MUNICIPAL INVT TR FD MULTISTATE SERIES 48 DEFINED ASSET FDS
497, 1998-12-15
Previous: CITIZENS CORP /DE/, SC 13E3/A, 1998-12-15
Next: SANTA BARBARA GROUP OF MUTUAL FUNDS INC, NSAR-A, 1998-12-15




<PAGE>
                                     DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------
 

                              MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES--48
                              (A UNIT INVESTMENT TRUST)
                              O   CALIFORNIA, CONNECTICUT, MASSACHUSETTS AND
                                  VIRGINIA PORTFOLIOS
                              O   PORTFOLIOS OF LONG TERM MUNICIPAL BONDS
                              O   DESIGNED FOR FEDERALLY TAX-FREE INCOME
                              O   EXEMPT FROM SOME STATE TAXES
                              O   MONTHLY DISTRIBUTIONS

 

SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith         -------------------------------------------------
    Incorporated               The Securities and Exchange Commission has not
Salomon Smith Barney Inc.      approved or disapproved these Securities or
Prudential Securities          passed upon the adequacy of this prospectus. Any
Incorporated                   representation to the contrary is a criminal
PaineWebber Incorporated       offense.
Dean Witter Reynolds Inc.      Prospectus dated December 11, 1998.

 
<PAGE>
- --------------------------------------------------------------------------------
 
Def ined Asset FundsSM
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over the last 25 years. Defined Asset
Funds has been a leader in unit investment trust research and product
innovation. Our family of Funds helps investors work toward their financial
goals with a full range of quality investments, including municipal, corporate
and government bond portfolios, as well as domestic and international equity
portfolios.
 
Defined Asset Funds offer a number of advantages:
   o A disciplined strategy of buying and holding with a long-term view is the
     cornerstone of Defined Asset Funds.
   o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
     funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks and bonds in advance, so you know
  what you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
      appropriate for a particular fund's objectives.
o Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.
 
THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF SEPTEMBER 30, 1998, THE
EVALUATION DATE.
 

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

 
                                       2
<PAGE>
- --------------------------------------------------------------------------------
 
CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY
 

       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of
           insured, long term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.
 
       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $5,000,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  The bonds are rated AAA or Aaa by Standard & Poor's,
           Moody's or Fitch.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).
 
           The Portfolio consists of municipal bonds of the following
           types:

 

                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE

 

/ / Hospitals/Health Care                              15%
/ / Housing                                            13%
/ / Lease Rental Appropriation                         15%
/ / Municipal Water/Sewer Utilities                    30%
/ / Special Tax                                        12%
/ / Municipal Electric Utilities                       15%

 

       4.  WHAT ARE THE SIGNIFICANT RISKS?
           YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
           HAPPEN FOR VARIOUS REASONS, INCLUDING:
        o  Rising interest rates, an issuer's worsening financial
           condition or a drop in bond ratings can reduce the price of
           your units.
        o  Because the Fund is concentrated in municipal water/sewer
           utility bonds, adverse developments in these sectors may
           affect the value of your units.
        o  Assuming no changes in interest rates, when you sell your
           units, they will generally be worth less than your cost
           because your cost included a sales fee.
        o  The Fund will receive early returns of principal if bonds
           are called or sold before they mature. If this happens your
           income will decline and you may not be able to reinvest the
           money you receive at as high a yield or as long a maturity.
 
           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF CALIFORNIA,
           SO IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS
           SUBJECT TO RISKS PARTICULAR TO CALIFORNIA, WHICH ARE
           BRIEFLY DESCRIBED UNDER STATE CONCENTRATION RISKS LATER IN
           THIS PROSPECTUS.

 
                                       3
<PAGE>
 

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

 
           DEFINING YOUR INCOME
 

           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.18
           Annual Income per unit:                           $   50.17
           These figures are estimates determined on the evaluation
           day; actual payments may vary.

 

       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.

 

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

 

           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:

 

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

 
           ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
                                                     $    0.19
           Evaluator's Fee
                                                     $    0.26
           Other Operating Expenses
                                                    -----------
                                                     $    1.52
           TOTAL

 

       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           California Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to this
           Fund. These prior Series differed in that they charged a
           higher sales fee. These prior California Series were offered
           between March 30, 1988 and September 27, 1996 and were
           outstanding on September 30, 1998. 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 9/30/98.

 

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

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

High         6.54%      5.07%      7.45%     11.50%      6.15%      8.05%
Average      4.38       4.38       7.32       7.66       5.39       7.91
Low          2.62       3.84       7.19       4.39       4.75       7.68

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

Average
Sales fee    3.18%      5.01%      5.70%

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

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

 
                                       4
<PAGE>
 

       9.  HOW DO I BUY UNITS?
           The minimum investment is $250.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                     $1,041.36
           (as of September 30, 1998)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.

 

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

 
                                       5
<PAGE>
- --------------------------------------------------------------------------------
 
CONNECTICUT PORTFOLIO--RISK/RETURN SUMMARY
 

       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of long
           term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.
 
       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 8 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,460,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  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.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  42% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).
 
           The Portfolio consists of municipal bonds of the following
           types:

 

                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE

 

/ / Airports/Ports/Highways                            10%
/ / General Obligation                                 33%
/ / Hospitals/Health Care                              14%
/ / Municipal Water/Sewer Utilities                    13%
/ / Special Tax                                        14%
/ / Municipal Electric Utilities                       15%

 

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

 
                                       6
<PAGE>
 

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF
           CONNECTICUT, SO IT IS LESS DIVERSIFIED THAN A NATIONAL FUND
           AND IS SUBJECT TO RISKS PARTICULAR TO CONNECTICUT, WHICH
           ARE BRIEFLY DESCRIBED UNDER STATE CONCENTRATION RISKS LATER
           IN THIS PROSPECTUS.
       5.  IS THIS FUND APPROPRIATE FOR YOU?
           Yes, if you want federally tax-free income. You will
           benefit from a professionally selected and supervised
           portfolio whose risk is reduced by investing in insured
           bonds of several different issuers.
           The Fund is not appropriate for you if you want a
           speculative investment that changes to take advantage of
           market movements, if you do not want a tax-advantaged
           investment or if you cannot tolerate any risk.

 
           DEFINING YOUR INCOME
 

           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.07
           Annual Income per unit:                           $   48.88
           These figures are estimates determined on the evaluation
           day; actual payments may vary.

 

       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.

 

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

 

           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:

 

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

 
           ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
                                                     $    0.28
           Evaluator's Fee
                                                     $    0.34
           Other Operating Expenses
                                                    -----------
                                                     $    1.69
           TOTAL

 

       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Connecticut 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 Connecticut Series were
           offered between January 27, 1988 and May 15, 1997 and were
           outstanding on September 30, 1998. 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 9/30/98.

 

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

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

High         6.54%      4.92%      7.08%     10.43%      6.10%      7.68%
Average      4.53       4.37       7.01       6.60       5.37       7.60
Low          3.24       3.98       6.93       4.64       4.90       7.53

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

Average
Sales fee    2.02%      4.96%      5.64%

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

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

 
                                       7
<PAGE>
 

       9.  HOW DO I BUY UNITS?
           The minimum investment is $250.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                     $1,052.30
           (as of September 30, 1998)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.

 

      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some Connecticut state and local personal income
           taxes if you live in Connecticut.
           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.

 
                                       8
<PAGE>
- --------------------------------------------------------------------------------
 
MASSACHUSETTS PORTFOLIO--RISK/RETURN SUMMARY
 

       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of long
           term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.
 
       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 9 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,120,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  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.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  48% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).
 
           The Portfolio consists of municipal bonds of the following
           types:

 

                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE

 

/ / Airports/Ports/Highways                            10%
/ / General Obligation                                 16%
/ / Hospitals/Health Care                              48%
/ / Housing                                            14%
/ / Refunded Bonds                                     12%

 

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

 
                                       9
<PAGE>
 

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF
           MASSACHUSETTS, SO IT IS LESS DIVERSIFIED THAN A NATIONAL
           FUND AND IS SUBJECT TO RISKS PARTICULAR TO MASSACHUSETTS,
           WHICH ARE BRIEFLY DESCRIBED UNDER STATE CONCENTRATION RISKS
           LATER IN THIS PROSPECTUS.
       5.  IS THIS FUND APPROPRIATE FOR YOU?
           Yes, if you want federally tax-free income. You will
           benefit from a professionally selected and supervised
           portfolio whose risk is reduced by investing in bonds of
           several different issuers.
           The Fund is not appropriate for you if you want a
           speculative investment that changes to take advantage of
           market movements, if you do not want a tax-advantaged
           investment or if you cannot tolerate any risk.

 
           DEFINING YOUR INCOME
 

           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.22
           Annual Income per unit:                           $   50.72
           These figures are estimates determined on the evaluation
           day; actual payments may vary.

 

       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.

 

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

 

           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:

 

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

 
           ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
                                                     $    0.31
           Evaluator's Fee
                                                     $    0.36
           Other Operating Expenses
                                                    -----------
                                                     $    1.74
           TOTAL

 

       7.  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.
       8.  HOW DO I BUY UNITS?
           The minimum investment is $250.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                      $1,047.11
           (as of September 30, 1998)
           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.
       9.  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.

 
                                       10
<PAGE>
 

      10.  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 Massachusetts state and local personal
           income taxes if you live in Massachusetts.
           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.
 
      11.  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.

 
                                       11
<PAGE>
- --------------------------------------------------------------------------------
 
VIRGINIA PORTFOLIO--RISK/RETURN SUMMARY
 

       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of long
           term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.
 
       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,245,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  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.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  16% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).
 
           The Portfolio consists of municipal bonds of the following
           types:

 

                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE

 

/ / Airports/Ports/Highways                            15%
/ / Hospitals/Health Care                              46%
/ / Housing                                            9%
/ / Lease Rental Appropriation                         15%
/ / Special Tax                                        14%

 

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

 
                                       12
<PAGE>
 

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF VIRGINIA,
           SO IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS
           SUBJECT TO RISKS PARTICULAR TO VIRGINIA, WHICH ARE BRIEFLY
           DESCRIBED UNDER STATE CONCENTRATION RISKS LATER IN THIS
           PROSPECTUS.
       5.  IS THIS FUND APPROPRIATE FOR YOU?
           Yes, if you want federally tax-free income. You will
           benefit from a professionally selected and supervised
           portfolio whose risk is reduced by investing in bonds of
           several different issuers.
           The Fund is not appropriate for you if you want a
           speculative investment that changes to take advantage of
           market movements, if you do not want a tax-advantaged
           investment or if you cannot tolerate any risk.

 
           DEFINING YOUR INCOME
 

           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.20
           Annual Income per unit:                           $   50.44
           These figures are estimates determined on the evaluation
           day; actual payments may vary.

 

       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.

 

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

 

           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:

 

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

 
           ESTIMATED ANNUAL FUND OPERATING EXPENSES
 

                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
                                                     $    0.30
           Evaluator's Fee
                                                     $    0.35
           Other Operating Expenses
                                                    -----------
                                                     $    1.72
           TOTAL

 

       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Virginia Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to this
           Fund. These prior Series differed in that they charged a
           higher sales fee. These prior Virginia Series were offered
           between March 9, 1988 and June 13, 1997 and were outstanding
           on September 30, 1998. 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 9/30/98.

 

                  WITH SALES FEE             NO SALES FEE
               1 YEAR       5 YEARS      1 YEAR       5 YEARS
- ---------------------------------------------------------------
High            5.97%        5.09%       10.17%        6.26%
Average         4.17         4.44         6.82         5.43
Low             2.82         3.83         4.75         4.72
- ---------------------------------------------------------------

 

Average
Sales fee         2.58%         4.92%

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

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

 
                                       13
<PAGE>
 

       9.  HOW DO I BUY UNITS?
           The minimum investment is $250.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                     $1,050.57
           (as of September 30, 1998)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.

 

      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some Virginia state and local personal income
           taxes if you live in Virginia.
           You will also receive principal payments if bonds are sold
           or called or mature, when the cash available is more than
           $5.00 per unit. You will be subject to tax on any gain
           realized by the Fund on the disposition of bonds.
      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective. Income from this program will
           generally be subject to state and local income taxes. For
           more complete information about the program, including
           charges and fees, ask the Trustee for the program's
           prospectus. Read it carefully before you invest. The Trustee
           must receive your written election to reinvest at least 10
           days before the record day of an income payment.
           EXCHANGE PRIVILEGES
           You may exchange units of this Fund for units of certain
           other Defined Asset Funds. You may also exchange into this
           Fund from certain other funds. We charge a reduced sales fee
           on exchanges.

 
                                       14
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
 
                            FOR CALIFORNIA RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1998*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
- --------------------------------------------------------------------------------
 
<S>       <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C> 
$      0- 25,350  $     $0- 42,350  20.10     3.75   4.38     5.01   5.63     6.26   6.88     7.51   8.14
$ 25,351- 61,400  $ 42,351-102,300  34.70     4.59   5.36     6.13   6.89     7.66   8.42     9.19   9.95
$ 61,401-128,100  $102,301-155,950  37.42     4.79   5.59     6.39   7.19     7.99   8.79     9.59  10.39
$128,101-278,450  $155,951-278,450  41.95     5.17   6.03     6.89   7.75     8.61   9.47    10.34  11.20
OVER $278,450        OVER $278,450  45.22     5.48   6.39     7.30   8.21     9.13  10.04    10.95  11.87
</TABLE>

 
                           FOR CONNECTICUT RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1998*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
- --------------------------------------------------------------------------------
 
<S>       <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C> 
$      0- 25,350  $      0- 42,350  18.83     3.70   4.31     4.93   5.54     6.18   6.78     7.39   8.01
$ 25,350- 81,400  $ 42,350-102,300  31.24     4.36   5.09     5.82   6.54     7.27   8.00     8.73   9.45
$ 81,400-128,100  $102,300-155,950  34.11     4.55   5.31     6.07   6.83     7.59   8.35     9.11   9.86
$128,100-278,450  $155,950-278,450  38.88     4.91   5.73     6.54   7.38     8.18   9.00     9.82  10.63
OVER $278,450        OVER $278,450  42.32     5.20   6.07     6.93   7.80     8.87   9.54    10.40  11.27
</TABLE>

 
                          FOR MASSACHUSETTS RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1998*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
- --------------------------------------------------------------------------------
 
<S>       <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C> 
$      0- 25,350  $      0- 42,350  25.20     4.01   4.68     5.36   6.02     6.88   7.35     8.02   8.69
$ 25,350- 81,400  $ 42,350-102,300  36.64     4.73   5.52     6.31   7.10     7.89   8.88     9.47  10.26
$ 81,400-128,100  $102,300-155,950  39.28     4.94   5.76     6.59   7.41     8.23   9.08     9.88  10.70
$128,100-278,450  $155,950-278,450  43.68     5.33   6.21     7.10   7.99     8.88   9.77    10.85  11.64
OVER $278,450        OVER $278,450  46.85     5.64   6.58     7.53   8.47     9.41  10.35    11.29  12.23
</TABLE>

 
                             FOR VIRGINIA RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1998*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF

 
- --------------------------------------------------------------------------------
 
<S>       <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C> 
$      0- 25,350  $      0- 42,350  19.89     3.74   4.37     4.88   5.62     6.24   6.87     7.49   8.11
$ 25,350- 61,400  $ 42,350-102,300  32.14     4.42   5.16     5.89   6.63     7.37   8.10     8.84   9.58
$ 61,400-128,100  $102,300-155,950  34.97     4.81   5.38     6.15   6.92     7.69   8.46     9.23  10.00
$128,100-278,450  $155,950-278,450  39.68     4.97   5.80     6.83   7.48     8.29   9.12     9.95  10.78
OVER $278,450        OVER $278,450  43.07     5.27   6.15     7.03   7.90     8.78   9.86    10.54  11.42
</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 1998
federal and applicable State income tax rates and assumes that all income would
otherwise be taxed at the investor's highest tax rate. Yield figures are for
example only.
 
*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, you should consult your own tax advisers in this
regard.
 
                                       15
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT
 
MONTHLY INCOME
 
The Fund will pay you regular monthly income. Your monthly income may vary
because of:
   o elimination of one or more bonds from the Fund's portfolio because of
     calls, redemptions or sales;
   o a change in the Fund's expenses; or
   o the failure by a bond's issuer to pay interest.
 
Changes in interest rates generally will not affect your income because the
portfolio is fixed.
 
Along with your income, you will receive your share of any available bond
principal.
 
RETURN FIGURES
 
We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.
 
Estimated Current Return equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):
 

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

 
Estimated Long Term Return is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.
 
Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.
 
These return quotations are designed to be comparative rather than predictive.
 
RECORDS AND REPORTS
 
You will receive:
o a monthly statement of income payments and any principal payments;
o a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
o an annual report on Fund activity; and
o annual tax information. This will also be sent to the IRS. You must report the
  amount of tax-exempt interest received during the year.
 
You may request:
o copies of bond evaluations to enable you to comply with federal and state tax
  reporting requirements; and
o audited financial statements of the Fund.
 
You may inspect records of Fund transactions at the Trustee's office during
regular business hours.
 
                                       16
<PAGE>
THE RISKS YOU FACE
 
INTEREST RATE RISK
 
Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.
 
CALL RISK
 
Many bonds can be prepaid or 'called' by the issuer before their stated
maturity.
 
For example, some bonds may be required to be called pursuant to mandatory
sinking fund provisions.
 
Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.
 
An issuer might call its bonds in extraordinary cases, including if:
   o it no longer needs the money for the original purpose;
   o the project is condemned or sold;
   o the project is destroyed and insurance proceeds are used to redeem the
     bonds;
   o any related credit support expires and is not replaced; or
   o interest on the bonds become taxable.
 
If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.
 
REDUCED DIVERSIFICATION RISK
 
If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.
 
LIQUIDITY RISK
 
You can always sell back your units, but we cannot assure you that a liquid
trading market will always exist for the bonds in the portfolio, especially
since current law may restrict the Fund from selling bonds to any Sponsor. The
bonds will generally trade in the over-the-counter market. The value of the
bonds, and of your investment, may be reduced if trading in bonds is limited or
absent.
 
CONCENTRATION RISK
 
When a certain type of bond makes up 25% or more of the portfolio, it is said to
be 'concentrated' in that bond type, which makes the Portfolio less diversified.
 
Here is what you should know about the California Portfolio 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:
   o increases in operating and construction costs; and
   o unpredicability of future usage requirements.
 
Here is what you should know about the Massachusetts and Virginia Portfolio's
concentration in hospital and health care bonds.
   o payment for these bonds depends on revenues from private third-party payors
 
                                       17
<PAGE>
      and government programs, including Medicare and Medicaid, which have
      generally undertaken cost containment measures to limit payments to health
      care providers;
   o hospitals face increasing competition resulting from hospital mergers and
      affiliations;
   o hospitals need to reduce costs as HMOs increase market penetration and
     hospital supply and drug companies raise prices;
   o hospitals and health care providers are subject to various legal claims by
     patients and others and are adversely affected by increasing costs of
     insurance; and
   o many hospitals are aggressively buying physician practices and assuming
     risk contracts to gain market share. If revenues do not increase
     accordingly, this practice could reduce profits;
   o Medicare is changing its reimbursement system for nursing homes. Many
     nursing home providers are not sure how they will be treated. In many
     cases, the providers may receive lower reimbursements and these would have
     to cut expenses to maintain profitability; and
   o most retirement/nursing home providers rely on entrance fees for operating
     revenues. If people live longer than expected and turnover is lower than
     budgeted, operating revenues would be adversely affected by less than
     expected entrance fees.
 
Here is what you should know about the Connecticut Portfolio concentration in
general obligation bonds.
   o general obligation bonds are backed by the issuer's pledge of its full
     faith, credit and taxing power;
   o 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
   o an issuer's credit can be negatively affected by various factors, including
      population decline that erodes the tax base, natural disasters, decline in
      industry, limited access to capital markets or heavy reliance on state or
     federal aid.
 
Changes to the portfolio from bond redemptions, maturities and sales may affect
the Fund's concentrations over time.
 
STATE CONCENTRATION RISK
 
CALIFORNIA RISKS
 
Generally
 
From the late 1980s through the early 1990s, an economic recession eroded
California's revenue base. At the same time rapid population growth caused State
expenditures to exceed budget appropriations.
 
   o As a result California experienced a period of sustained budget imbalance.
 
   o Since that time the California economy has improved and the extreme
     budgetary pressures have begun to lessen.
 
State Government
 
The 1997-98 Budget Act allocated a State budget of approximately $66.9 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state, California's budget is still subject to certain unforeseeable events. For
example:
 
   o In December, 1994, Orange County and its investment pool filed for
     bankruptcy. While a settlement has been reached, the full impact on the
     State and Orange County is still unknown.
 
   o California faces constant fluctuations in other expenses (including health
     and welfare caseloads, property tax receipts, federal funding and natural
     disaster relief) that will undoubtedly create new
 
                                       18
<PAGE>
      budgetary pressure and reduce issuers' ability to pay their debts.
 
   o California's general obligation bonds are currently rated A1 by Moody's and
     A+ by Standard & Poor's.
 
Other Risks
 
Issuers' ability to make payments on bonds (and the remedies available to
bondholders) could also be adversely affected by the following constraints:
 
   o Certain provisions of California's Constitution, laws and regulatory system
      contain tax, spending and appropriations limits and prohibit certain new
     taxes.
 
   o Certain other California laws subject the users of bond proceeds to strict
     rules and limits regarding revenue repayment.
 
   o Bonds of healthcare institutions which are subject to the strict rules and
     limits regarding reimbursement payments of California's Medi-Cal program
     for health care services to welfare recipients and bonds secured by liens
     on real property are two of the types of bonds affected by these
     provisions.
 
CONNECTICUT RISKS
 
Generally
 
Connecticut has experienced a variety of economic problems in the last several
years including:
 
   o manufacturing, historically the state's most important activity, has
     employed fewer and fewer poeple over the last 10 years;
 
   o large cuts in defense spending threaten defense-related business, which has
      traditionally represented a big part of the state's manufacturing
     activity; and
 
   o unemployment and poverty are high in certain parts of the state, even
     though unemployment state-wide is below the national average.
 
State and Local Government
 
Connecticut's state and local governments have also experienced financial
difficulties for several years. For example:
 
   o the state's General Fund had operating deficits for several years in the
     late 1980s and early 1990s. Since 1991, however, the General Fund has had
     operating surpluses;
 
   o the state issued notes in 1991 to fund its accumulated deficit. The notes
     were originally supposed to be paid by 1996, but they were rescheduled, so
     that they will be repaid by 1999; and
 
   o Connecticut has several of the nation's poorest and most financially
     troubled cities, including its capital city of Hartford and Bridgeport,
     which filed for bankruptcy in 1991.
 
Local governments in Connecticut receive tax revenue only from taxes on real
estate and personal property, which makes it hard for them to raise additional
tax revenue. Both Connecticut and its cities depend heavily on federal aid, and
the cities also depend on a significant amount of state aid. Both the state and
its cities could be hurt by any future reduction in the amount of such aid.
 
Connecticut's general obligation bonds are rated AA by Standard & Poor's, Aa3 by
Moody's, and AA by Fitch.
 
MASSACHUSETTS RISKS
 
Generally
 
Massachusetts has a diversified economic base which includes traditional
manufacturing,
 
                                       19
<PAGE>
finance, insurance, real estate and service industries:
 
   o A significant portion of products produced by these industries is for
     export. In 1996, Massachusetts ranked eleventh in the country in
     international exports, which totaled over $16.2 billion.
 
   o Like many industrial states, Massachusetts has seen employment shift from
     labor-intensive manufacturing industries to technology and service-based
     industries like computers, biomedical technology, consulting, health care
     and business services.
 
   o Travel and tourism also represents a substantial component of the economy,
      with an estimated 28.3 million people visiting the state in 1995.
 
Factors that affect the Massachusetts economy include national, international,
social, environmental and economic policies and conditions, many of which are
not under the State's control.
 
State and Local Government
 
The Commonwealth of Massachusetts experienced budget surpluses each year from
1993 through 1997.
 
   o Fiscal 1998 spending is estimated to be approximately $18.848 billion.
 
   o The budget for fiscal 1999 calls for total spending of $19.06 billion, on
     projected tax revenues of $13.665 billion.
 
Certain legislation passed in recent years affects the taxing and spending power
of Massachusetts and its local governments. For example, legislation adopted in
May, 1997:
 
   o raised the limit on the amount that can be transferred to the State's
     Stabilization Fund;
 
   o provided that existing balances in the state's Tax Reduction Fund can be
     used for cuts in personal income taxes for 1997; and
 
   o provided that up to 40% of any year-end budget surplus can be kept aside
     for use on capital expenditures, if there is a negative balance in the
     State's capital funds.
 
In addition, State law limits the rate at which tax revenue can grow, based on
the average growth of wages and salaries in the state:
 
   o This limit could affect the State's ability to pay principal and interest
     on its obligations, although the limit has not been reached from 1991 to
     1997, and it is not expected to be reached for 1998.
 
   o It also is possible that other laws affecting the taxing or spending
     authority of Massachusetts or its local governments could be enacted in the
     future.
 
Other Fiscal Considerations
 
   o Recent cash flow estimates predict that Massachusetts will have a cash
     position of $335.1 million at year-end 1998 (not including activity after
     June 30, 1998 or interest earned on the Stabilization Fund).
 
   o It is also estimated that Massachusetts will issue $350 million in notes in
      connection with the Central Artery/Ted Williams Tunnel Project, in
     anticipation of future federal grants for the project. However, there is no
     assurance that the Federal funding will be granted, or that it will be
     enough to meet the needs of the project.
 
The State has maintained a five year capital spending plan since 1992. The goal
is to limit the State's debt burden by controlling the
 
                                       20
<PAGE>
relationship between current capital spending and the issuance of debt.
 
   o The plan estimates that capital spending will total approximately $5.05
     billion from 1998 to 2002, which is well below authorized spending levels.
     The estimate is based on numerous assumptions, including regarding the
     level of federal funding for the Tunnel project.
 
General obligation bonds of Massachusetts are currently rated A1 by Moody's, AA-
by Standard & Poor's and AA-by Fitch. There is no assurance that any rating will
continue for any period of time or that a rating will not be revised or
withdrawn by any or all of these rating agencies if they consider it necesary.
 
VIRGINIA RISKS
 
Virginia's economy is highly dependent on defense spending:
 
   o there are major concentrations of defense installations in Northern
     Virginia and the Hampton Roads area; and
 
   o any substantial reductions in military spending, including base closings,
     could hurt both the state and local economies.
 
The state's general obligations are rated AAA by Standard & Poor's and Aaa by
Moody's.
 
BOND QUALITY RISK
 
A reduction in a bond's rating may decrease its value and, indirectly, the value
of your investment in the Fund.
 
INSURANCE RELATED RISK
 
Some bonds are backed by insurance companies (as shown under Portfolios).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state laws and federal initiatives and tax law changes could
significantly affect the insurance business. The claims-paying ability of the
insurance companies is generally rated A or better by Standard & Poor's or
another nationally recognized rating organization. The insurance company ratings
are subject to change at any time at the discretion of the rating agencies.
 
LITIGATION AND LEGISLATION RISKS
 
We do not know of any pending litigation that might have a material adverse
effect upon the Fund.
 
Future tax legislation could affect the value of the portfolio by:
   o limiting real property taxes,
   o reducing tax rates,
   o imposing a flat or other form of tax, or
   o exempting investment income from tax.
 
SELLING OR EXCHANGING UNITS
 
You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
   o adding the value of the bonds, net accrued interest, cash and any other
     Fund assets;
   o subtracting accrued but unpaid Fund expenses, unreimbursed Trustee
      advances, cash held to buy back units or for distribution to investors and
     any other Fund liabilities; and
   o dividing the result by the number of outstanding units.
 
Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.
 
SPONSORS' SECONDARY MARKET
 
While we are not obligated to do so, we will buy back units at net asset value
without any
 
                                       21
<PAGE>
other fee or charge [other than any remaining deferred sales charge.]We may
resell the units to other buyers or to the Trustee. You should consult your
financial professional for current market prices to determine if other broker-
dealers or banks are offering higher prices.
 
We have maintained the secondary market continuously for over 25 years, but we
could discontinue it without prior notice for any business reason.
 
SELLING UNITS TO THE TRUSTEE
 
Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional documents are
needed such as a trust document, certificate of corporate authority, certificate
of death or appointment as executor, administrator or guardian.
 
Within seven days after your request and the necessary documents are received,
the Trustee will mail a check to you. Contact the Trustee for additional
information.
 
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.
 
If the Fund does not have cash available to pay you for units you are selling,
the agent for the Sponsors will select bonds to be sold. Bonds will be selected
based on market and credit factors. These sales could be made at times when the
bonds would not otherwise be sold and may result in your receiving less than the
unit par value and also reduce the size and diversity of the Fund.
 
There could be a delay in paying you for your units:
   o if the New York Stock Exchange is closed (other than customary weekend and
      holiday closings);
   o if the SEC determines that trading on the New York Stock Exchange is
     restricted or that an emergency exists making sale or evaluation of the
     bonds not reasonably practicable; and
   o for any other period permitted by SEC order.
 
EXCHANGE OPTION
 
You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.90%. You may exchange units of this Fund for units
of certain other Defined Asset Funds at a reduced sales fee if your investment
goals change. To exchange units, you should talk to your financial professional
about what funds are exchangeable, suitable and currently available.
 
Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two funds are not materially different; you should consult your own tax adviser.
 
We may amend or terminate this exchange option at any time without notice.
 
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.
 
                                       22
<PAGE>
A portion of the price of a unit consists of cash so that the Trustee can
provide you with regular monthly income. When you sell your units you will
receive your share of this cash.
 
EVALUATIONS
 
An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.
 
INCOME
 
The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.
 
EXPENSES
 
The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
   o to reimburse the Trustee for the Fund's operating expenses;
   o for extraordinary services and costs of indemnifying the Trustee and the
      Sponsors;
   o costs of actions taken to protect the Fund and other legal fees and
     expenses;
   o expenses for keeping the Fund's registration statement current; and
   o Fund termination expenses and any governmental charges.
 
The Sponsors are currently reimbursed up to 45 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. While this
fee may exceed the amount of these costs and expenses attributable to this Fund,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
The Fund also pays the Evaluator's fees.
 
The Trustee's, Sponsors' and Evaluator's fees may be adjusted for inflation
without investors' approval.
 
The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell bonds if cash is not available.
 
PORTFOLIO CHANGES
 
The Sponsors and Trustee are not liable for any default or defect in a bond; if
a contract to buy any bond.
 
Unlike a mutual fund, the portfolio is designed to remain intact and we may keep
bonds in the portfolio even if their credit quality declines or other adverse
financial circumstances occur. However, we may sell a bond in certain cases if
we believe that certain adverse credit conditions exist or if a bond becomes
taxable.
 
If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which will affect the size
and composition of the
 
                                       23
<PAGE>
portfolio. Units offered in the secondary market may not represent the same face
amount of bonds that they did originally.
 
We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
   o diversity of the portfolio;
   o size of the Fund relative to its original size;
   o ratio of Fund expenses to income;
   o current and long-term returns;
   o degree to which units may be selling at a premium over par; and
   o cost of maintaining a current prospectus.
 
FUND TERMINATION
 
The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.
 
When the Fund is about to terminate you will receive a notice, and you will be
unable to sell your units after that time. On or shortly before termination, we
will sell any remaining bonds, and you will receive your final distribution. Any
bond that cannot be sold at a reasonable price may continue to be held by the
Trustee in a liquidating trust pending its final sale.
 
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.
 
CERTIFICATES
 
Certificates for units are issued on request. You may transfer certificates by
complying with the requirements for redeeming certificates, described above. You
can replace lost or mutilated certificates by delivering satisfactory indemnity
and paying the associated costs.
 
TRUST INDENTURE
 
The Fund is a 'unit investment trust' governed by a Trust Indenture, a contract
among the Sponsors, the Trustee and the Evaluator, which sets forth their duties
and obligations and your rights. A copy of the Indenture is available to you on
request to the Trustee. The following summarizes certain provisions of the
Indenture.
 
The Sponsors and the Trustee may amend the Indenture without your consent:
   o to cure ambiguities;
   o to correct or supplement any defective or inconsistent provision;
   o to make any amendment required by any governmental agency; or
   o to make other changes determined not to be materially adverse to your best
     interest (as determined by the Sponsors).
Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.
 
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
 
   o it fails to perform its duties and the Sponsors determine that its
     replacement is in your best interest; or
   o it becomes incapable of acting or bankrupt or its affairs are taken over by
      public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee
 
                                       24
<PAGE>
without the consent of investors. The resignation or removal of either becomes
effective when a successor accepts appointment. The Sponsors will try to appoint
a successor promptly; however, if no successor has accepted within 30 days after
notice of resignation, the resigning Trustee or Evaluator may petition a court
to appoint a successor.
 
Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
   o remove it and appoint a replacement Sponsor;
   o liquidate the Fund; or
   o continue to act as Trustee without a Sponsor.
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.
 
The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.
 
LEGAL OPINION
 
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
counsel for the Sponsors, has given an opinion that the units are validly
issued. Special counsel located in the relevant states have given state and
local tax opinions.
 
AUDITORS
 
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statements of Condition included in this
prospectus.
 
SPONSORS
 
The Sponsors are:
 
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
 
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
 
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
 
TRUSTEE
 
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee. It is supervised by
the Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.
 
                                       25
<PAGE>
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 operational difficulties for the
Fund.
 
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. You should
consult your own tax adviser about your particular circumstances.
 
At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and federal
alternative minimum tax. 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.
 
INCOME OR LOSS UPON DISPOSITION
 
When all or part of your share of a bond is disposed of (for example, when the
Fund sells,
 
                                       26
<PAGE>
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 if you held
it for one year or less. If you are an individual and sell your units after
holding them for more than one year, you may be entitled to a 20% maximum
federal tax rate on any resulting gains. Consult your tax adviser in this
regard. Because the deductibility of capital losses is subject to limitations,
you may not be able to deduct all of your capital losses.
 
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.
 
CALIFORNIA TAXES
 
In the opinion of O'Melveny & Myers LLP, Los Angeles, California, special
counsel on California tax matters:
 
Under the income tax laws of the State of California, the Trust will not be
taxed as a corporation and you will be considered to own directly your share of
each bond of the Trust. If you are a California taxpayer, your share of the
income from the bonds of the Trust will not be tax-exempt in California except
for California personal income tax purposes and only to the extent that the
income is earned on bonds that are exempt for such purposes. If you are a
California taxpayer and all or part of your share of a bond is disposed of (for
example, when a bond is sold, exchanged or redeemed at maturity or you sell or
exchange your units), you will recognize gain or loss for California tax
purposes. Depending on where you live, your income from the Trust may be subject
to state and local taxation. You should consult your tax advisor in this regard.
 
                                       27
<PAGE>
CONNECTICUT TAXES
 
In the opinion of Day, Berry & Howard LLP, Hartford, Connecticut, special
counsel on Connecticut tax matters:
 
Under the income tax laws of the State of Connecticut, the Fund will not be
taxed. If you are an individual, trust or estate that is subject to the
Connecticut income tax, you will not be taxed on your share of the interest
derived by the Fund from those bonds that are tax-exempt for Connecticut income
tax purposes. In addition, if you hold your units of the Fund as a capital
asset, you will not recognize either gain or loss if the Fund enters into a
transaction in which it is treated for federal income tax purposes as having
sold a bond that is issued by an issuer in Connecticut and is tax-exempt for
Connecticut income tax purposes, and you may not have to recognize gain or loss
to the extent attributable to a unit's share of any such bonds if you sell,
exchange or redeem the unit. You should consult your tax adviser in this regard.
In all other instances, you will recognize gain or loss, in the event either the
Fund enters into a transaction involving a bond held by it or you sell, exchange
or redeem a unit of the Fund, to the same extent that you recognize gain or loss
therefrom for Federal income tax purposes.
 
In the case of an entity subject to the Connecticut corporation business tax,
all amounts treated for federal tax purposes as income that are derived from the
units of the Fund or their ownership will be subject to that Connecticut tax.
 
MASSACHUSETTS TAXES
 
In the opinion of Masterman, Culbert & Tully LLP, Boston, Massachusetts, special
counsel on Massachusetts tax matters:
 
This advice only applies to individual investors in the units who are subject to
Massachusetts income taxation and assumes the Fund is a Trust of the type
commonly known as a 'fixed investment trust' for federal tax purposes.
 
1. The Massachusetts taxing authorities will not tax the Fund as an entity. They
will treat you as the owner of your share of each bond in the Fund.
 
2. If you are subject to Massachusetts income taxation, you need not include
your share of the Fund's earnings in your Massachusetts gross income to the
extent such earnings are derived by the Fund on tax-exempt bonds issued by
Massachusetts or its agencies or municipalities or by the governments of Puerto
Rico and Guam.
 
3. You must include gains and losses of the Fund as well as those resulting from
the sale or redemption of your Units in your Massachusetts gross income if you
are required to include such gains or losses in your federal gross income unless
these gains and losses are statutorily exempt from Massachusetts income
taxation. If gains from such bonds in the Fund are exempt from Massachusetts
income taxation, you will not be allowed to include losses in your Massachusetts
gross income to the extent such losses arise from the bonds for which the gains
are statutorily exempt. In each case, the taxability of the gains or losses
depends upon the particular bonds in the Fund.
 
4. Any distribution made to you by the Fund may be subject to Massachusetts
income tax to the same degree and in the same manner as income, gains and losses
of the Fund as are described in paragraphs 2 and 4 above.
 
VIRGINIA TAXES
 
In the opinion of Hunton & Williams, Richmond, Virginia, special counsel on
Virginia tax matters:
 
                                       28
<PAGE>
Under the income tax laws of the State of Virginia, the Virginia Trust will not
be taxed as a corporation. If you are a Virginia taxpayer, your income from the
Virginia Trust will not be tax-exempt in Virginia except to the extent that the
income is attributable to either (i) interest earned on bonds that are tax-
exempt for Virginia purposes or (ii) profits from the sale of certain Virginia
bonds that have been issued under Virginia legislation specifically exempting
all income from those bonds. If, at the time of your death, you either are a
Virginia resident or, in certain cases, are not a resident of the United States,
your units may be subject to Virginia estate tax. You should consult your tax
adviser in these matters.
 
SUPPLEMENTAL INFORMATION
 
You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolios, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.
 
                                       29
<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CALIFORNIA, CONNECTICUT,
MASSACHUSETTS AND VIRGINIA TRUSTS),
DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Multistate Series - 48 (California, Connecticut,
Massachusetts and Virginia Trusts), Defined Asset Funds:

We have audited the accompanying statements of condition of
Municipal Investment Trust Fund, Multistate Series - 48
(California, Connecticut, Massachusetts and Virginia
Trusts), Defined Asset Funds, including the portfolios,
as of September 30, 1998 and the related statements of
operations and of changes in net assets for the years ended
September 30, 1998, 1997 and 1996. 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, 1998, as shown in such portfolios, were confirmed to us
by The Chase Manhattan Bank, the Trustee. An audit also includes
assessing the accounting principles used and significant estimates
made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Municipal Investment Trust Fund,
Multistate Series - 48 (California, Connecticut,
Massachusetts and Virginia Trusts), Defined Asset Funds
at September 30, 1998 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 3, 1998




                                D -  1.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULITISTATE SERIES - 48 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS



STATEMENT OF CONDITION
As of September 30, 1998

<TABLE>
     <S>                                                <C>             <C>
     TRUST PROPERTY:
       Investment in marketable securities -
          at value (cost $ 4,961,433 )(Note 1).........                 $ 5,058,396
       Accrued interest ...............................                      69,798
       Cash - income ..................................                      20,900
                                                                        -----------
         Total trust property .........................                   5,149,094


     LESS LIABILITIES:
       Income advance from Trustee..................... $    29,866
       Accrued Sponsors' fees .........................       1,400          31,266
                                                        -----------     -----------


     NET ASSETS, REPRESENTED BY:
       5,000 units of fractional undivided
          interest outstanding (Note 3)................   5,058,396

       Undistributed net investment income ............      59,432     $ 5,117,828
                                                        -----------     ===========

     UNIT VALUE ($ 5,117,828 / 5,000 units )...........                 $  1,023.57
                                                                        ===========



</TABLE>




                  See Notes to Financial Statements.





                                D -  2.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULITISTATE SERIES - 48 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................ $   258,462       $   258,463       $   258,463
       Trustee's fees and expenses ............      (6,169)           (6,007)           (5,797)
       Sponsors' fees .........................      (1,863)           (1,812)           (1,799)
                                                ------------------------------------------------
       Net investment income ..................     250,430           250,644           250,867


       UNREALIZED APPRECIATION
       OF INVESTMENTS .........................     259,054           220,151           157,112
                                                ------------------------------------------------

     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS .............. $   509,484       $   470,795       $   407,979
                                                ================================================



</TABLE>




                  See Notes to Financial Statements.





                                D -  3.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULITISTATE SERIES - 48 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS



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


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     OPERATIONS:
       Net investment income .................. $   250,430       $   250,644       $   250,867
       Unrealized appreciation
         of investments .......................     259,054           220,151           157,112
                                                ------------------------------------------------
       Net increase in net assets
         resulting from operations ............     509,484           470,795           407,979
                                                ------------------------------------------------

     INCOME DISTRIBUTIONS TO
        HOLDERS (Note 2).......................    (250,400)         (250,700)         (250,750)
                                               -----------------------------------------------

     NET INCREASE IN NET ASSETS ...............     259,084           220,095           157,229

     NET ASSETS AT BEGINNING OF YEAR ..........   4,858,744         4,638,649         4,481,420
                                                ------------------------------------------------
     NET ASSETS AT END OF YEAR ................ $ 5,117,828       $ 4,858,744       $ 4,638,649
                                                ================================================
     PER UNIT:
       Income distributions during
         year ................................. $     50.08       $     50.14       $     50.15
                                                ================================================
       Net asset value at end of
         year ................................. $  1,023.57       $    971.75       $    927.73
                                                ================================================
     TRUST UNITS:
       Outstanding at end of year .............       5,000             5,000             5,000
                                                ================================================

</TABLE>




                  See Notes to Financial Statements.







                                D -  4.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULITISTATE SERIES - 48 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

     The Fund is registered under the Investment Company Act of 1940 as a Unit
     Investment Trust. The following is a summary of significant accounting
     policies consistently followed by the Fund in the preparation of its
     financial statements. The policies are in 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.
               See "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B.

      (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 distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
     <S>                                                                                                <C>

          Cost of 5,000 units at Date of Deposit .....................                                  $ 5,195,183
          Less sales charge ..........................................                                      233,750
                                                                                                        -----------
          Net amount applicable to Holders ...........................                                    4,961,433
          Unrealized appreciation of investments......................                                       96,963
                                                                                                        -----------

          Net capital applicable to Holders ..........................                                  $ 5,058,396
                                                                                                        ===========

</TABLE>

4.   INCOME TAXES

     As of September 30, 1998, unrealized appreciation of investments, based on
     cost for Federal income tax purposes, aggregated $96,963, all of which
     related to appreciated securities. The cost of investment securities for
     Federal income tax purposes was $4,961,432 at September 30, 1998.




                                D -  5.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULITISTATE SERIES - 48 (CALIFORNIA TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1998

<TABLE>
<CAPTION>

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


<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
   1 City of Anaheim, CA, Anaheim Mem. Hosp.    AAA     $   750,000     5.125 %      2020      05/15/04     $   747,270 $   756,315
     Association, Certs. of Part. (AMBAC Ins.)                                                 @  102.000

   2 The City of Los Angeles, CA, Mtge. Rev.    AAA         650,000     5.350        2022      01/01/03         653,250     654,362
     Rfdg. Bonds, Ser. 1993 II-A (FHA Ins.                                                     @  100.000
     Mtge. Loans-Section 8 Assisted Projects)
     (MBIA Ins.)

   3 Redev. Agy. of the City of Riverside,      AAA         600,000     5.625        2023      08/01/02         623,298     630,498
     CA, Tax Allocation Rfdg. Bonds, 1993                                                      @  102.000
     Ser. A (Casa Blanca Redev. Proj.)
     (MBIA Ins.)

   4 Southern California Pub. Pwr. Auth.,       AAA         750,000     5.000        2022      07/01/03         733,170     751,515
     Trans. Proj. Rev. Bonds, 1993                                                             @   100.000
     Subordinate Rfdg. Ser. (Southern Trans.
     Proj.) (MBIA Ins.)

   5 The City of San Diego, CA, Swr. Rev.       AAA         750,000     5.250        2020      05/15/03         753,195     766,785
     Bonds, Ser. 1993-A (AMBAC Ins.)                                                           @  102.000

   6 Cnty. of San Joaquin, CA, San Joaquin      AAA         750,000     4.750        2019      11/15/03         701,250     732,848
     Cnty. Pub. Fac. Fin. Corporation                                                          @  102.000
     (MBIA Ins.)

   7 Jurupa Comm. Services Dist., CA, Rfdg.     AAA         750,000     5.200        2023      09/01/03         750,000     766,073
     Certificates of Participation                                                             @  102.000
     (Wastewater Capacity Refinancing)
     (Financial Guaranty Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 5,000,000                                         $ 4,961,433 $ 5,058,396
                                                          =========                                           =========   =========


                  See Notes to Portfolios on page D - 22.

</TABLE>



                                D -  6.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS



STATEMENT OF CONDITION
As of September 30, 1998

<TABLE>
     <S>                                                <C>             <C>
     TRUST PROPERTY:
       Investment in marketable securities -
          at value (cost $ 3,438,352 )(Note 1).........                 $ 3,538,594
       Accrued interest ...............................                      47,000
       Cash - income ..................................                      14,113
       Cash - principal ...............................                         828
                                                                        -----------
         Total trust property .........................                   3,600,535


     LESS LIABILITIES:
       Income advance from Trustee..................... $    20,537
       Accrued Sponsors' fees .........................         978          21,515
                                                        -----------     -----------


     NET ASSETS, REPRESENTED BY:
       3,459 units of fractional undivided
          interest outstanding (Note 3)................   3,539,422

       Undistributed net investment income ............      39,598     $ 3,579,020
                                                        -----------     ===========

     UNIT VALUE ($ 3,579,020 / 3,459 units )...........                 $  1,034.70
                                                                        ===========



</TABLE>




                  See Notes to Financial Statements.





                                D -  7.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS



STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................ $   178,193       $   177,240       $   177,240
       Trustee's fees and expenses ............      (5,007)           (4,927)           (4,823)
       Sponsors' fees .........................      (1,301)           (1,269)           (1,259)
                                                ------------------------------------------------
       Net investment income ..................     171,885           171,044           171,158
                                                ------------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized loss on
         securities sold or redeemed ..........        (875)
       Unrealized appreciation
         of investments .......................     158,793           166,186            50,042
                                                ------------------------------------------------
       Net realized and unrealized
          gain on investments .................     157,918           166,186            50,042
                                                ------------------------------------------------


     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS .............. $   329,803       $   337,230       $   221,200
                                                ================================================



</TABLE>




                  See Notes to Financial Statements.





                                D -  8.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS



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


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     OPERATIONS:
       Net investment income .................. $   171,885       $   171,044       $   171,158
       Realized loss on
         securities sold or redeemed ..........        (875)
       Unrealized appreciation
         of investments .......................     158,793           166,186            50,042
                                                ------------------------------------------------
       Net increase in net assets
         resulting from operations ............     329,803           337,230           221,200
                                                ------------------------------------------------
     INCOME DISTRIBUTIONS TO
        HOLDERS (Note 2).......................    (171,943)         (171,080)         (171,045)
                                                ------------------------------------------------

     SHARE TRANSACTIONS:
       Redemption amounts - income ............        (399)
       Redemption amounts - principal .........     (40,940)
                                                ------------------------------------------------
       Total share transactions ...............     (41,339)
                                                ------------------------------------------------

     NET INCREASE IN NET ASSETS ...............     116,521           166,150           50,155

     NET ASSETS AT BEGINNING OF YEAR ..........   3,462,499         3,296,349         3,246,194
                                                ------------------------------------------------
     NET ASSETS AT END OF YEAR ................ $ 3,579,020       $ 3,462,499       $ 3,296,349
                                                ================================================
     PER UNIT:
       Income distributions during
         year ................................. $     49.42       $     48.88       $     48.87
                                                ================================================
       Net asset value at end of
         year ................................. $  1,034.70       $    989.29       $    941.81
                                                ================================================
     TRUST UNITS:
       Redeemed during year ...................          41
       Outstanding at end of year .............       3,459             3,500             3,500
                                                ================================================

</TABLE>




                  See Notes to Financial Statements.


                                D -  9.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

     The Fund is registered under the Investment Company Act of 1940 as a Unit
     Investment Trust. The following is a summary of significant accounting
     policies consistently followed by the Fund in the preparation of its
     financial statements. The policies are in 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.
               See "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B.

      (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 distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
     <S>                                                              <C>

          Cost of 3,459 units at Date of Deposit .....................$ 3,602,307
          Less sales charge ..........................................    162,090
                                                                      -----------
          Net amount applicable to Holders ...........................  3,440,217
          Redemptions of units - net cost of 41 units redeemed
            less redemption amounts (principal).......................       (162)
          Realized loss on securities sold or redeemed ...............       (875)
          Unrealized appreciation of investments......................    100,242
                                                                      -----------

          Net capital applicable to Holders ..........................$ 3,539,422
                                                                      ===========

</TABLE>

4.   INCOME TAXES

     As of September 30, 1998, unrealized appreciation of investments, based on
     cost for Federal income tax purposes, aggregated $100,242, all of which
     related to appreciated securities. The cost of investment securities for
     Federal income tax purposes was $3,438,352 at September 30, 1998.




                                D - 10.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CONNECTICUT TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1998

<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 Town of East Haven, CT, G.O. Bonds         A       $   265,000     5.000 %      2012      10/15/02     $   263,391 $   272,783
                                                                                               @  102.000

                                                            245,000     5.000        2013      10/15/02         243,466     251,412
                                                                                               @  102.000

   2 State of Connecticut Hlth. and Educl.      AAA         500,000     5.000        2023      07/01/03         488,615     495,755
     Fac. Auth. Rev. Bonds, Saint Francis                                                      @  102.000
     Hosp. and Med. Ctr. Iss., Ser. C
     (Financial Guaranty Ins.) (4)

   3 Town of Manchester, CT, G.O. Bonds         AA          130,000     4.800        2011      None             126,941     136,588
     Ser. 1993

   4 Connecticut Mun. Elec. Energy Coop.,       AAA         510,000     5.000        2018      01/01/04         502,916     514,284
     Pwr. Supply Sys. Rev. Bonds 1993 A                                                        @  102.000
     (MBIA Ins,) (4)

   5 South Central, CT, Regional Water          AAA         460,000     5.750        2012      08/01/03         490,392     497,775
     Auth., Water Sys. Rev. Bonds, Eleventh                                                    @  102.000
     Ser. (Financial Guarantee Ins.) (4)

   6 State of Connecticut, Spec. Tax Oblig.     AA-         500,000     5.000        2011      10/01/03         500,000     511,255
     Bonds, Trans. Infrastructure Purposes,                                                    @  101.500
     1993 Ser. C

   7 State of Connecticut, G.O. Bonds,          AA-         500,000     4.750        2011      03/15/04         485,560     510,695
     1993 Ser. E                                                                               @  101.500

   8 Puerto Rico Hwy. and Trans. Auth.,         A           350,000     5.000        2022      07/01/03         337,071     348,047
     Hwy Rev. Rfdg. Bonds, Ser. X                                                              @  101.500

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,460,000                                         $ 3,438,352 $ 3,538,594
                                                          =========                                           =========   =========


                  See Notes to Portfolios on Page D - 22.

</TABLE>




                                D - 11.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (MASSACHUSETTS TRUST),
DEFINED ASSET FUNDS



STATEMENT OF CONDITION
As of September 30, 1998

<TABLE>
     <S>                                                <C>             <C>
     TRUST PROPERTY:
       Investment in marketable securities -
          at value (cost $ 3,110,141 )(Note 1).........                 $ 3,188,752
       Accrued interest ...............................                      48,310
       Cash - income ..................................                      13,240
       Cash - principal ...............................                          17
                                                                        -----------
         Total trust property .........................                   3,250,319


     LESS LIABILITIES:
       Income advance from Trustee..................... $    24,888
       Accrued Sponsors' fees .........................         874          25,762
                                                        -----------     -----------


     NET ASSETS, REPRESENTED BY:
       3,130 units of fractional undivided
          interest outstanding (Note 3)................   3,188,769

       Undistributed net investment income ............      35,788     $ 3,224,557
                                                        -----------     ===========

     UNIT VALUE ($ 3,224,557 / 3,130 units )...........                 $  1,030.21
                                                                        ===========



</TABLE>




                  See Notes to Financial Statements.










                                D - 12.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (MASSACHUSETTS TRUST),
DEFINED ASSET FUNDS


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                          Years Ended September 30,
                                                   1998              1997              1996
                                                   ----              ----              ----

     <S>                                       <C>               <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................$   164,210       $   164,210       $   164,210
       Trustee's fees and expenses ............     (4,763)           (4,787)           (4,425)
       Sponsors' fees .........................     (1,163)           (1,132)           (1,127)
                                               ------------------------------------------------
       Net investment income ..................    158,284           158,291           158,658


       UNREALIZED APPRECIATION
       OF INVESTMENTS .........................    167,520           125,756            73,253
                                               ------------------------------------------------

     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS ..............$   325,804       $   284,047       $   231,911
                                               ================================================



</TABLE>




                  See Notes to Financial Statements.




                                D - 13.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (MASSACHUSETTS TRUST),
DEFINED ASSET FUNDS



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


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     OPERATIONS:
       Net investment income .................. $   158,284       $   158,291       $   158,658
       Unrealized appreciation
         of investments .......................     167,520           125,756            73,253
                                                ------------------------------------------------
       Net increase in net assets
         resulting from operations ............     325,804           284,047           231,911
                                                ------------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................    (158,253)         (158,315)         (158,253)
       Principal ..............................                                          (1,472)
                                                ------------------------------------------------
       Total distributions ....................    (158,253)         (158,315)         (159,725)
                                                ------------------------------------------------
     NET INCREASE IN NET ASSETS ...............     167,551           125,732            72,186

     NET ASSETS AT BEGINNING OF YEAR ..........   3,057,006         2,931,274         2,859,088
                                                ------------------------------------------------
     NET ASSETS AT END OF YEAR ................ $ 3,224,557       $ 3,057,006       $ 2,931,274
                                                ================================================
     PER UNIT:
       Income distributions during
         year ................................. $     50.56       $     50.58       $     50.56
                                                ================================================
       Principal distributions during
         year .................................                                     $      0.47
                                                                                    ============
       Net asset value at end of
         year ................................. $  1,030.21       $    976.68       $    936.51
                                                ================================================
     TRUST UNITS:
       Outstanding at end of year .............       3,130             3,130             3,130
                                                ================================================

</TABLE>




                  See Notes to Financial Statements.






                                D - 14.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (MASSACHUSETTS TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

     The Fund is registered under the Investment Company Act of 1940 as a Unit
     Investment Trust. The following is a summary of significant accounting
     policies consistently followed by the Fund in the preparation of its
     financial statements. The policies are in 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.
               See "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B.

      (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 distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
     <S>                                                               <C>

          Cost of 3,130 units at Date of Deposit ..................... $ 3,268,384
          Less sales charge ..........................................     147,079
                                                                       -----------
          Net amount applicable to Holders ...........................   3,121,305
          Redemptions of units - net cost of 170 units redeemed
            less redemption amounts (principal).......................      30,623
          Realized loss on securities sold or redeemed ...............     (36,898)
          Principal distributions ....................................      (4,872)
          Unrealized appreciation of investments......................      78,611
                                                                       -----------

          Net capital applicable to Holders .......................... $ 3,188,769
                                                                       ===========

</TABLE>

4.   INCOME TAXES

     As of September 30, 1998, unrealized appreciation of investments, based on
     cost for Federal income tax purposes, aggregated $78,611, all of which
     related to appreciated securities. The cost of investment securities for
     Federal income tax purposes was $3,110,141 at September 30, 1998.



                                D - 15.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (MASSACHUSETTS TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1998

<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 The Commonwealth of Massachusetts,         AA-     $   500,000     4.875 %      2013      10/01/03     $   486,000 $   504,870
     G.O. Bonds, Consol. Loan of 1993,                                                         @  102.000
     Ser. B

   2 Massachusetts Hlth. and Educl. Fac.        AAA         500,000     5.500        2023      07/01/03         504,250     517,900
     Auth., Rev. Bonds, Morton Hosp. and                                                       @  102.000
     Med. Ctr. Issue Ser. B (Connie Lee Ins.)
     (4)

   3 Massachusetts Hsg. Fin. Agency,            Aa(m)       445,000     5.300        2012      12/01/03         447,225     451,323
     Single-Family Hsg. Rev. Bonds, Ser. 28                                                    @  102.000

   4 Massachusetts Hlth. and Educl. Fac.        AAA         500,000     5.250        2023      07/01/03         502,130     506,190
     Auth., Rev. Bonds, Mass. Gen. Hosp.                                                       @  102.000
     Issue, Ser. G (AMBAC Ins.) (4)

   5 Massachusetts Hlth. and Educl.             AAA         500,000     5.375        2023      07/01/03         505,365     512,320
     Facilities Auth. Rev. Bonds, Lahey                                                        @  102.000
     Med. Ctr. Issue, Ser. B
     (MBIA Ins.) (4)

   6 Massachusetts Wtr. Resources Auth.,        Aaa(m)      375,000     5.500        2022(6)   07/15/02         376,253     397,823
     Gen. Rev. Bonds, 1992 Ser. A                                                              @  100.000

   7 Puerto Rico Hwy. and Trans. Auth.,         A           300,000     5.000        2022      07/01/03         288,918     298,326
     Highway Rev. Rfdg. Bonds, Ser. X                                                          @  101.500

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,120,000                                         $ 3,110,141 $ 3,188,752
                                                          =========                                           =========   =========


                  See Notes to Portfolios on Page D - 22.

</TABLE>




                                D - 16.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (VIRGINIA TRUST),
DEFINED ASSET FUNDS



STATEMENT OF CONDITION
As of September 30, 1998

<TABLE>
     <S>                                                <C>             <C>
     TRUST PROPERTY:
       Investment in marketable securities -
          at value (cost $ 3,236,890 )(Note 1).........                 $ 3,317,225
       Accrued interest ...............................                      36,262
       Due from Trustee ...............................                         497
       Cash - income ..................................                      13,650
       Cash - principal ...............................                           4
                                                                        -----------
         Total trust property .........................                   3,367,638


     LESS LIABILITIES:
       Income advance from Trustee..................... $    11,513
       Accrued Sponsors' fees .........................         909          12,422
                                                        -----------     -----------


     NET ASSETS, REPRESENTED BY:
       3,250 units of fractional undivided
          interest outstanding (Note 3)................   3,317,229

       Undistributed net investment income ............      37,987     $ 3,355,216
                                                        -----------     ===========

     UNIT VALUE ($ 3,355,216 / 3,250 units )...........                 $  1,032.37
                                                                        ===========



</TABLE>




                  See Notes to Financial Statements.





                                D - 17.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (VIRGINIA TRUST),
DEFINED ASSET FUNDS


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................ $   169,531       $   169,529       $   169,531
       Trustee's fees and expenses ............      (4,820)           (4,763)           (4,377)
       Sponsors' fees .........................      (1,209)           (1,173)           (1,171)
                                                ------------------------------------------------
       Net investment income ..................     163,502           163,593           163,983

       UNREALIZED APPRECIATION
       OF INVESTMENTS .........................     132,563           160,549            96,922
                                                ------------------------------------------------

     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS .............. $   296,065       $   324,142       $   260,905
                                                ================================================



</TABLE>




                  See Notes to Financial Statements.




                                D - 18.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (VIRGINIA TRUST),
DEFINED ASSET FUNDS



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


                                                           Years Ended September 30,
                                                    1998              1997              1996
                                                    ----              ----              ----

     <S>                                        <C>               <C>               <C>
     OPERATIONS:
       Net investment income .................. $   163,502       $   163,593       $   163,983
       Unrealized appreciation
         of investments .......................     132,563           160,549            96,922
                                                ------------------------------------------------
       Net increase in net assets
         resulting from operations ............     296,065           324,142           260,905
                                                ------------------------------------------------
     INCOME DISTRIBUTIONS TO
        HOLDERS (Note 2).......................    (163,475)         (163,605)         (163,573)
                                                ------------------------------------------------

     NET INCREASE IN NET ASSETS ...............     132,590           160,537            97,332

     NET ASSETS AT BEGINNING OF YEAR ..........   3,222,626         3,062,089         2,964,757
                                                ------------------------------------------------
     NET ASSETS AT END OF YEAR ................ $ 3,355,216       $ 3,222,626       $ 3,062,089
                                                ================================================
     PER UNIT:
       Income distributions during
         year ................................. $     50.30       $     50.34       $     50.33
                                                ================================================
       Net asset value at end of
         year ................................. $  1,032.37       $    991.58       $    942.18
                                                ================================================
     TRUST UNITS:
       Outstanding at end of year .............       3,250             3,250             3,250
                                                ================================================

</TABLE>




                  See Notes to Financial Statements.





                                D - 19.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (VIRGINIA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

     The Fund is registered under the Investment Company Act of 1940 as a Unit
     Investment Trust. The following is a summary of significant accounting
     policies consistently followed by the Fund in the preparation of its
     financial statements. The policies are in 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.
               See "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B.

      (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 distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
     <S>                                                                                                <C>

          Cost of 3,250 units at Date of Deposit .....................                                  $ 3,396,249
          Less sales charge ..........................................                                      152,815
                                                                                                        -----------
          Net amount applicable to Holders ...........................                                    3,243,434
          Redemptions of units - net cost of 50 units redeemed
            less redemption amounts (principal).......................                                       10,800
          Realized loss on securities sold or redeemed ...............                                      (12,270)
          Principal distributions ....................................                                       (5,070)
          Unrealized appreciation of investments......................                                       80,335
                                                                                                        -----------

          Net capital applicable to Holders ..........................                                  $ 3,317,229
                                                                                                        ===========

</TABLE>

4.   INCOME TAXES

     As of September 30, 1998, unrealized appreciation of investments, based on
     cost for Federal income tax purposes, aggregated $80,335, all of which
     related to appreciated securities. The cost of investment securities for
     Federal income tax purposes was $3,236,890 at September 30, 1998.






                                D - 20.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (VIRGINIA TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1998

<TABLE>
<CAPTION>

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


<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
   1 Chesapeake Hosp. Auth., VA, Hosp. Fac.     AAA     $   500,000     5.250 %      2018      07/01/03     $   502,130 $   509,055
     Rfdg. Rev. Bonds (Chesapeake Gen.                                                         @  102.000
     Hosp.), Ser. 1993 (MBIA Ins.) (4)

   2 Indl. Dev. Auth. of Fairfax Cnty., VA,     AA          500,000     5.000        2023      None             484,890     515,880
     Hosp. Rev. Rfdg. Bonds (Inova Hlth.
     Sys. Hosp. Proj.), Ser. 1993A

   3 Virginia Hsg. Dev. Auth., Commonwealth     Aa1(m)      500,000     5.300        2015      01/01/02         500,000     507,970
     Mtge. Bonds, 1992 Ser. C, Subser. C-3                                                     @  102.000

   4 Virginia Pub. Bldg. Auth., State Bldg.     AA          445,000     5.400        2013      08/01/03         456,672     465,199
     Rev. Bonds, Ser. 1993A                                                                    @  101.000

   5 Commonwealth of Virginia, Transp. Rev.     AA          500,000     5.250        2019      05/15/03         502,130     510,050
     Bonds, Ser. 1993C (Northern Virginia                                                      @  102.000
     Transp. Dist. Prog.)

   6 Industrial Dev. Auth. of Arlington         A1(m)       500,000     5.300        2015      09/01/03         502,150     510,745
     Cnty., VA, Hosp. Rev. Rfdg. Bonds                                                         @  102.000
     (The Arlington Hosp.), Ser. 1993

   7 Puerto Rico Hgwy. and Trans. Auth.,        A           300,000     5.000        2022      07/01/03         288,918     298,326
     Highway Rev. Rfdg. Bonds, Ser. X                                                          @  101.500

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,245,000                                         $ 3,236,890 $ 3,317,225
                                                          =========                                           =========   =========


                  See Notes to Portfolios on page D - 22.

</TABLE>



                                D - 21.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 48 (CALIFORNIA, CONNECTICUT,
MASSACHUSETTS AND VIRGINIA TRUSTS),
DEFINED ASSET FUNDS:

NOTES TO PORTFOLIOS
As of September 30, 1998
<TABLE>
<CAPTION>
<S>   <C>
(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.  See
      "Description of Ratings" in Part B of this Prospectus.

(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. The tax effect on
      Holders of redemptions and related distributions is described under "Taxes"
      in this Prospectus, Part B.

(4)   Insured by the indicated municipal bond insurance company. See "Risk Factors -
      Bonds Backed by Letters of Credit or Insurance" in this Prospectus, Part B.

(5)   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.  See "Risk Factors - Bonds Backed by Letters of Credit or Insurance"
      in this Prospectus, Part B.

(6)   Bonds with an aggregate face amount of $ 375,000 of the Massachusetts Trust
      have been pre-refunded and are expected to be called for redemption on the
      optional redemption provision date shown.
</TABLE>

                                D - 22.
<PAGE>
                             Defined
                             Asset FundsSM
 

HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--48
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         o Securities Act of 1933 (file no.
                                         33-50247) and
                                         o Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         Units of any future series may not be
                                         sold nor may offers to buy be accepted
                                         until that series has become effective
                                         with the Securities and Exchange
                                         Commission. No units can be sold in any
                                         State where a sale would be illegal.

 
                                                     14626--12/98


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission