are bonds issued
     by states, municipalities and public
     authorities to finance the cost of
     buying, building or improving various
     projects intended to generate revenue,
     such as airports, health care
     facilities, housing and municipal
     electric, water and sewer utilities.
     Generally, payments on these bonds
     depend solely on the revenues generated
     by the projects, excise taxes or state
     appropriations, and are not backed by
     the government's taxing power.

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,870,000.
  -  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>
  / / Hospital/Health Care              43%
<S>                                 <C>
  / / Municipal Water/Sewer
  Utilities                             43%
  / / Municipal Electric Utilities      14%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     hospital/health care and municipal
     water/sewer utility 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 OHIO SO IT IS LESS DIVERSIFIED
     THAN A NATIONAL FUND AND IS SUBJECT TO
     RISKS PARTICULAR TO OHIO WHICH ARE
     BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       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                $ 4.18
     Annual Income per unit:                        $50.22
     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>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.33
     Evaluator's Fee
                                                    $0.38
     Other Operating Expenses
                                                    -----
                                                    $1.90
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     The Sponsors historically paid updating
     expenses.

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR OHIO PORTFOLIOS, WHICH HAD INVESTMENT
     OBJECTIVES, STRATEGIES AND TYPES OF BONDS
     SUBSTANTIALLY SIMILAR TO THIS FUND. THESE PRIOR
     SERIES DIFFERED IN THAT THEY CHARGED A HIGHER
     SALES FEE. These prior Ohio Series were offered
     between September 22, 1988 and September 13,
     1996 and were outstanding on September 30,
     1999. OF COURSE, PAST PERFORMANCE OF PRIOR
     SERIES IS NO GUARANTEE OF FUTURE RESULTS OF
     THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     9/30/99.
</TABLE>

<TABLE>
<CAPTION>
                          WITH SALES FEE       NO SALES FEE
                         1 YEAR   5 YEARS    1 YEAR   5 YEARS
 <S>                    <C>       <C>       <C>       <C>
 -------------------------------------------------------------
 High                    1.80%     6.33%     3.00%     7.52%
 Average                 -1.97      4.70     -0.20      5.80
 Low                     -6.54      3.22     -3.94      4.02

<C>  <S>

<C>  <S>
     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               $967.56
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

<TABLE>
<C>  <S>
11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each
     bond was issued, interest on the bonds in
     this Fund is generally 100% exempt from
     regular federal income tax. Your income
     may also be exempt from some Ohio state
     and local personal income taxes if you
     live in Ohio.
     You will also receive principal payments
     if bonds are sold or called or mature,
     when the cash available is more than
     $5.00 per unit. You will be subject to
     tax on any gain realized by the Fund on
     the disposition of bonds.

12.  WHAT OTHER SERVICES ARE AVAILABLE?

     REINVESTMENT
     You will receive your income in cash
     unless you choose to compound your income
     by reinvesting at no sales fee in the
     Municipal Fund Investment Accumulation
     Program, Inc. This program is an open-end
     mutual fund with a comparable investment
     objective. 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
     $3,550,000.
  -  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                29%
<S>                                 <C>
  / / Industrial Development
      Revenue                           15%
  / / Lease Rental Appropriation        11%
  / / Municipal Water/Sewer
      Utilities                         17%
  / / Special Tax Issues                17%
  / / Universities/Colleges             11%
</TABLE>

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

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

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

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

  -  Assuming no changes in interest rates,
     when you sell your units, they will
     generally be worth less than your cost
     because your cost included a sales fee.

  -  The Fund will receive early returns of
     principal if bonds are called or sold
     before they mature. If this happens your
     income will decline and you may not be
     able to reinvest the money you receive
     at as high a yield or as long a
     maturity.

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF 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                $ 4.13
     Annual Income per unit:                        $50.20
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

<TABLE>
<C>  <S>
 6.  WHAT ARE THE FUND'S FEES AND EXPENSES?

     This table shows the costs and expenses you may pay,
     directly or indirectly, when you invest in the Fund.

     INVESTOR FEES

     Maximum Sales Fee (Load) on new
     purchases (as a percentage of
     $1,000 invested)                            2.90%

     Employees of some of the Sponsors and their affiliates
     may pay a reduced sales fee of no less than $5.00 per
     unit.

     The maximum sales fee is reduced if you invest at
     least $100,000, as follows:
</TABLE>

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.36
     Evaluator's Fee
                                                    $0.42
     Other Operating Expenses
                                                    -----
                                                    $1.97
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     The Sponsors historically paid updating
     expenses.

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR PENNSYLVANIA PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior Pennsylvania
     Series were offered between May 19, 1988 and
     September 13, 1996 and were outstanding on
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     9/30/99.
</TABLE>

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

<TABLE>
 High                    1.25%     6.52%     6.06%     2.44%     7.71%     6.55%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -2.01      4.96      5.78     -0.14      6.01      6.35
 Low                     -6.76      3.04      5.65     -4.12      3.99      6.23
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.94%     5.20%     5.63%
</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              $952.62
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

<TABLE>
<C>  <S>
11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

     In the opinion of bond counsel when each
     bond was issued, interest on the bonds in
     this Fund is generally 100% exempt from
     regular federal income tax. Your income
     may also be exempt from some Pennsylvania
     state and local personal income taxes if
     you live in Pennsylvania.
     You will also receive principal payments
     if bonds are sold or called or mature,
     when the cash available is more than
     $5.00 per unit. You will be subject to
     tax on any gain realized by the Fund on
     the disposition of bonds.

12.  WHAT OTHER SERVICES ARE AVAILABLE?

     REINVESTMENT
     You will receive your income in cash
     unless you choose to compound your income
     by reinvesting at no sales fee in the
     Municipal Fund Investment Accumulation
     Program, Inc. This program is an open-end
     mutual fund with a comparable investment
     objective, but the bonds generally will
     not be insured. Income from this program
     will generally be subject to state and
     local income taxes. FOR MORE COMPLETE
     INFORMATION ABOUT THE PROGRAM, INCLUDING
     CHARGES AND FEES, ASK THE TRUSTEE FOR THE
     PROGRAM'S PROSPECTUS. READ IT CAREFULLY
     BEFORE YOU INVEST. THE TRUSTEE MUST
     RECEIVE YOUR WRITTEN ELECTION TO REINVEST
     AT LEAST 10 DAYS BEFORE THE RECORD DAY OF
     AN INCOME PAYMENT.

     EXCHANGE PRIVILEGES
     You may exchange units of this Fund for
     units of certain other Defined Asset
     Funds. You may also exchange into this
     Fund from certain other funds. We charge
     a reduced sales fee on exchanges.
</TABLE>

                                       11
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

                             FOR MARYLAND RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 1999*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 1999*    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- 25,750      $      0- 43,050     19.21       4.95       5.56       6.18       6.80       7.42       8.04       8.66
  $ 25,751- 62,450      $ 43,051-104,050     31.49       5.84       6.57       7.30       8.03       8.76       9.49      10.22
  $ 62,451-130,250      $104,051-158,550     34.35       6.09       6.85       7.62       8.38       9.14       9.90      10.66
  $130,251-283,150      $158,551-283,150     39.10       6.57       7.39       8.21       9.03       9.85      10.67      11.50
OVER $283,151           OVER $283,151        42.53       6.96       7.83       8.70       9.57      10.44      11.31      12.18

<S>                    <C>        <C>
  $      0- 25,750       9.27       9.89
  $ 25,751- 62,450      10.95      11.68
  $ 62,451-130,250      11.42      12.19
  $130,251-283,150      12.32      13.14
OVER $283,151           13.05      13.92
</TABLE>

                               FOR OHIO RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 1999*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 1999*    TAX-FREE YIELD OF
    SINGLE RETURN         7%        7.5%        8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                        $      0- 43,050     19.01       4.94       5.56       6.17       6.79       7.41       8.03       8.64
  $      0- 25,750                           18.43       4.90       5.52       6.13       6.74       7.36       7.97       8.58
                        $ 43,051-104,050     32.50       5.93       6.67       7.41       8.15       8.89       9.63      10.37
  $ 25,751- 62,450                           31.39       5.83       6.56       7.29       8.02       8.75       9.47      10.20
  $ 62,451-130,250      $104,051-158,550     35.32       6.18       6.96       7.73       8.50       9.28      10.05      10.82
  $130,251-283,150      $158,551-283,150     40.35       6.71       7.54       8.38       9.22      10.06      10.90      11.74
OVER $283,151           OVER $283,151        43.71       7.11       7.99       8.88       9.77      10.66      11.55      12.43

<S>                    <C>        <C>
                         9.26       9.88
  $      0- 25,750       9.20       9.81
                        11.11      11.85
  $ 25,751- 62,450      10.93      11.66
  $ 62,451-130,250      11.59      12.37
  $130,251-283,150      12.57      13.41
OVER $283,151           13.32      14.21
</TABLE>

                           FOR PENNSYLVANIA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 1999*                        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 1999*    TAX-FREE YIELD OF
    SINGLE RETURN         6%        6.5%        7%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 25,750      $      0- 43,050     17.38       3.63       4.24       4.84       5.45       6.05       6.66       7.26
  $ 27,751- 62,450      $ 43,051-104,050     30.02       4.29       5.00       5.72       6.43       7.14       7.86       8.57
  $ 62,451-130,250      $104,051-158,550     32.93       4.47       5.22       5.96       6.71       7.46       8.20       8.95
  $130,251-283,150      $158,551-283,150     37.79       4.82       5.63       6.43       7.23       8.04       8.84       9.65
OVER $283,151           OVER $283,151        41.29       5.11       5.96       6.81       7.66       8.52       9.37      10.22

<S>                    <C>        <C>
  $      0- 25,750       7.87     8.47
  $ 27,751- 62,450       9.29      10.00
  $ 62,451-130,250       9.69      10.44
  $130,251-283,150      10.45      11.25
OVER $283,151           11.07      11.92
</TABLE>

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1999
federal and applicable State 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.

                                       12
<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.

                                       13
<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 Maryland and Ohio Portfolios'
concentrations in hospital and health care bonds.
  - payment for these bonds depends on revenues from private third-party payors
    and government programs, including Medicare and Medicaid, which have
    generally undertaken cost containment measures to limit payments to health
    care providers;
  - hospitals face increasing competition resulting from hospital mergers and
    affiliations;
  - hospitals need to reduce costs as HMOs increase market penetration and
    hospital supply and drug companies raise prices;
  - hospitals and health care providers are subject to various legal claims by
    patients and others and are adversely affected by increasing costs of
    insurance; and

                                       14
<PAGE>
  - many hospitals are aggressively buying physician practices and assuming risk
    contracts to gain market share. If revenues do not increase accordingly,
    this practice could reduce profits;
  - Medicare is changing its reimbursement system for nursing homes. Many
    nursing home providers are not sure how they will be treated. In many cases,
    the providers may receive lower reimbursements and these would have to cut
    expenses to maintain profitability; and
  - most retirement/nursing home providers rely on entrance fees for operating
    revenues. If people live longer than expected and turnover is lower than
    budgeted, operating revenues would be adversely affected by less than
    expected entrance fees.

Here is what you should know about the Pennsylvania Portfolio's concentration in
general obligation bonds.
  - general obligation bonds are backed by the issuer's pledge of its full
    faith, credit and taxing power;
  - but the taxing power of any government issuer may be limited by provisions
    of the state constitution or laws as well as political considerations; and
  - an issuer's credit can be negatively affected by various factors, including
    population decline that erodes the tax base, natural disasters, decline in
    industry, limited access to capital markets or heavy reliance on state or
    federal aid.

Here is what you should know about the Ohio Portfolio's concentration in
municipal water and sewer 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.

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

STATE CONCENTRATION RISK

MARYLAND RISKS

GENERALLY

The Maryland economy is affected by various economic, social and environmental
conditions, some of which are unique to the state and others which affect the
nation as a whole and the Mid-Atlantic region in particular. For example:

  - many residents of the state work for the Federal government in and around
    Washington, D.C. Cutbacks in federal spending hurt Maryland more than other
    states;

  - like those in other states, Maryland businesses are sensitive to changes in
    Federal regulation, which can affect their revenues and, therefore, state
    tax revenue;

  - Maryland has lost many defense and construction jobs in recent years, as its
    economy has shifted away from manufacturing and industry and towards
    services;

  - the state's tax base has eroded as the population has dropped in cities such
    as Baltimore.

The state and its local governments are limited in their ability to increase or
impose new taxes

                                       15
<PAGE>
or incur indebtedness, which could hurt their ability to meet debt obligations.

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

OHIO RISKS

GENERALLY

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

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

  - Agriculture and related industries are also very important.

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

STATE GOVERNMENT

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

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

  - Ohio's general obligation bonds are currently rated Aa1 by Moody's; AA+ by
    Standard & Poor's (except for the State's highway bonds which Standard &
    Poor's rates AAA). Fitch rates Ohio's general obligation bonds and its
    highway bonds AA+. Any of these ratings may be changed.

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

EDUCATION FINANCING

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

PENNSYLVANIA RISKS

GENERALLY

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

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

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

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

STATE AND LOCAL GOVERNMENTS

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

  - In recent years, both the Commonwealth and the City of Philadelphia have
    tried to

                                       16
<PAGE>
    balance their budgets with a mix of tax increases and spending cuts.

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

  - In 1991, the Commonwealth created the Pennsylvania Inter-Governmental
    Cooperation Authority ("PICA") which it authorized to issue debt to cover
    Philadelphia's budget shortfalls, eliminate the City's projected deficits
    and fund its capital spending. PICA issued approximately $1.76 billion of
    Special Revenue Bonds on Philadelphia's behalf. Its power to issue bonds on
    Philadelphia's behalf expired at the end of 1996; as of June 30, 1997,
    approximately $1.1 billion in PICA Special Revenue Bonds were outstanding.

  - Pennsylvania's general obligation bonds are currently rated A1 by Moody's
    and AA- by Standard & Poor's. Philadelphia's general obligation bonds are
    rated Baa by Moody's and BBB by Standard & Poor's. There can be no assurance
    that these ratings will not be lowered.

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 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

                                       17
<PAGE>
other fee or charge. We may resell the units to other buyers or to the Trustee.
You should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices.

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

SELLING UNITS TO THE TRUSTEE

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

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

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

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

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

EXCHANGE OPTION

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

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

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

                                       18
<PAGE>
HOW THE FUND WORKS

PRICING

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

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

EVALUATIONS

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

INCOME

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

EXPENSES

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

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

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

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

                                       19
<PAGE>
Fund assets to secure reimbursement of Fund expenses and may sell bonds if cash
is not available.

PORTFOLIO CHANGES

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

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

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

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

FUND TERMINATION

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

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

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

CERTIFICATES

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

TRUST INDENTURE

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

                                       20
<PAGE>
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.

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

                                       21
<PAGE>
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 Bank of New York, 101 Barclay Street, 17 W, New York, New York 10268, is the
Trustee. It is supervised by the Federal Deposit Insurance Corporation, the
Board of Governors of the Federal Reserve System and New York State banking
authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

YEAR 2000 ISSUES

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

                                       22
<PAGE>
operational difficulties for the Fund. The Year 2000 Problem may adversely
affect the issuers of the bonds contained in a Portfolio, but we cannot predict
whether any impact will be material to the Fund as a whole.

TAXES

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

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

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term otherwise. If
you are an individual and sell your units after holding them for more than one
year, you may be entitled to a 20% maximum federal tax rate on any resulting
gains. Consult your tax adviser in this regard. Because the deductibility of
capital losses is subject to

                                       23
<PAGE>
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 and the organizational expenses you pay, adjusted to
reflect any accruals of "original issue discount," "acquisition premium" and
"bond premium". You should consult your tax adviser in this regard.

EXPENSES

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

STATE AND LOCAL TAXES

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

MARYLAND TAXES

In the opinion of Saul, Ewing, Remick & Saul LLP, Baltimore, Maryland, special
counsel on Maryland tax matters:

Under the income tax laws of the State of Maryland, the Fund will not be taxed
as a corporation and you will be considered to own directly your share of each
bond in the Fund. You will not be subject to Maryland tax on any income earned
by the Fund to the extent such income is attributable to bonds (other than
private activity bonds) issued by the State of Maryland, the Government of
Puerto Rico, or the Government of Guam or their respective political
subdivisions and authorities. 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 except to the extent the gain is derived from the disposition of a bond
issued by the State of Maryland or its political subdivisions. Neither the bonds
in the Fund nor units held by you will be subject to Maryland personal property
tax or Maryland sales and use tax. If you are a Maryland resident at the time of
your death, your units will be subject to Maryland inheritance and estate tax.

OHIO TAXES

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

Under the laws of the State of Ohio, the Ohio Trust will not be subject to the
Ohio corporation franchise tax or the Ohio tax on dealers in intangibles. If you
are an Ohio taxpayer, your interest income from the Ohio

                                       24
<PAGE>
Trust will be exempt from Ohio personal income taxes and Ohio corporation
franchise taxes to the extent it relates to bonds held by the Ohio Trust that
are exempt from taxation under Ohio law. However, any gains and losses which
must be recognized for federal income tax purposes (whether upon the sale of
your units in the Ohio Trust or upon the sale of bonds by the Ohio Trust) also
must be recognized for Ohio personal income and corporation franchise tax
purposes, except to the extent the gains and losses are attributable to the sale
of bonds by the Ohio Trust that are exempt from such taxation under Ohio law.
Your interest income and your gains and losses generally are not subject to
municipal income taxation in Ohio. You should consult your tax adviser
concerning the application of Ohio taxes to you in connection with your
investment in the Ohio Trust.

PENNSYLVANIA TAXES

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

The Pennsylvania Trust will not be taxed as a corporation under the current
income tax laws of Pennsylvania. Your income from the Trust may be subject to
taxation depending on where you live. If you are a Pennsylvania taxpayer your
interest income from the Trust will be tax exempt to the extent that income is
earned on bonds that are tax exempt for Pennsylvania purposes. However, gains on
the sale of bonds by the Trust or on the sale of your Units will be subject to
Pennsylvania income tax. If you are a Philadelphia resident you may be subject
to the Philadelphia school district tax on any gains realized from the sale of
bonds by the Trust or the sale of Units by you to the extent either the bonds or
Units have been held for six months or less. You should consult your tax adviser
as to the consequences to you with respect to any investment you make in the
Trust.

SUPPLEMENTAL INFORMATION

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

                                       25
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (MARYLAND, OHIO AND PENNSYLVANIA TRUSTS)

REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsors, Trustee and Holders
  of Defined Asset Funds - Municipal Investment Trust Fund,
  Multistate Series - 47 (Maryland, Ohio and Pennsylvania Trusts):


We have audited the accompanying statements of condition of Defined Asset Funds
- - Municipal Investment Trust Fund, Multistate Series - 47 (Maryland, Ohio and
Pennsylvania Trusts), including the portfolios, as of September 30, 1999 and the
related statements of operations and of changes in net assets for the years
ended September 30, 1999, 1998 and 1997. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
September 30, 1999, as shown in such portfolios, were confirmed to us by The
Bank of New York, the Trustee. An audit also includes assessing the accounting
principles used and significant estimates made by the Trustee, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Defined Asset Funds - Municipal
Investment Trust Fund, Multistate Series - 47 (Maryland, Ohio and Pennsylvania
Trusts) at September 30, 1999 and the results of their operations and changes in
their net assets for the above-stated years in conformity with generally
accepted accounting principles.


DELOITTE & TOUCHE LLP

New York, N.Y.
November 24, 1999


                                      D - 1
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (MARYLAND TRUST)

STATEMENT OF CONDITION
AS OF SEPTEMBER 30, 1999

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $3,162,537)(Note 1)......................                  $2,963,656
  Accrued interest receivable......................                      49,202
                                                                   -------------

              Total trust property.................                   3,012,858

LESS LIABILITIES:
  Advance from Trustee.............................   $    7,707
  Accrued expenses.................................        2,585         10,292
                                                    -------------  -------------

NET ASSETS, REPRESENTED BY:
  3,193 units of fractional undivided
    interest outstanding (Note 3)..................    2,963,680
  Undistributed net investment income..............       38,886
                                                    -------------
                                                                     $3,002,566
                                                                   =============
UNIT VALUE ($3,002,566/3,193 units)................                     $940.36
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                      D - 2
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (MARYLAND TRUST)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             ......Years Ended September 30,.........
                                                 1999         1998         1997
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................  $  165,599     $165,928     $166,319
  Trustee's fees and expenses...............      (4,844)      (4,878)      (5,402)
  Sponsors' fees............................      (1,460)      (1,189)      (1,179)
                                             -----------------------------------------
  Net investment income.....................     159,295      159,861      159,738
                                             -----------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized loss on securities
    sold or redeemed........................                                (4,864)
  Unrealized appreciation (depreciation)
    of investments..........................    (280,621)     146,151      159,275
                                             -----------------------------------------

  Net realized and unrealized gain (loss)
    on investments..........................    (280,621)     146,151      154,411
                                             -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(121,326)    $306,012     $314,149
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (MARYLAND TRUST)

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                               ......Years Ended September 30,.........
                                                   1999         1998         1997
                                               -----------------------------------------
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  159,295   $  159,861   $  159,738
  Realized loss on securities
    sold or redeemed..........................                                (4,864)
  Unrealized appreciation (depreciation)
    of investments............................    (280,621)     146,151      159,275
                                               -----------------------------------------
  Net increase (decrease) in net assets
    resulting from operations.................    (121,326)     306,012      314,149
                                               -----------------------------------------

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income......................................    (158,787)    (158,405)    (159,690)
  Principal...................................                   (1,788)
                                               -----------------------------------------
  Total distributions.........................    (158,787)    (160,193)    (159,690)
                                               -----------------------------------------
CAPITAL SHARE TRANSACTIONS - Redemptions of
  57 units....................................                               (53,913)
                                               -----------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS.........    (280,113)     145,819      100,546

NET ASSETS AT BEGINNING OF YEAR...............   3,282,679    3,136,860    3,036,314
                                               -----------------------------------------
NET ASSETS AT END OF YEAR.....................  $3,002,566   $3,282,679   $3,136,860
                                               =========================================
PER UNIT:
  Income distributions during year............      $49.73       $49.61       $49.79
                                               =========================================
  Principal distributions during year.........                    $0.56
                                               =========================================
  Net asset value at end of year..............     $940.36    $1,028.09      $982.42
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........       3,193        3,193        3,193
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 4
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (MARYLAND TRUST)


NOTES TO FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

      (c)   Interest income is recorded as earned.

2. DISTRIBUTIONS

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

3. NET CAPITAL

<TABLE>
    <S>                                                      <C>
      Cost of 3,193 units at Date of Deposit..............    $3,315,197
      Less sales charge...................................       149,177
                                                           --------------
      Net amount applicable to Holders....................     3,166,020
      Redemptions of units - net cost of 57 units
        redeemed less redemption amounts..................         3,193
      Realized loss on securities sold or redeemed........        (4,864)
      Principal distributions.............................        (1,788)
      Unrealized depreciation of investments..............      (198,881)
                                                           --------------

      Net capital applicable to Holders...................    $2,963,680
                                                           ==============
</TABLE>

4. INCOME TAXES

      As of September 30, 1999, unrealized depreciation of investments, based on
      cost for Federal income tax purposes, aggregated $198,881, all of which
      related to depreciated securities. The cost of investment securities for
      Federal income tax purposes was $3,162,537 at September 30, 1999.


                                      D - 5
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47

PORTFOLIO OF THE MARYLAND TRUST
AS OF SEPTEMBER 30, 1999

<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 Mayor and Ciy Council of Baltimore,     AAA       $  265,000   5.250%   2016       None               266,132       253,992
   Maryland, Refunding Certificates of                  235,000   5.250    2016       04/01/03           236,003       224,996
   Participation, Ser. 1993 A                                                         @ 102.000
   (MBIA Ins.)(5)

 2 Maryland Hlth. and Higher Educl.        AAA          500,000   5.000    2023       07/01/03           484,905       448,725
   Inc. Auth., Junior Lien Rfdg. Rev.                                                 @ 102.000
   Funds (Francis Scott Key Med.
   Guaranty Ins.)(5)

 3 Maryland State Health & Higher          AAA          440,000   5.250    2023       07/01/03           440,000       410,573
   Educational Facilities Authority,                                                  @ 100.000
   Project & Revenue Refunding Bonds
   (Sinai Hospital of Baltimore)
   (AMBAC Ins.)(5)

 4 Maryland Health and Higher              AAA          500,000   5.000    2023       07/01/03           481,245       437,655
   Educational Facilities Authority,                                                  @ 100.000
   Revenue Bonds, Montgomery General
   Hospital Issue, Ser. 1993
   (Connie Lee Ins.)(5)

 5 Industrial Development Authority of     AAA          500,000   5.250    2019       06/30/03           500,000       471,230
   Prince George's County, Maryland,                                                  @ 102.000
   Refunding Lease Revenue Bonds
   (Upper Marlboro Justice Center
   Project), Ser. 1993 (MBIA Ins.)(5)

 6 Prince George's County, Maryland,       A            500,000   5.250    2013       06/15/03           502,125       476,010
   Solid Waste Management System                                                      @ 102.000
   Revenue Bonds, Ser. 1993
</TABLE>


                                      D - 6
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47

PORTFOLIO OF THE MARYLAND TRUST
AS OF SEPTEMBER 30, 1999

<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>
 7 Puerto Rico Pub. Bldg. Auth., Pub.      A         $  250,000   5.500%   2021       07/01/03        $  252,127      $  240,475
   Educ. and Hlth. Fac. Rfdg. Bonds,                                                  @ 101.500
   Ser. M

                                                   --------------                                     ------------- -------------
TOTAL                                                $3,190,000                                       $3,162,537      $2,963,656
                                                   ==============                                     ============= =============
</TABLE>

                     See Notes to Portfolios on Page D - 18.


                                      D - 7
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (OHIO TRUST)

STATEMENT OF CONDITION
AS OF SEPTEMBER 30, 1999

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $3,859,596)(Note 1)......................                  $3,641,494
  Accrued interest receivable......................                      57,839
                                                                   -------------

              Total trust property.................                   3,699,333

LESS LIABILITIES:
  Advance from Trustee.............................   $      437
  Accrued expenses.................................        2,840          3,277
                                                    -------------  -------------

NET ASSETS, REPRESENTED BY:
  3,876 units of fractional undivided
    interest outstanding (Note 3)..................    3,647,624
  Undistributed net investment income..............       48,432
                                                    -------------
                                                                     $3,696,056
                                                                   =============
UNIT VALUE ($3,696,056/3,876 units)................                     $953.57
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                      D - 8
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (OHIO TRUST)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             ......Years Ended September 30,.........
                                                 1999         1998         1997
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................  $  207,108     $208,862     $208,863
  Trustee's fees and expenses...............      (5,401)      (5,361)      (5,944)
  Sponsors' fees............................      (1,811)      (1,490)      (1,470)
                                             -----------------------------------------
  Net investment income.....................     199,896      202,011      201,449
                                             -----------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized loss on securities
    sold or redeemed........................      (2,081)
  Unrealized appreciation (depreciation)
    of investments..........................    (308,114)     172,052      166,293
                                             -----------------------------------------

  Net realized and unrealized gain (loss)
    on investments..........................    (310,195)     172,052      166,293
                                             -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(110,299)    $374,063     $367,742
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 9
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (OHIO TRUST)

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                               ......Years Ended September 30,.........
                                                   1999         1998         1997
                                               -----------------------------------------
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  199,896   $  202,011   $  201,449
  Realized loss on securities
    sold or redeemed..........................      (2,081)
  Unrealized appreciation (depreciation)
    of investments............................    (308,114)     172,052      166,293
                                               -----------------------------------------
  Net increase (decrease) in net assets
    resulting from operations.................    (110,299)     374,063      367,742
                                               -----------------------------------------
INCOME DISTRIBUTIONS TO HOLDERS (Note 2)......    (200,552)    (201,639)    (201,479)
                                               -----------------------------------------
CAPITAL SHARE TRANSACTIONS - Redemptions of
  124 units...................................    (123,722)
                                               -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS.........    (434,573)     172,424      166,263

NET ASSETS AT BEGINNING OF YEAR...............   4,130,629    3,958,205    3,791,942
                                               -----------------------------------------
NET ASSETS AT END OF YEAR.....................  $3,696,056   $4,130,629   $3,958,205
                                               =========================================
PER UNIT:
  Income distributions during year............      $50.48       $50.41       $50.37
                                               =========================================
  Net asset value at end of year..............     $953.57    $1,032.66      $989.55
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........       3,876        4,000        4,000
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 10
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (OHIO TRUST)


NOTES TO FINANCIAL STATEMENTS


1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

      (c)   Interest income is recorded as earned.

2. DISTRIBUTIONS

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

3. NET CAPITAL

<TABLE>
     <S>                                                      <C>
      Cost of 3,876 units at Date of Deposit..............    $4,048,757
      Less sales charge...................................       182,211
                                                           --------------
      Net amount applicable to Holders....................     3,866,546
      Redemptions of units - net cost of 124 units
        redeemed less redemption amounts..................         1,261
      Realized loss on securities sold or redeemed........        (2,081)
      Unrealized depreciation of investments..............      (218,102)
                                                           --------------

      Net capital applicable to Holders...................    $3,647,624
                                                           ==============
</TABLE>

4. INCOME TAXES

      As of September 30, 1999, unrealized depreciation of investments, based on
      cost for Federal income tax purposes, aggregated $218,102, all of which
      related to depreciated securities. The cost of investment securities for
      Federal income tax purposes was $3,859,596 at September 30, 1999.


                                     D - 11
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47

PORTFOLIO OF THE OHIO TRUST (INSURED)
AS OF SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of              of            Face                        Redemption
            Securities(4)                Issues(1)       Amount  Coupon Maturities(3) Provisions(3)          Cost      Value(2)
            ----------                   ---------       ------  ------ ------------- -------------          ----      --------
<S>                                        <C>       <C>          <C>      <C>        <C>               <C>           <C>
 1 Akron, Bath and Copley Joint            AAA       $  500,000   5.250%   2020       11/15/03         $  500,000    $  463,280
   Township Hospital District, Ohio                                                   @ 102.000
   Hospital Refunding Revenue Bonds
   (Childrens Medical Center of Ackron)
   (AMBAC Ins.)

 2 Cnty. of Clermont, OH,                  AAA          600,000   5.200    2014       12/01/03            600,000       581,478
   Rfdg. Rev. Bonds, Ser. 1993,                                                       @ 102.000
   Clermont Cnty. Swr. Sys. Distr.
   (AMBAC Ins.)

 3 Hamilton County, Ohio, Sewer System     AAA          550,000   5.250    2016       12/01/03            552,750       528,896
   Improvement and Refunding Revenue                                                  @ 100.000
   Bonds (The Metropolitan Sewer
   District of Greater Cincinnati),
   Ser. 1993 A (Financial Guaranty
   Ins.)

 4 County of Lucas, OH, Hosp. Imp. and     AAA          600,000   5.000    2022       11/15/03            582,066       530,910
   Rfdg. Rev. Bonds, The Toledo Hosp.,                                                @ 102.000
   Ser. 1993 (MBIA Ins.)

 5 Cnty. of Lucas, OH, Hospital            AAA          570,000   5.250    2022       08/15/03            566,603       524,440
   Refunding Revenue Bonds Ser. 1993 C                                                @ 102.000
   (St. Vincent Medical Center)
   (MBIA Ins.)

 6 Ohio Municipal Electric Generation      AAA          530,000   5.375    2024       02/15/03            535,577       504,746
   Agency Joint Venture 5, (Belleville                                                @ 102.000
   Hydroelectric Project)(AMBAC Ins.)

 7 Ohio Wtr. Dev. Auth., Wtr. Poll         AAA          520,000   5.250    2014       06/01/03            522,600       507,744
   Ctl. Loan Fund Rev. Bonds, State                                                   @ 100.000
   Match Ser. 1993 (MBIA Ins.)
                                                   ______________                                     ______________ ____________
TOTAL                                                $3,870,000                                        $3,859,596    $3,641,494
                                                   ==============                                     ============== ============
</TABLE>

                     See Notes to Portfolios on Page D - 18.


                                     D - 12
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (PENNSYLVANIA TRUST)

STATEMENT OF CONDITION
AS OF SEPTEMBER 30, 1999

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $3,512,645)(Note 1)......................                  $3,302,206
  Accrued interest receivable......................                      44,806
  Cash.............................................                       3,877
                                                                   -------------

              Total trust property.................                   3,350,889

LESS LIABILITY - Accrued expenses..................                       2,753
                                                                   -------------

NET ASSETS, REPRESENTED BY:
  3,570 units of fractional undivided
    interest outstanding (Note 3)..................   $3,304,111
  Undistributed net investment income..............       44,025
                                                    -------------
                                                                     $3,348,136
                                                                   =============
UNIT VALUE ($3,348,136/3,570 units)................                     $937.85
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 13
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (PENNSYLVANIA TRUST)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                             ......Years Ended September 30,.........
                                                 1999         1998         1997
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................  $  188,147     $202,946     $210,449
  Trustee's fees and expenses...............      (5,168)      (5,367)      (6,068)
  Sponsors' fees............................      (1,677)      (1,517)      (1,421)
                                             -----------------------------------------
  Net investment income.....................     181,302      196,062      202,960
                                             -----------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain (loss) on securities
    sold or redeemed........................         203       (4,953)
  Unrealized appreciation (depreciation)
    of investments..........................    (324,931)     182,396      156,674
                                             -----------------------------------------

  Net realized and unrealized gain (loss)
    on investments..........................    (324,728)     177,443      156,674
                                             -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(143,426)    $373,505     $359,634
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 14
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (PENNSYLVANIA TRUST)

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                               ......Years Ended September 30,.........
                                                   1999         1998         1997
                                               -----------------------------------------
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  181,302   $  196,062   $  202,960
  Realized gain (loss) on securities
    sold or redeemed..........................         203       (4,953)
  Unrealized appreciation (depreciation)
    of investments............................    (324,931)     182,396      156,674
                                               -----------------------------------------
  Net increase (decrease) in net assets
    resulting from operations.................    (143,426)     373,505      359,634
                                               -----------------------------------------

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income......................................    (181,869)    (195,924)    (202,919)
  Principal...................................     (15,953)
                                               -----------------------------------------
  Total distributions.........................    (197,822)    (195,924)    (202,919)
                                               -----------------------------------------
CAPITAL SHARE TRANSACTIONS - Redemptions of
  133 and 297 units, respectively.............    (135,637)    (298,926)
                                               -----------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS.........    (476,885)    (121,345)     156,715

NET ASSETS AT BEGINNING OF YEAR...............   3,825,021    3,946,366    3,789,651
                                               -----------------------------------------
NET ASSETS AT END OF YEAR.....................  $3,348,136   $3,825,021   $3,946,366
                                               =========================================
PER UNIT:
  Income distributions during year............      $50.42       $50.63       $50.73
                                               =========================================
  Principal distributions during year.........       $4.39
                                               =========================================
  Net asset value at end of year..............     $937.85    $1,032.95      $986.59
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........       3,570        3,703        4,000
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 15
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (PENNSYLVANIA TRUST)


NOTES TO FINANCIAL STATEMENTS


  1.  SIGNIFICANT ACCOUNTING POLICIES

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

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

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

      (c) Interest income is recorded as earned.

  2.  DISTRIBUTIONS

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

  3.  NET CAPITAL

<TABLE>
<S>                                                      <C>
      Cost of 3,570 units at Date of Deposit..............    $3,705,362
      Less sales charge...................................       166,719
                                                           --------------
      Net amount applicable to Holders....................     3,538,643
      Redemptions of units - net cost of 430 units
        redeemed less redemption amounts..................        (3,390)
      Realized loss on securities sold or redeemed........        (4,750)
      Principal distributions.............................       (15,953)
      Unrealized depreciation of investments..............      (210,439)
                                                           --------------

      Net capital applicable to Holders...................    $3,304,111
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of September 30, 1999, unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $210,439, all of
      which related to depreciated securities. The cost of investment
      securities for Federal income tax purposes was $3,512,645 at
      September 30, 1999.


                                     D - 16
<PAGE>

DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47

PORTFOLIO OF THE PENNSYLVANIA TRUST (INSURED)
AS OF SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                          Rating                                      Optional
    Portfolio No. and Title of              of            Face                        Redemption
            Securities(4)                Issues(1)       Amount  Coupon Maturities(3) Provisions(3)          Cost      Value(2)
            ----------                   ---------       ------  ------ ------------- -------------          ----      --------
<S>                                        <C>       <C>          <C>      <C>        <C>               <C>           <C>
 1 Beaver Cnty. Indl. Dev. Auth., Poll.    AAA       $  515,000   5.450%   2028       09/15/03         $  516,288    $  483,678
   Control Rev. Rfdg. Bonds, 1993                                                     @ 102.000
   Ser. A (Pennsylvania Power Company
   Mansfield Project)(FSA Ins.)

 2 Delaware County Authority, PA,          AAA          410,000   5.500    2023       08/01/03            418,905       393,674
   Commonwealth of Pennsylvania University                                            @ 102.000
   University Revenue Bonds
   (Villanova University), Ser. 1993
   (MBIA Ins.)

 3 Derry Area School District,             AAA          430,000   5.500    2021       02/01/03            437,805       414,799
   Westmoreland County, Pennsylvania                                                  @ 100.000
   General Obligation Bonds, Refunding
   Ser. 1993 (MBIA Ins.)

 4 City of Erie Erie County,               AAA          600,000   5.125    2017       11/01/03            585,786       567,234
   Pennsylvania General Obligation                                                    @ 100.000
   Bonds, Ser. 1993 B (Financial
   Guaranty Ins.)

 5 Pennsylvania Intergovernmental          AAA          600,000   5.000    2022       06/15/03            576,120       528,090
   Cooperation Authority, Special Tax                                                 @ 100.000
   Revenue Bonds (City of
   Philadelphia Funding Program) Ser.
   1993 (MBIA Ins.)

 6 Ctfs. of Ptcptn. of the Cmmnwlth.       AAA          395,000   5.000    2015       07/01/03            382,253       359,197
   of Pennsylvania, Ser. 1993 A (AMBAC                                                @ 102.000
   Ins.)

 7 City of Philadelphia, PA, Wtr. and      AAA          600,000   5.250    2023       06/15/03            595,488       555,534
   Wastewater Rev. Bonds, Ser. 1993                                                   @ 102.000
   (MBIA Ins.)
                                                   ______________                                   ______________ _____________
TOTAL                                                $3,550,000                                        $3,512,645    $3,302,206
                                                   ==============                                   ============== =============
</TABLE>

                     See Notes to Portfolios on Page D - 18.


                                     D - 17
<PAGE>


DEFINED ASSET FUNDS - MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 47 (MARYLAND, OHIO AND PENNSYLVANIA TRUSTS)


NOTES TO PORTFOLIOS
AS OF SEPTEMBER 30, 1999

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

   (2) See Notes to Financial Statements.

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

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

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


                                     D - 18
<PAGE>
              Defined
            Asset Funds-SM-
<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--47
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 Bank of New York                     investment company filed with the
1-800-221-7771                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         33-50067) 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.
                                                                    14620--12/99
</TABLE>

Dean Witter Reynolds Inc.              Prospectus dated December 17, 1999.


<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

    This Post-Effective Amendment to the Registration Statement on Form S-6
comprises the following papers and documents:

    The facing sheet of Form S-6.

    The cross-reference sheet (incorporated by reference to the Cross-Reference
Sheet to the Registration Statement of Defined Asset Funds Municipal Insured
Series, 1933 Act File No. 33-54565).

    The Prospectus.

    The Signatures.

The following exhibits:

    1.1.1-- Form of Standard Terms and Conditions of Trust Effective as of
           October 21, 1993 (incorporated by reference to Exhibit 1.1.1 to the
           Registration Statement of Municipal Investment Trust Fund, Multistate
           Series--48, 1933 Act File No. 33-50247).

    4.1 --Consent of the Evaluator.

    5.1 --Consent of independent accountants.

    9.1 -- Information Supplement (incorporated by reference to Post-Effective
          Amendment No. 1 to Exhibit 9.1 to the Registration Statement of
          Municipal Investment Trust Fund, Multistate Series--409, 1933 Act File
          No. 333-81777).

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--47
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--47, DEFINED ASSET FUNDS,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 8TH DAY OF
DECEMBER, 1999.

             SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.

    A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

    A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

    A majority of the members of the Board of Directors of Prudential Securities
Incorporated has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.

    A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

    A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

                                      R-2
<PAGE>
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under
  the Board of Directors of Merrill         Form SE and the following 1933 Act
  Lynch, Pierce,                            File
  Fenner & Smith Incorporated:              Number: 333-70593
</TABLE>

     GEORGE A. SCHIEREN
     JOHN L. STEFFENS

     By J. DAVID MEGLEN
       (As authorized signatory for Merrill Lynch, Pierce,
       Fenner & Smith Incorporated and
       Attorney-in-fact for the persons listed above)

                                      R-3
<PAGE>
                           SALOMON SMITH BARNEY INC.
                                   DEPOSITOR

<TABLE>
<S>                                                           <C>
By the following persons, who constitute a majority of        Powers of Attorney
  the Board of Directors of Salomon Smith Barney Inc.:          have been filed
                                                                under the 1933 Act
                                                                File Numbers:
                                                                333-63417 and
                                                                333-63033
</TABLE>

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

     By GINA LEMON
       (As authorized signatory for
       Salomon Smith Barney Inc. and
       Attorney-in-fact for the persons listed above)

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                                                     <C>
By the following persons, who constitute a majority of                  Powers of Attorney
  the Board of Directors of Prudential Securities                         have been filed
  Incorporated:                                                           under Form SE and
                                                                          the following 1933
                                                                          Act File Numbers:
                                                                          33-41631 and
                                                                          333-15919
</TABLE>

     ROBERT C. GOLDEN
     ALAN D. HOGAN
     A. LAURENCE NORTON, JR.
     LELAND B. PATON
     VINCENT T. PICA II
     MARTIN PFINSGRAFF
     HARDWICK SIMMONS
     LEE B. SPENCER, JR.
     BRIAN M. STORMS

     By RICHARD R. HOFFMANN
       (As authorized signatory for Prudential Securities
       Incorporated and Attorney-in-fact for the persons
       listed above)

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  the Board of Directors of PaineWebber     under
  Incorporated:                             the following 1933 Act File
                                            Number: 33-55073
</TABLE>

     MARGO N. ALEXANDER
     TERRY L. ATKINSON
     BRIAN M. BAREFOOT
     STEVEN P. BAUM
     MICHAEL CULP
     REGINA A. DOLAN
     JOSEPH J. GRANO, JR.
     EDWARD M. KERSCHNER
     JAMES P. MacGILVRAY
     DONALD B. MARRON
     ROBERT H. SILVER
     MARK B. SUTTON
     By ROBERT E. HOLLEY
       (As authorized signatory for
       PaineWebber Incorporated
       and Attorney-in-fact for the persons listed above)

                                      R-6
<PAGE>
                           DEAN WITTER REYNOLDS INC.
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085,
  Reynolds Inc.:                            333-13039 and 333-47553
</TABLE>

     RICHARD M. DeMARTINI
     RAYMOND J. DROP
     JAMES F. HIGGINS
     MITCHELL M. MERIN
     STEPHEN R. MILLER
     PHILIP J. PURCELL
     THOMAS C. SCHNEIDER
     By MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)

                                      R-7



                                                                     EXHIBIT 4.1

                               STANDARD & POOR'S
                    A DIVISION OF THE McGRAW-HILL COMPANIES
                                  J. J. KENNY
                                  65 BROADWAY
                           NEW YORK, N.Y. 10006-2551
                            TELEPHONE (212) 770-4422
                                FAX 212/797-8681

                                                      December 8, 1999

Frank A. Ciccotto, Jr.
Vice President
Tax-Exempt Evaluations

<TABLE>
<S>                                       <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051

The Bank of New York
101 Barclay Street
New York, New York 10286
</TABLE>

RE: DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES--47

Gentlemen:

  We have examined the post-effective Amendment to the Registration Statement
File No. 33-50067 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

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

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

                                                      Sincerely,
                                                      FRANK A. CICCOTTO
                                                      Vice President



                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--47 (Maryland, Ohio and
Pennsylvania Trusts), Defined Asset Funds

We consent to the use in this Post-Effective Amendment No. 6 to Registration
Statement No. 33-50067 of our opinion dated November 24, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "Miscellaneous--Auditors" in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
December 8, 1999



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