MUNICIPAL INVT TR FD MULTISTATE SERIES 49 DEFINED ASSET FDS
485BPOS, 2000-01-19
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000

                                                       REGISTRATION NO. 33-50245
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

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

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

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

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

A. EXACT NAME OF TRUST:

                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--49
                              DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

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

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

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

Check box if it is proposed that this filing will become effective on January
28, 2000 pursuant to paragraph (b) of Rule 485.  /X/

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

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--49
                           (A UNIT INVESTMENT TRUST)
                           -  FLORIDA, MICHIGAN, NEW JERSEY, NEW YORK AND
                              PENNSYLVANIA PORTFOLIOS
                           -  PORTFOLIOS OF INSURED LONG-TERM MUNICIPAL BONDS
                           -  DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
                           -  EXEMPT FROM SOME STATE TAXES
                           -  MONTHLY DISTRIBUTIONS

SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED               -----------------------------------------------------
SALOMON SMITH BARNEY INC.  The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES      approved or disapproved these Securities or passed
INC.                       upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated January 28, 2000.

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

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

Defined Asset Funds offer a number of advantages:
  - A Disciplined strategy of buying and holding with a long-term view is the
    cornerstone of Defined Asset Funds.
  - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
    funds are not managed and portfolio changes are limited.
  - Defined Portfolios: We choose the stocks and bonds in advance, so you know
    what you're investing in.
  - Professional research: Our dedicated research team seeks out stocks or bonds
    appropriate for a particular fund's objectives.
  - Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF OCTOBER 29, 1999, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
Florida Insured Portfolio--
  Risk/Return Summary................    3
Michigan Insured
  Portfolio--Risk/Return Summary.....    6
New Jersey Insured
  Portfolio--Risk/Return Summary.....    9
New York Insured Portfolio--
  Risk/Return Summary................   12
Pennsylvania Insured Portfolio--
  Risk/Return Summary................   15
What You Can Expect From Your
  Investment.........................   19
  Monthly Income.....................   19
  Return Figures.....................   19
  Records and Reports................   19
The Risks You Face...................   20
  Interest Rate Risk.................   20
  Call Risk..........................   20
  Reduced Diversification Risk.......   20
  Liquidity Risk.....................   20
  Concentration Risk.................   20
  State Concentration Risk...........   22
  Bond Quality Risk..................   24
  Insurance Related Risk.............   25
  Litigation and Legislation Risks...   25
Selling or Exchanging Units..........   25
  Sponsors' Secondary Market.........   25
  Selling Units to the Trustee.......   25
  Exchange Option....................   26
How The Fund Works...................   26
  Pricing............................   26
  Evaluations........................   26
  Income.............................   27
  Expenses...........................   27
  Portfolio Changes..................   27
  Fund Termination...................   28
  Certificates.......................   28
  Trust Indenture....................   28
  Legal Opinion......................   29
  Auditors...........................   29
  Sponsors...........................   29
  Trustee............................   30
  Underwriters' and Sponsors'
    Profits..........................   30
  Public Distribution................   30
  Code of Ethics.....................   30
  Year 2000 Issues...................   30
Taxes................................   30
Supplemental Information.............   33
Financial Statements.................  D-1
</TABLE>

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

FLORIDA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $2,710,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  / / Airports/Ports/Highways           34%
<S>                                 <C>
  / / Hospitals/Health Care             18%
  / / Municipal Water/Sewer
      Utilities                         12%
  / / Special Tax Issues                18%
  / / Municipal Electric Utilities      18%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     airport/port/highway bonds, adverse
     developments in this sector may affect
     the value of your units.

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF FLORIDA SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO FLORIDA
     WHICH ARE BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       3
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.24
     Annual Income per unit:                        $50.93
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.28
     Evaluator's Fee
                                                    $0.54
     Other Operating Expenses
                                                    -----
                                                    $2.01
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR FLORIDA 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 Florida Series
     were offered between August 25, 1988 and
     December 6, 1996 and were outstanding on
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    4.33%     6.45%     6.04%     4.49%     7.65%     6.64%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -2.14      4.94      5.74     -0.21      5.98      6.32
 Low                     -7.67      3.19      5.56     -4.96      3.95      6.15
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               2.01%     5.14%     5.70%
</TABLE>

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

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

<TABLE>
<C>  <S>
 8.  IS THE FUND MANAGED?

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

                                       4
<PAGE>

<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the
     Sponsors and other broker-dealers. The
     Sponsors are listed later in this
     prospectus. Some banks may offer units
     for sale through special arrangements
     with the Sponsors, although certain legal
     restrictions may apply.

     UNIT PRICE PER UNIT               $947.04
     (as of October 29, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

MICHIGAN INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,085,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  / / General Obligation                39%
<S>                                 <C>
  / / Hospitals/Health Care             29%
  / / Special Tax Issues                16%
  / / Municipal Electric Utilities      16%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     general obligation and hospital/health
     care bonds, adverse developments in
     these sectors may affect the value of
     your units.

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF MICHIGAN SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO MICHIGAN
     WHICH ARE BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       6
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.29
     Annual Income per unit:                        $51.49
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.24
     Evaluator's Fee
                                                    $0.49
     Other Operating Expenses
                                                    -----
                                                    $1.92
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR MICHIGAN 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 Michigan Series
     were offered between June 20, 1989 and
     September 19, 1996 and were outstanding on
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

<TABLE>
<CAPTION>
                           WITH SALES FEE         NO SALES FEE
                         1 YEAR     5 YEARS    1 YEAR     5 YEARS
 <S>                    <C>        <C>        <C>        <C>
 -----------------------------------------------------------------
 High                     1.22%      6.30%      2.74%      7.49%
 Average                  -1.93      5.12       -0.10      6.16
 Low                      -5.88      3.13       -3.26      3.98

<C>  <S>

<C>  <S>
     managed and bonds are not sold because of market
     changes. Rather, experienced Defined Asset Funds
     financial analysts regularly review the bonds in
     the Fund. The Fund may sell a bond if certain
     adverse credit or other conditions exist.
</TABLE>

                                       7
<PAGE>

<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the
     Sponsors and other broker-dealers. The
     Sponsors are listed later in this
     prospectus. Some banks may offer units
     for sale through special arrangements
     with the Sponsors, although certain legal
     restrictions may apply.

     UNIT PRICE PER UNIT               $945.75
     (as of October 29, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

                                       8
<PAGE>
- --------------------------------------------------------------------------------

NEW JERSEY INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,660,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  / / Airports/Ports/Highways           16%
<S>                                 <C>
  / / General Obligation                5%
  / / Hospitals/Health Care             16%
  / / Housing                           16%
  / / Municipal Water/Sewer
      Utilities                         47%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     municipal water/sewer utility bonds,
     adverse developments in this sector may
     affect the value of your units.

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF NEW JERSEY SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO NEW
     JERSEY WHICH ARE BRIEFLY DESCRIBED UNDER
     STATE CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       9
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.08
     Annual Income per unit:                        $49.04
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.21
     Evaluator's Fee
                                                    $0.47
     Other Operating Expenses
                                                    -----
                                                    $1.87
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR NEW JERSEY PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New Jersey Series
     were offered between June 22, 1988 and
     September 19, 1996 and were outstanding on
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    1.38%     6.59%     6.12%     2.67%     7.78%     6.61%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.82      4.81      5.72     -0.04      5.86      6.29
 Low                     -6.50      3.02      5.52     -3.75      3.75      6.10
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.85%     5.18%     5.66%
</TABLE>

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

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

<TABLE>
<C>  <S>
 8.  IS THE FUND MANAGED?

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

                                       10
<PAGE>

<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the
     Sponsors and other broker-dealers. The
     Sponsors are listed later in this
     prospectus. Some banks may offer units
     for sale through special arrangements
     with the Sponsors, although certain
     legal restrictions may apply.

     UNIT PRICE PER UNIT              $935.49
     (as of October 29, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $5,775,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  / / Airports/Ports/Highways           35%
<S>                                 <C>
  / / Lease Rental Appropriation        29%
  / / Municipal Water/Sewer
      Utilities                         17%
  / / Refunded Bonds                    19%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     airport/port/highway and lease rental
     appropriation bonds, adverse
     developments in these sectors may affect
     the value of your units.

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF NEW YORK SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO NEW YORK
     WHICH ARE BRIEFLY DESCRIBED UNDER STATE
     CONCENTRATION RISKS LATER IN THIS
     PROSPECTUS.
</TABLE>

                                       12
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.32
     Annual Income per unit:                        $51.93
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.13
     Evaluator's Fee
                                                    $0.31
     Other Operating Expenses
                                                    -----
                                                    $1.63
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR NEW YORK PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New York Series
     were offered between January 14, 1988 and
     October 16, 1996 and were outstanding on
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    2.66%     6.84%     6.28%     3.90%     8.04%     6.88%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.64      4.63      5.93      0.17      5.63      6.52
 Low                     -7.50      2.83      5.67     -4.91      3.76      6.26
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.88%     4.94%     5.78%
</TABLE>

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

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

<TABLE>
<C>  <S>
 8.  IS THE FUND MANAGED?

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

                                       13
<PAGE>

<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the
     Sponsors and other broker-dealers. The
     Sponsors are listed later in this
     prospectus. Some banks may offer units
     for sale through special arrangements
     with the Sponsors, although certain
     legal restrictions may apply.

     UNIT PRICE PER UNIT              $981.76
     (as of October 29, 1999)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

                                       14
<PAGE>
- --------------------------------------------------------------------------------

PENNSYLVANIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,095,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  / / Airports/Ports/Highways           16%
<S>                                 <C>
  / / General Obligation                10%
  / / Lease Rental Appropriation        23%
  / / Municipal Water/Sewer
      Utilities                         39%
  / / Refunded Bonds                    12%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     municipal water/sewer utility bonds,
     adverse developments in this sector may
     affect the value of your units.

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF PENNSYLVANIA SO IT IS LESS
     DIVERSIFIED THAN A NATIONAL FUND AND IS
     SUBJECT TO RISKS PARTICULAR TO
     PENNSYLVANIA WHICH ARE BRIEFLY DESCRIBED
     UNDER STATE CONCENTRATION RISKS LATER IN
     THIS PROSPECTUS.
</TABLE>

                                       15
<PAGE>

<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.24
     Annual Income per unit:                        $50.89
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.69
     Trustee's Fee
                                                    $0.49
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.24
     Evaluator's Fee
                                                    $0.55
     Other Operating Expenses
                                                    -----
                                                    $1.97
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

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

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

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

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

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.94%     5.20%     5.63%
</TABLE>

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

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

<TABLE>
<C>  <S>
 8.  IS THE FUND MANAGED?

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

                                       16
<PAGE>

<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

     You can buy units from any of the
     Sponsors and other broker-dealers. The
     Sponsors are listed later in this
     prospectus. Some banks may offer units
     for sale through special arrangements
     with the Sponsors, although certain
     legal restrictions may apply.

     UNIT PRICE PER UNIT              $943.51
     (as of October 29, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

                                       17
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

                             FOR FLORIDA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            EFFECTIVE
TAXABLE INCOME 1999*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          3%        3.5%        4%        4.5%        5%        5.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

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

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 25,750      $      0- 43,050     15.00       3.53       4.12       4.71       5.29       5.88       6.47       7.06
  $ 27,751- 62,450      $ 43,051-104,050     28.00       4.17       4.86       5.56       6.25       6.94       7.64       8.33
  $ 62,451-130,250      $104,051-158,550     31.00       4.35       5.07       5.80       6.52       7.25       7.97       8.70
  $130,251-283,150      $158,551-283,150     36.00       4.69       5.47       6.25       7.03       7.81       8.59       9.38
OVER $283,151           OVER $283,151        39.60       4.97       5.79       6.62       7.45       8.28       9.11       9.93

<S>                    <C>        <C>
  $      0- 25,750       7.65       8.24
  $ 27,751- 62,450       9.03       9.72
  $ 62,451-130,250       9.42      10.14
  $130,251-283,150      10.16      10.94
OVER $283,151           10.76      11.59
</TABLE>

                             FOR MICHIGAN RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 1999*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          3%        3.5%        4%        4.5%        5%        5.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 1999*    TAX-FREE YIELD OF
    SINGLE RETURN         6%        6.5%
<S>                    <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 25,750      $      0- 43,050     18.74       3.69       4.31       4.92       5.54       6.15       6.77       7.38
  $ 25,751- 62,450      $ 43,051-104,050     31.17       4.36       5.08       5.81       6.54       7.26       7.99       8.72
  $ 62,451-130,250      $104,051-158,550     34.04       4.55       5.31       6.06       6.82       7.58       8.34       9.10
  $130,251-283,150      $158,551-283,150     38.82       4.90       5.72       6.54       7.35       8.17       8.99       9.81
OVER $283,151           OVER $283,151        42.26       5.20       6.06       6.93       7.79       8.66       9.53      10.39

<S>                    <C>
  $      0- 25,750       8.00
  $ 25,751- 62,450       9.44
  $ 62,451-130,250       9.85
  $130,251-283,150      10.62
OVER $283,151           11.26
</TABLE>

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

<CAPTION>

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

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 25,750      $      0- 43,050     16.49       4.79       5.39       5.99       6.59       7.18       7.78       8.38
  $ 25,751- 62,450      $ 43,051-104,050     31.98       5.88       6.62       7.35       8.09       8.82       9.56      10.29
  $ 62,451-130,250      $104,051-158,550     35.40       6.19       6.97       7.74       8.51       9.29      10.06      10.84
  $130,251-283,150      $158,551-283,150     40.08       6.68       7.51       8.34       9.18      10.01      10.85      11.68
OVER $283,151           OVER $283,151        43.45       7.07       7.96       8.84       9.73      10.61      11.49      12.38

<S>                    <C>        <C>
  $      0- 25,750       8.98       9.58
  $ 25,751- 62,450      11.03      11.76
  $ 62,451-130,250      11.61      12.38
  $130,251-283,150      12.52      13.35
OVER $283,151           13.26      14.15
</TABLE>

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

<CAPTION>

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

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                        $      0- 43,060     23.59       5.24       5.89       6.54       7.20       7.85       8.51       9.16
  $      0-25,750-                           23.63       5.24       5.89       6.55       7.20       7.86       8.51       9.17
  $ 25,751- 62,450      $ 43,051-104,050     35.35       6.19       6.96       7.73       8.51       9.28      10.05      10.83
  $ 62,451-130,250      $104,051-158,550     38.04       6.46       7.26       8.07       8.88       9.68      10.49      11.30
  $130,251-283,150      $158,551-283,150     42.53       6.96       7.83       8.70       9.57      10.44      11.31      12.18
OVER $283,151           OVER $283,151        45.77       7.38       8.30       9.22      10.14      11.06      11.98      12.91

<S>                    <C>        <C>
                         9.82      10.47
  $      0-25,750-       9.82      10.48
  $ 25,751- 62,450      11.60      12.37
  $ 62,451-130,250      12.11      12.91
  $130,251-283,150      13.05      13.92
OVER $283,151           13.83      14.75
</TABLE>

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

<CAPTION>

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

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 25,750      $      0- 43,050     20.82       5.05       5.68       6.31       6.95       7.58       8.21       8.84
  $ 25,751- 62,450      $ 43,051-104,050     32.93       5.96       6.71       7.46       8.20       8.95       9.69      10.44
  $ 62,451-130,250      $104,051-158,550     35.73       6.22       7.00       7.78       8.56       9.34      10.11      10.69
  $130,251-283,150      $158,551-283,150     40.38       6.71       7.55       8.39       9.23      10.06      10.90      11.74
OVER $283,151           OVER $283,151        43.74       7.11       8.00       8.89       9.78      10.66      11.55      12.44

<S>                    <C>        <C>
  $      0- 25,750       9.47      10.10
  $ 25,751- 62,450      11.18      11.93
  $ 62,451-130,250      11.67      12.45
  $130,251-283,150      12.58      13.42
OVER $283,151           13.33      14.22
</TABLE>

                           FOR PENNSYLVANIA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 1999*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          3%        3.5%        4%        4.5%        5%        5.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

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

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

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

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1999
federal and applicable State (and City) 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, investors are urged to consult their own tax advisers
in this regard.

                                       18
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:
  - elimination of one or more bonds from the Fund's portfolio because of calls,
    redemptions or sales;
  - a change in the Fund's expenses; or
  - the failure by a bond's issuer to pay interest.

Changes in interest rates generally will not affect your income because the
portfolio is fixed.

Along with your income, you will receive your share of any available bond
principal.

RETURN FIGURES

We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.

ESTIMATED CURRENT RETURN equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):

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

ESTIMATED LONG TERM RETURN is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.

Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.

These return quotations are designed to be comparative rather than predictive.

RECORDS AND REPORTS

You will receive:
- - a monthly statement of income payments and any principal payments;
- - a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
- - an annual report on Fund activity; and
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
  AMOUNT OF TAX-EXEMPT INTEREST RECEIVED DURING THE YEAR.

You may request:
- - copies of bond evaluations to enable you to comply with federal and state tax
  reporting requirements; and
- - audited financial statements of the Fund.

You may inspect records of Fund transactions at the Trustee's office during
regular business hours.

                                       19
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.

CALL RISK

Many bonds can be prepaid or "called" by the issuer before their stated
maturity.

For example, some bonds may be required to be called pursuant to mandatory
sinking fund provisions.

Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.

An issuer might call its bonds in extraordinary cases, including if:
  - it no longer needs the money for the original purpose;
  - the project is condemned or sold;
  - the project is destroyed and insurance proceeds are used to redeem the
    bonds;
  - any related credit support expires and is not replaced; or
  - interest on the bonds become taxable.

If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.

REDUCED DIVERSIFICATION RISK

If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.

LIQUIDITY RISK

You can always sell back your units, but we cannot assure you that a liquid
trading market will always exist for the bonds in the portfolio, especially
since current law may restrict the Fund from selling bonds to any Sponsor. The
bonds will generally trade in the over-the-counter market. The value of the
bonds, and of your investment, may be reduced if trading in bonds is limited or
absent.

CONCENTRATION RISK

When a certain type of bond makes up 25% or more of the portfolio, it is said to
be "concentrated" in that bond type, which makes the Portfolio less diversified.

Here is what you should know about the Michigan Portfolio's concentration in
hospital and health care bonds.
  - payment for these bonds depends on revenues from private third-party payors
    and government programs, including Medicare and Medicaid, which have
    generally undertaken cost containment measures to limit payments to health
    care providers;
  - hospitals face increasing competition resulting from hospital mergers and
    affiliations;
  - hospitals need to reduce costs as HMOs increase market penetration and
    hospital supply and drug companies raise prices;
  - hospitals and health care providers are subject to various legal claims by
    patients

                                       20
<PAGE>
    and others and are adversely affected by increasing costs of insurance; and
  - many hospitals are aggressively buying physician practices and assuming risk
    contracts to gain market share. If revenues do not increase accordingly,
    this practice could reduce profits;
  - Medicare is changing its reimbursement system for nursing homes. Many
    nursing home providers are not sure how they will be treated. In many cases,
    the providers may receive lower reimbursements and these would have to cut
    expenses to maintain profitability; and
  - most retirement/nursing home providers rely on entrance fees for operating
    revenues. If people live longer than expected and turnover is lower than
    budgeted, operating revenues would be adversely affected by less than
    expected entrance fees.

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

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

Here is what you should know about the New Jersey and Pennsylvania Portfolios'
concentrations in municipal water and sewer revenue bonds. The payment of
interest and principal of these bonds depends on the rates the utilities may
charge, the demand for their services and the cost of operating their business
which includes the expense of complying with environmental and other energy and
licensing laws and regulations. The operating results of utilities are
particularly influenced by:
  - increases in operating and construction costs; and
  - unpredicability of future usage requirements.

Here is what you should know about the Florida and New York Portfolios'
concentrations in airport/port/highway bonds. These bonds are dependent for
payment on revenues from financial projects including:
  - user fees from ports and airports;
  - tolls on turnpikes and bridges;
  - rents from buildings; and
  - additional financial resources including
    --federal and state subsidies,
    -- lease rentals paid by state or local governments, or
    -- the pledge of a special tax such as a sales tax or a property tax.

Airport income is largely affected by:

                                       21
<PAGE>
  - increased competition;
  - excess capacity; and
  - increased fuel costs.

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

STATE CONCENTRATION RISK

FLORIDA RISKS

GENERALLY

Florida's financial condition is affected by numerous national, economic, social
and environmental policies and conditions. For example:

  - south Florida is heavily involved with foreign tourism, trade and investment
    capital. As a result, the region is susceptible to international trade and
    currency imbalances and economic problems in Central and South America;

  - central and northern Florida are more vulnerable to agricultural problems,
    such as crop failures or severe weather conditions, especially in the citrus
    and sugar industries; and

  - the state as a whole is also very dependent on tourism and construction.

STATE AND LOCAL GOVERNMENT

The state of Florida and its local governments are restricted in their ability
to raise taxes and incur debts. These restrictions limit their ability to
generate revenue, and so could hurt their ability to pay debts.

General obligations of the state are rated Aa2 by Moody's, AA+ by Standard &
Poor's and AA by Fitch.

MICHIGAN RISKS

Because Michigan's leading sectors are closely integrated with the manufacturing
of durable goods, its economy is more cyclical than non-industrial states and
the nation as a whole. As a result:

  - any substantial national economic downturn will likely hurt Michigan's
    economy and its state and local governments;

  - because the state is highly reliant on the auto industry, its economy could
    be hurt by changes in that industry, expecially consolidation, plant
    closings and labor disputes;

  - while in the past the state's unemployment rate was higher than the national
    average, for several years it has been near or below the national average.

Certain tax changes have reduced or changed the mix of tax revenues of the state
and local governments. In recent years:

  - the state sales tax rate was raised;

  - the income tax rate was lowered;

  - an annual cap was imposed on property tax assessment increases; and

  - property taxes used for school funding were cut, and now schools are paid
    for by a combination of property taxes and general and restricted state
    revenues.

In addition, certain state laws limit the overall amount of state revenues that
can be raised from taxes, which could affect State operations and restrict the
sharing of revenue with local governments. This, combined with the above tax
changes, could hurt the value of Michigan bonds in the portfolio or make it more
difficult for

                                       22
<PAGE>
Michigan's local governments to pay their debt service.

The state's general obligation bonds are rated Aa1 by Moody's, AA+ by Standard &
Poor's and AA+ by Fitch.

NEW JERSEY RISKS

STATE AND LOCAL GOVERNMENT

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

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

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

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

  - elementary and secondary education, and

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

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

NEW YORK RISKS

GENERALLY

For decades, New York's economy has trailed the rest of the nation. Both the
state and New York City have experienced long-term structural imbalances between
revenues and expenses, and have repeatedly relied substantially on non-recurring
measures to achieve budget balance. The pressures that contribute to budgetary
problems at both the state and local level include:

  - the high combined state and local tax burden;

  - a decline in manufacturing jobs, leading to above-average unemployment;

  - sensitivity to the financial services industry; and

  - dependence on federal aid.

STATE GOVERNMENT

The State government frequently has difficulty approving budgets on time. Budget
gaps of $1 billion and $4 billion are projected for the next two years. The
State's general obligation bonds are rated A by Standard & Poor's and A2 by
Moody's. There is $37 billion of state-related debt outstanding.

                                       23
<PAGE>
NEW YORK CITY GOVERNMENT

Even though the City had budget surpluses each year from 1981, budget gaps of $2
billion are projected for each of the next three years. New York City faces
fiscal pressures from:

  - aging public facilities that need repair or replacement;

  - welfare and medical costs;

  - expiring labor contracts; and

  - a high and increasing debt burden.

The City requires substantial state aid, and its fiscal strength depends heavily
on the securities industry. Its general obligation bonds are rated A- by
Standard & Poor's and A3 by Moody's.

PENNSYLVANIA RISKS

GENERALLY

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

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

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

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

STATE AND LOCAL GOVERNMENTS

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

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

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

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

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

BOND QUALITY RISK

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

                                       24
<PAGE>
INSURANCE RELATED RISK

The bonds are backed by insurance companies (as shown under Portfolios).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state laws and federal initiatives and tax law changes could
significantly affect the insurance business. The claims-paying ability of the
insurance companies is generally rated A or better by Standard & Poor's or
another nationally recognized rating organization. The insurance company ratings
are subject to change at any time at the discretion of the rating agencies.

LITIGATION AND LEGISLATION RISKS

We do not know of any pending litigation that might have a material adverse
effect upon the Fund.

Future tax legislation could affect the value of the portfolio by:
  - limiting real property taxes,
  - reducing tax rates,
  - imposing a flat or other form of tax, or
  - exempting investment income from tax.

SELLING OR EXCHANGING UNITS

You can sell your units at any time for a price based on net asset value. Your
net asset value is calculated each business day by:
  - ADDING the value of the bonds, net accrued interest, cash and any other Fund
    assets;
  - SUBTRACTING accrued but unpaid Fund expenses, unreimbursed Trustee advances,
    cash held to buy back units or for distribution to investors and any other
    Fund liabilities; and
  - DIVIDING the result by the number of outstanding units.

Your net asset value when you sell may be more or less than your cost because of
sales fees, market movements and changes in the portfolio.

SPONSORS' SECONDARY MARKET

While we are not obligated to do so, we will buy back units at net asset value
without any other fee or charge. We may resell the units to other buyers or to
the Trustee. You should consult your financial professional for current market
prices to determine if other broker-dealers or banks are offering higher prices.

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

SELLING UNITS TO THE TRUSTEE

Regardless of whether we maintain a secondary market, you can sell your units to
the Trustee at any time by sending the Trustee a letter (with any outstanding
certificates if you hold Unit certificates). You must properly endorse your
certificates (or execute a written transfer instrument with signatures
guaranteed by an eligible institution). Sometimes, additional 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

                                       25
<PAGE>
Trustee will mail a check to you. Contact the Trustee for additional
information.

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

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

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

EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

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

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, 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.

                                       26
<PAGE>
In the past, the difference between bid and offer prices of publicly offered
tax-exempt bonds has ranged from 0.5% of face amount on actively traded issues
to 3.5% on inactively traded issues; the difference has averaged between 1 and
2%.

INCOME

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

EXPENSES

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

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

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

The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the Fund will owe the excess. The
Trustee has a lien on Fund assets to secure reimbursement of Fund expenses and
may sell bonds if cash is not available.

PORTFOLIO CHANGES

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

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

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which may affect the
composition of the portfolio. Units offered in the secondary

                                       27
<PAGE>
market may not represent the same face amount of bonds that they did originally.

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

FUND TERMINATION

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

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

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

CERTIFICATES

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

TRUST INDENTURE

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

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

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.

                                       28
<PAGE>
The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities.

Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.

Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:
  - remove it and appoint a replacement Sponsor;
  - liquidate the Fund; or
  - continue to act as Trustee without a Sponsor.

Merrill Lynch, Pierce, Fenner & Smith Incorporated acts as agent for the
Sponsors.

The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
counsel for the Sponsors, has given an opinion that the units are validly
issued. Special counsel located in the relevant states have given state and
local tax opinions.

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statements of Condition included in this
prospectus.

SPONSORS

The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
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

                                       29
<PAGE>
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE

The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee. It is supervised by
the Federal Deposit Insurance Corporation, the Board of Governors of the Federal
Reserve System and New York State banking authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

TAXES

The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special

                                       30
<PAGE>
circumstances or subject to special rules. You should consult your own tax
adviser about your particular circumstances.

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

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

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

                                       31
<PAGE>
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.

FLORIDA TAXES

In the opinion of Greenberg, Traurig, P.A., Miami, Florida, special counsel on
Florida tax matters:

Under the income tax laws of the State of Florida, the Florida Trust will not be
taxed as a corporation. Florida imposes an income tax on corporations but does
not impose a personal income tax. Accordingly, if you are an individual taxpayer
your income from the Trust will not be subject to tax in Florida. However, if
you are an entity that is normally taxed as a corporation, your income from the
fund will not be exempt from tax in Florida and special rules for taxation apply
depending on the type of entity. You should consult your tax adviser in this
regard.

Florida also imposes a tax on intangible personal property, such as stocks,
bonds, notes and units in trusts. The tax is imposed on Florida taxpayers as of
January 1st of each year. Florida exempts certain types of bonds and debt
obligations from this tax. Your units will be exempt from the intangible
personal property tax as long as at lease 90% of the Florida Trust is invested
exclusively in bonds and other debt obligations that are tax-exempt for Florida
purposes.

MICHIGAN TAXES

In the opinion of Miller, Canfield, Paddock and Stone, P.L.C. Bloomfield Hills,
Michigan, special counsel on Michigan tax matters:

Under the income tax laws of the State of Michigan, the Fund will not be taxed
as a corporation. If you are a Michigan taxpayer, your interest income from the
Fund will not be tax-exempt in Michigan except to the extent that the interest
is earned on bonds that are tax-exempt for Michigan purposes. Capital gain
distributions and capital gain or loss on your Fund units themselves will be
subject to Michigan income tax. 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.

NEW JERSEY TAXES

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

The Fund will not be taxed as a corporation under the current income tax laws of
the

                                       32
<PAGE>
State of New Jersey. Your income from the Fund may be subject to taxation
depending on where you live. If you are a New Jersey taxpayer your income from
the Fund (including gains on sales of bonds by the Fund) and gains on sales of
units by you will be tax-exempt to the extent that income and gains are earned
on bonds that are tax-exempt for New Jersey purposes. You should consult your
tax adviser as to the consequences to you with respect to any investment you
make in the Fund.

PENNSYLVANIA TAXES

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

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

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.

                                       33
<PAGE>

          MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
          (FLORIDA, MICHIGAN, NEW JERSEY, NEW YORK
          AND PENNSYLVANIA TRUSTS), DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Municipal Investment Trust Fund, Multistate Series - 49
          (Florida, Michigan, New Jersey, New York and Pennsylvania
          Trusts), Defined Asset Funds:

          We have audited the accompanying statements of condition of Municipal
          Investment Trust Fund, Multistate Series - 49 (Florida, Michigan, New
          Jersey, New York and Pennsylvania Trusts), Defined Asset Funds,
          including the portfolios, as of October 31, 1999 and the related
          statements of operations and of changes in net assets for the years
          ended October 31, 1999, 1998 and 1997. These financial statements are
          the responsibility of the Trustee. Our responsibility is to express an
          opinion on these financial statements based on our audits.

          We conducted our audits in accordance with generally accepted auditing
          standards. Those standards require that we plan and perform the audit
          to obtain reasonable assurance about whether the financial statements
          are free of material misstatement. An audit includes examining, on a
          test basis, evidence supporting the amounts and disclosures in the
          financial statements. Securities owned at October 31, 1999, 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 - 49 (Florida, Michigan, New
          Jersey, New York and Pennsylvania Trusts), Defined Asset Funds at
          October 31, 1999 and the results of their operations and changes in
          their net assets for the above-stated years in conformity with
          generally accepted accounting principles.


          DELOITTE & TOUCHE LLP

          New York, N.Y.
          December 1, 1999


                                     D - 1.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (FLORIDA TRUST), DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 1999

TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,661,337)(Note 1) ......                  $   2,507,662
  Accrued interest.............................                         35,530
  Cash - principal ............................                          9,063
                                                                 -------------
    Total trust property ......................                      2,552,255


LESS LIABILITIES:
  Income advance from Trustee.................. $       3,596
  Accrued Sponsors' fees ......................           995            4,591
                                                -------------    -------------


NET ASSETS, REPRESENTED BY:
  2,727 units of fractional undivided
     interest outstanding (Note 3) ............     2,516,725

  Undistributed net investment income .........        30,939    $   2,547,664
                                                -------------    =============

UNIT VALUE ($ 2,547,664 / 2,727 units).........                  $      934.24
                                                                 =============

                       See Notes to Financial Statements.


                                     D - 2.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (FLORIDA TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

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

  Interest income ........................    $   147,720      $   158,540       $   164,826
  Trustee's fees and expenses ............         (3,959)          (4,315)           (4,641)
  Sponsors' fees .........................         (1,179)          (1,125)           (1,165)
                                              ----------------------------------------------
  Net investment income ..................        142,582          153,100           159,020
                                              ----------------------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain (loss) on
    securities sold or redeemed ..........          6,316                             (8,239)
  Unrealized appreciation (depreciation)
    of investments .......................       (277,821)         109,788           110,746
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (271,505)         109,788           102,507
                                              ----------------------------------------------



NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (128,923)     $   262,888       $   261,527
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (FLORIDA TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended October 31,
                                                     1999            1998            1997
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   142,582      $   153,100       $   159,020
  Realized gain (loss) on
    securities sold or redeemed ..........          6,316                             (8,239)
  Unrealized appreciation (depreciation)
    of investments .......................       (277,821)         109,788           110,746
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (128,923)         262,888           261,527
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (143,265)        (153,069)         (159,072)
  Principal ..............................         (3,795)                           (15,307)
                                              ----------------------------------------------
  Total distributions ....................       (147,060)        (153,069)         (174,379)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (2,270)                            (3,079)
  Redemption amounts - principal .........       (252,974)                          (254,589)
                                              ----------------------------------------------
  Total share transactions ...............       (255,244)                          (257,668)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (531,227)         109,819          (170,520)

NET ASSETS AT BEGINNING OF YEAR ..........      3,078,891        2,969,072         3,139,592
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,547,664      $ 3,078,891       $ 2,969,072
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     51.20      $     51.40       $     51.45
                                              ==============================================
  Principal distributions during
    year .................................    $      1.32                        $      5.14
                                              =================                  ===========
  Net asset value at end of
    year .................................    $    934.24      $  1,033.88       $    997.00
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            251                                272
  Outstanding at end of year .............          2,727            2,978             2,978
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (FLORIDA 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.

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

          Cost of 2,727 units at Date of Deposit ................  $ 2,810,675
          Less sales charge .....................................      126,479
                                                                   -----------
          Net amount applicable to Holders ......................    2,684,196
          Redemptions of units - net cost of 523 units redeemed
            less redemption amounts (principal)..................        7,229
          Realized loss on securities sold or redeemed ..........       (1,923)
          Principal distributions ...............................      (19,102)
          Unrealized depreciation of investments.................     (153,675)
                                                                   -----------

          Net capital applicable to Holders .....................  $ 2,516,725
                                                                   ===========

    4.    INCOME TAXES

          As of October 31, 1999, unrealized depreciation of investments, based
          on cost for Federal income tax purposes, aggregated $153,675, all of
          which related to depreciated securities. The cost of investment
          securities for Federal income tax purposes was $2,661,337 at October
          31, 1999.


                                     D - 5.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (FLORIDA TRUST)(INSURED), DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 1999

<TABLE>
<CAPTION>
                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Dade Cnty., FL, Pub. Fac. Rev. Bonds      AAA      $   500,000    5.250  %     2023         06/01/03   $   485,365 $   450,640
     (Jackson Mem. Hosp.), Ser. 1993                                                             @ 102.000
     (MBIA Ins.)

  2  Florida Mun. Pwr. Agency, St. Lucie       AAA          500,000    5.250        2021         10/01/02       485,715     456,850
     Proj. Rfdg. Rev. Bonds, Ser. 1992                                                           @ 102.000
     (Financial Guaranty Ins.)

  3  Hillsborough Cnty. Aviation Auth., FL,    AAA          315,000    5.600        2019         10/01/03       319,082     303,925
     Tampa lnternational Airport. Rev. Rfdg.                                                     @ 102.000
     Bonds, Ser. 1993 B
     (Financial Guaranty Ins.)

  4  Orange Cnty., FL, Sales Tax Rev. Bonds,   AAA          500,000    5.375        2024         01/01/03       494,435     462,745
     Ser. 1993 B (Financial Guaranty Ins.)                                                       @ 102.000


  5  South Florida Wtr. Management Dist.,      AAA          290,000    5.250        2015         10/01/03       284,435     274,705
     Spec. Oblig. Land Acquisition Rfdg.                                                         @ 102.000
     Bonds Ser. 1993 (AMBAC Ins.)

  6  State of Florida, Orlando-Orange Cnty.    AAA          145,000    5.500        2018         07/01/03       145,608     138,633
     Expwy. Auth., Sr. Lien Rev. Rfdg.                                                           @ 102.000
     Bonds, Ser. of 1993
     (Financial Guaranty Ins.)

  7  State of Florida, Orlando-Orange Cnty.    AAA          460,000    5.250        2022         07/01/03       446,697     420,164
     Expressway Auth., Senior Lien Rev.                                                          @ 101.000
     Rfdg. Bonds, Ser. of 1993 A
     (Financial Guaranty Ins.)

                                                        -----------                                         ----------- -----------
                                                        $ 2,710,000                                         $ 2,661,337 $ 2,507,662
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes to Portfolios on page D - 27.


                                     D - 6.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (MICHIGAN TRUST), DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 1999

     TRUST PROPERTY:

       Investment in marketable securities
          at value (cost $ 3,029,518)(Note 1) ....                 $   2,845,874
       Accrued interest...........................                        58,688
       Cash - principal ..........................                        12,720
                                                                   -------------
         Total trust property ....................                     2,917,282


     LESS LIABILITIES:
       Income advance from Trustee................ $      20,905
       Accrued Sponsors' fees ....................           769          21,674
                                                   -------------   -------------


     NET ASSETS, REPRESENTED BY:
       3,099 units of fractional undivided
          interest outstanding (Note 3) ..........     2,858,594

       Undistributed net investment income .......        37,014   $   2,895,608
                                                   -------------   =============

     UNIT VALUE ($ 2,895,608 / 3,099 units).......                 $      934.37
                                                                   =============

                       See Notes to Financial Statements.


                                     D - 7.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (MICHIGAN TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

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

  Interest income ........................    $   168,167      $   174,377       $   174,375
  Trustee's fees and expenses ............         (4,236)          (4,542)           (4,781)
  Sponsors' fees .........................           (970)          (1,217)           (1,181)
                                              ----------------------------------------------
  Net investment income ..................        162,961          168,618           168,413
                                              ----------------------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........          6,783
  Unrealized appreciation (depreciation)
    of investments .......................       (327,289)         122,700           133,990
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (320,506)         122,700           133,990
                                              ----------------------------------------------



NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (157,545)     $   291,318       $   302,403
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 8.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (MICHIGAN TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended October 31,
                                                     1999            1998            1997
                                                     ----            ----            ----
 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   162,961      $   168,618       $   168,413
  Realized gain on
    securities sold or redeemed ..........          6,783
  Unrealized appreciation (depreciation)
    of investments .......................       (327,289)         122,700           133,990
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (157,545)         291,318           302,403
                                              ----------------------------------------------

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)..       (162,896)        (168,578)         (168,415)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (1,604)
  Redemption amounts - principal .........       (154,088)
                                              ----------------------------------------------
  Total share transactions ...............       (155,692)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (476,133)         122,740           133,988

NET ASSETS AT BEGINNING OF YEAR ..........      3,371,741        3,249,001         3,115,013
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,895,608      $ 3,371,741       $ 3,249,001
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     51.76      $     51.87       $     51.82
                                              ==============================================

  Net asset value at end of
    year .................................    $    934.37      $  1,037.46       $    999.69
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            151
  Outstanding at end of year .............          3,099            3,250             3,250
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 9.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (MICHIGAN 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.

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

          Cost of 3,099 units at Date of Deposit .................. $ 3,184,656
          Less sales charge .......................................     143,304
                                                                     -----------
          Net amount applicable to Holders ........................   3,041,352
          Redemptions of units - net cost of 151 units redeemed
            less redemption amounts (principal)....................      (5,897)
          Realized gain on securities sold or redeemed ............       6,783
          Unrealized depreciation of investments...................    (183,644)
                                                                     -----------

          Net capital applicable to Holders ....................... $ 2,858,594
                                                                     ===========

    4.    INCOME TAXES

          As of October 31, 1999, unrealized depreciation of investments, based
          on cost for Federal income tax purposes, aggregated $183,644, all of
          which related to depreciated securities. The cost of investment
          securities for Federal income tax purposes was $3,029,518 at October
          31, 1999.


                                    D - 10.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (MICHIGAN TRUST)(INSURED), DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 1999

<TABLE>
<CAPTION>
                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Brighton Area Schools, Cnty. of           AAA      $   250,000    5.250  %     2020         05/01/03   $   241,333 $   227,773
     Livingston, MI, 1993 Rfdg. Bonds, Ser. I                                                    @ 101.500
     (G.O. - Unlimited Tax) (FSA Ins.)

  2  Caldonia Comm. Schools, Counties of       AAA          435,000    5.500        2022         05/01/03       436,836     409,352
     Kent, Allegan and Barry, MI, 1993 Rfdg.                                                     @ 102.000
     Bonds (G.O. - Unlimited Tax) (AMBAC Ins.)


  3  Cnty. of Jackson, MI, Hosp. Fin. Auth.,   AAA          500,000    5.250        2023         06/01/03       478,300     444,900
     Hosp. Rev. Rfdg. Bonds (W.A. Foote                                                          @ 102.000
     Mem. Hosp.), Ser. 1993 A
     (Financial Guaranty Ins.)

  4  Livonia Pub. Schools, Cnty. of Wayne,     AAA          500,000    5.500        2021         05/01/03       502,110     471,745
     MI, 1993 Rfdg. Bonds (G.O.- Unlimited                                                       @ 102.000
     Tax) (Financial Guaranty Ins.)

  5  Michigan State Hosp. Fin. Auth., Hosp.    AAA          400,000    5.250        2021         08/15/03       379,004     358,384
     Rev. Rdfg. Bonds (Sisters Of Mercy                                                          @ 102.000
     Hlth. Corp. Obligated Group),
     1993 Ser. P (MBIA Ins.)

  6  State of Michigan, State Trunk Line       AAA          500,000    5.500        2021         10/01/02       501,715     471,450
     Fund Bonds, Ser. 1992 A (MBIA Ins.)                                                         @ 100.000

  7  The City of Grand Haven, MI, Elec. Sys.   AAA          500,000    5.250        2016         07/01/03       490,220     462,270
     Rev. Rfdg. Bonds, 1993 Ser. (MBIA Ins.)                                                     @ 102.000

                                                        -----------                                         ----------- -----------
                                                        $ 3,085,000                                         $ 3,029,518 $ 2,845,874
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes To Portfolios on page D - 27.


                                    D - 11.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 1999

<TABLE>
<S>                                                       <C>             <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 3,565,646)(Note 1) .........                   $   3,336,620
       Accrued interest................................                          55,353
       Cash - principal ...............................                           6,013
                                                                          -------------
         Total trust property .........................                       3,397,986


     LESS LIABILITIES:
       Income advance from Trustee.....................  $      11,972
       Accrued Sponsors' fees .........................          1,313           13,285
                                                         -------------    -------------


     NET ASSETS, REPRESENTED BY:
       3,673 units of fractional undivided
          interest outstanding (Note 3) ...............      3,342,633

       Undistributed net investment income ............         42,068    $   3,384,701
                                                         -------------    =============

     UNIT VALUE ($ 3,384,701 / 3,673 units)............                   $      921.51
                                                                          =============
</TABLE>

                       See Notes to Financial Statements.


                                    D - 12.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

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

  Interest income ........................    $   188,299      $   192,585       $   196,252
  Trustee's fees and expenses ............         (4,840)          (5,090)           (5,505)
  Sponsors' fees .........................         (1,547)          (1,415)           (1,404)
                                              ----------------------------------------------
  Net investment income ..................        181,912          186,080           189,343
                                              ----------------------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain (loss) on
    securities sold or redeemed ..........          4,060                               (272)
  Unrealized appreciation (depreciation)
    of investments .......................       (368,857)         141,396           174,179
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (364,797)         141,396           173,907
                                              ----------------------------------------------



NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (182,885)     $   327,476       $   363,250
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 13.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended October 31,
                                                     1999            1998            1997
                                                     ----            ----            ----
 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   181,912      $   186,080       $   189,343
  Realized gain (loss) on
    securities sold or redeemed ..........          4,060                               (272)
  Unrealized appreciation (depreciation)
    of investments .......................       (368,857)         141,396           174,179
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (182,885)         327,476           363,250
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (182,094)        (187,176)         (189,399)
  Principal ..............................                          (3,776)          (13,135)
                                              ----------------------------------------------
  Total distributions ....................       (182,094)        (190,952)         (202,534)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (1,085)                              (875)
  Redemption amounts - principal .........       (103,518)                           (73,364)
                                              ----------------------------------------------
  Total share transactions ...............       (104,603)                           (74,239)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (469,582)         136,524            86,477

NET ASSETS AT BEGINNING OF YEAR ..........      3,854,283        3,717,759         3,631,282
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 3,384,701      $ 3,854,283       $ 3,717,759
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     49.23      $     49.57       $     49.25
                                              ==============================================
  Principal distributions during
    year .................................                     $      1.00       $      3.41
                                                               =============================
  Net asset value at end of
    year .................................    $    921.51      $  1,020.73       $    984.58
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            103                                 76
  Outstanding at end of year .............          3,673            3,776             3,776
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 14.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS


          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

          Cost of 3,673 units at Date of Deposit .................. $ 3,753,917
          Less sales charge .......................................     168,922
                                                                    -----------
          Net amount applicable to Holders ........................   3,584,995
          Redemptions of units - net cost of 327 units redeemed
            less redemption amounts (principal)....................       8,410
          Realized loss on securities sold or redeemed ............      (4,835)
          Principal distributions .................................     (16,911)
          Unrealized depreciation of investments...................    (229,026)
                                                                    -----------

          Net capital applicable to Holders ....................... $ 3,342,633
                                                                    ===========

    4.    INCOME TAXES

          As of October 31, 1999, unrealized depreciation of investments, based
          on cost for Federal income tax purposes, aggregated $229,026, all of
          which related to depreciated securities. The cost of investment
          securities for Federal income tax purposes was $3,565,646 at October
          31, 1999.


                                    D - 15.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW JERSEY TRUST)(INSURED), DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 1999

<TABLE>
<CAPTION>
                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Cape May Cnty., NJ, Mun. Utilities        AAA      $   600,000    5.000  %     2016         01/01/03   $   580,446 $   547,080
     Auth., Swr. Rev. Rfdg. Bonds, Ser.                                                          @ 102.000
     1993-B (Financial Guaranty Ins.)

  2  City of Perth Amboy, Cnty. of             AAA          140,000    5.300        2011         09/01/03       140,599     139,139
     Middlesex, NJ, Qualified Rfdg.                                                              @ 102.000
     Bonds of 1993, Ser. A (FSA Ins.)

  3  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          600,000    5.000        2021         07/01/03       573,984     527,718
     Rev. Bonds, St. Peter's Med. Ctr.                                                           @ 102.000
     Issue, Ser. 1993 F (MBIA Ins.)

  4  New Jersey Hsg. and Mtge. Fin. Agy.,      AAA          600,000    5.350        2015         10/01/03       598,500     568,566
     Home Buyer Rev. Bonds, 1993 Ser. G                                                          @ 102.000
     (MBIA Ins.)

  5  Pequannock, Lincoln Park and Fairfield    AAA          520,000    5.000        2015         12/01/03       503,100     476,835
     Sewarage Auth., NJ, Rev. Rfdg.                                                              @ 102.000
     Bonds, 1993 Ser. E-1 (MBIA Ins.)

  6  The Passaic Valley Water Comm., 1993      AAA          600,000    5.000        2022         12/15/03       573,402     528,846
     Wtr. Supply Sys. Rev. Rfdg. Bonds,                                                          @ 102.000
     Ser. A (Financial Guaranty Ins.)

  7  The Port Auth. of New York and New        AAA          600,000    5.250        2021         07/15/03       595,615     548,436
     Jersey, Consolidated Bonds, Eighty-                                                         @ 101.000
     Seventh Ser. 1993
     (Financial Guaranty Ins.)

                                                        -----------                                         ----------- -----------
                                                        $ 3,660,000                                         $ 3,565,646 $ 3,336,620
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes to Portfolios on page D - 27.


                                    D - 16.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW YORK TRUST), DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 1999

TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 5,767,188)(Note 1) .......                  $   5,540,406
  Accrued interest..............................                        104,001
  Cash - income ................................                            184
  Cash - principal .............................                         12,661
                                                                  -------------
    Total trust property .......................                      5,657,252


LESS LIABILITIES:
  Income advance from Trustee................... $      32,080
  Accrued Sponsors' fees .......................         2,092           34,172
                                                 -------------    -------------


NET ASSETS, REPRESENTED BY:
  5,792 units of fractional undivided
     interest outstanding (Note 3) .............     5,553,067

  Undistributed net investment income ..........        70,013    $   5,623,080
                                                 -------------    =============

UNIT VALUE ($ 5,623,080 / 5,792 units)..........                  $      970.84
                                                                  =============

                       See Notes to Financial Statements.


                                    D - 17.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW YORK TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

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

  Interest income ........................    $   314,908      $   346,681       $   371,324
  Trustee's fees and expenses ............         (6,413)          (7,125)           (7,828)
  Sponsors' fees .........................         (2,501)          (2,513)           (2,534)
                                              ----------------------------------------------
  Net investment income ..................        305,994          337,043           360,962
                                              ----------------------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain (loss) on
    securities sold or redeemed ..........         12,628           42,188            (3,423)
  Unrealized appreciation (depreciation)
    of investments .......................       (464,803)         245,701           276,340
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (452,175)         287,889           272,917
                                              ----------------------------------------------



NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (146,181)     $   624,932       $   633,879
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 18.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW YORK TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended October 31,
                                                     1999            1998            1997
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   305,994      $   337,043       $   360,962
  Realized gain (loss) on
    securities sold or redeemed ..........         12,628           42,188            (3,423)
  Unrealized appreciation (depreciation)
    of investments .......................       (464,803)         245,701           276,340
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (146,181)         624,932           633,879
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (306,436)        (336,816)         (361,182)
  Principal ..............................                         (37,737)
                                              ----------------------------------------------
  Total distributions ....................       (306,436)        (374,553)         (361,182)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (2,352)          (9,290)           (2,649)
  Redemption amounts - principal .........       (230,065)        (768,843)         (230,189)
                                              ----------------------------------------------
  Total share transactions ...............       (232,417)        (778,133)         (232,838)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (685,034)        (527,754)           39,859

NET ASSETS AT BEGINNING OF YEAR ..........      6,308,114        6,835,868         6,796,009
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 5,623,080      $ 6,308,114       $ 6,835,868
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     52.08      $     52.13       $     52.23
                                              ==============================================
  Principal distributions during
    year .................................                     $      6.15
                                                               ==================
  Net asset value at end of
    year .................................    $    970.84      $  1,048.21       $  1,010.18
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            226              749               233
  Outstanding at end of year .............          5,792            6,018             6,767
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 19.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW YORK 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.

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

          Cost of 5,792 units at Date of Deposit .................. $ 6,060,864
          Less sales charge .......................................     272,761
                                                                    -----------
          Net amount applicable to Holders ........................   5,788,103
          Redemptions of units - net cost of 1,208 units redeemed
            less redemption amounts (principal)....................     (21,910)
          Realized gain on securities sold or redeemed ............      51,393
          Principal distributions .................................     (37,737)
          Net unrealized depreciation of investments...............    (226,782)
                                                                    -----------

          Net capital applicable to Holders ....................... $ 5,553,067
                                                                    ===========

    4.    INCOME TAXES

          As of October 31, 1999, net unrealized depreciation of investments,
          based on cost for Federal income tax purposes, aggregated $226,782, of
          which $ 245,397 related to depreciated securities and $ 18,615 related
          to appreciated securities. The cost of investment securities for
          Federal income tax purposes was $5,767,188 at October 31, 1999.


                                    D - 20.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (NEW YORK TRUST)(INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of October 31, 1999

<TABLE>
<CAPTION>

                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Dorm. Auth., of the State of New York,    AAA      $   660,000    5.625  %     2012         07/01/02   $   674,547 $   663,029
     Ins. Rev. Bonds, Upstate Comm. Colleges,                                                     @ 102.000
     1992 A Issues. (Connie Lee Ins.)

  2  Dormitory Auth. of the State of New       AAA        1,000,000    5.000        2014         07/01/03       962,530     914,210
     York, City Univ. Sys. Consolidated                                                          @ 100.000
     Rev. Bonds, Ser. 1993 F
     (Financial Guaranty Ins.)

  3  New York City, NY, Mun. Fin. Auth.,       AAA        1,000,000    5.750        2018         06/15/02     1,027,930     980,890
     Wtr.& Sys. Rev. Bonds, Fiscal                                                               @ 101.500
     1993, Ser. A (AMBAC Ins.)

  4  New York State Thruway Auth., Gen.        AAA          960,000    5.750        2019(5)      01/01/02       993,523   1,004,995
     Rev. Bonds, Ser. A                                                                          @ 102.000
     (Financial Guaranty Ins.)

  5  Power Auth. of the State of New York,     AAA          155,000    5.250        2018(5)      01/01/03       153,938     161,082
     Gen. Purp. Bonds, 1993 Ser. CC (MBIA Ins.)                                                  @ 102.000

  6  The Port Auth. of New York and New        AAA        1,000,000    5.250        2021         07/15/03       992,690     914,060
     Jersey, Consolidated Bonds, Eighty-                                                         @ 101.000
     Seventh Ser. 1993
     (Financial Guarnty Ins.)


  7  Triborough Bridge and Tunnel Auth., NY,   AAA        1,000,000    5.000        2015         01/01/03       962,030     902,140
     Gen. Purpose Rev. Bonds, Ser. 1993 A                                                        @ 100.000
     (MBIA Ins.)

                                                        -----------                                         ----------- -----------
                                                        $ 5,775,000                                         $ 5,767,188 $ 5,540,406
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes to Portfolios on page D - 27.


                                    D - 21.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 1999

     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 3,034,001)(Note 1) ..                   $   2,869,315
       Accrued interest.........................                          65,451
       Cash - principal ........................                           3,632
                                                                   -------------
         Total trust property ..................                       2,938,398


     LESS LIABILITIES:
       Income advance from Trustee..............  $      24,180
       Accrued Sponsors' fees ..................          1,160           25,340
                                                  -------------    -------------


     NET ASSETS, REPRESENTED BY:
       3,126 units of fractional undivided
          interest outstanding (Note 3) ........      2,872,947

       Undistributed net investment income .....         40,111    $   2,913,058
                                                  -------------    =============

     UNIT VALUE ($ 2,913,058 / 3,126 units).....                   $      931.88
                                                                   =============

                       See Notes to Financial Statements.


                                    D - 22.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

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

  Interest income ........................    $   171,234      $   202,349       $   209,500
  Trustee's fees and expenses ............         (4,451)          (5,092)           (5,461)
  Sponsors' fees .........................         (1,397)          (1,448)           (1,421)
                                              ----------------------------------------------
  Net investment income ..................        165,386          195,809           202,618
                                              ----------------------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........         12,682            6,151
  Unrealized appreciation (depreciation)
    of investments .......................       (307,292)         120,168           150,951
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (294,610)         126,319           150,951
                                              ----------------------------------------------



NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (129,224)     $   322,128       $   353,569
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 23.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended October 31,
                                                     1999            1998            1997
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   165,386      $   195,809       $   202,618
  Realized gain on
    securities sold or redeemed ..........         12,682            6,151
  Unrealized appreciation (depreciation)
    of investments .......................       (307,292)         120,168           150,951
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (129,224)         322,128           353,569
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (166,061)        (195,805)         (202,644)
  Principal ..............................        (29,881)                            (3,122)
                                              ----------------------------------------------
  Total distributions ....................       (195,942)        (195,805)         (205,766)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (5,397)          (4,068)
  Redemption amounts - principal .........       (468,291)        (320,148)
                                              ----------------------------------------------
  Total share transactions ...............       (473,688)        (324,216)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (798,854)        (197,893)          147,803

NET ASSETS AT BEGINNING OF YEAR ..........      3,711,912        3,909,805         3,762,002
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,913,058      $ 3,711,912       $ 3,909,805
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     51.24      $     51.83       $     51.92
                                              ==============================================
  Principal distributions during
    year .................................    $      8.97                        $      0.80
                                              =================                  ===========
  Net asset value at end of
    year .................................    $    931.88      $  1,034.82       $  1,001.74
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            461              316
  Outstanding at end of year .............          3,126            3,587             3,903
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 24.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS


          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

          Cost of 3,126 units at Date of Deposit .................  $ 3,223,093
          Less sales charge ......................................      145,042
                                                                    -----------
          Net amount applicable to Holders .......................    3,078,051
          Redemptions of units - net cost of 874 units redeemed
            less redemption amounts (principal)...................      (24,044)
          Realized gain on securities sold or redeemed ...........       16,629
          Principal distributions ................................      (33,003)
          Net unrealized depreciation of investments..............     (164,686)
                                                                    -----------

          Net capital applicable to Holders ......................  $ 2,872,947
                                                                    ===========

    4.    INCOME TAXES

          As of October 31, 1999, net unrealized depreciation of investments,
          based on cost for Federal income tax purposes, aggregated $164,686, of
          which $ 174,562 is related to depreciated securities and $ 9,876 is
          related to appreciated securities. The cost of investment securities
          for Federal income tax purposes was $3,034,001 at October 31, 1999.


                                    D - 25.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
     (PENNSYLVANIA TRUST)(INSURED), DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 1999

<TABLE>
<CAPTION>
                                             Rating of                                            Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  City of Philadelphia, PA, Water and       AAA      $   600,000    5.250  %     2023         06/15/03   $   582,420 $   540,714
     Wastewater Rev. Bonds, Ser. 1993                                                            @ 102.000
     (MBIA  Ins.)

  2  Commonwealth of Pennsylvania, Certs.      AAA          465,000    5.000        2015         07/01/03       439,620     408,251
     of Participation, Ser. 1993 A                                                               @ 102.000
     (AMBAC Ins.)

  3  Norristown Municipal Waste Auth.,         AAA          600,000    5.125        2023         11/15/03       571,320     528,822
     Norristown, Montgomery Cnty., PA, Swr.                                                      @ 102.000
     Rev. Bonds, Ser. of 1993
     (Financial Guaranty Ins.)

  4  Pennsylvania Intergovernmental Coop.      AAA          370,000    5.625        2023(5)      06/15/03       373,393     383,268
     Auth., Spec. Tax Rev. Bonds (City of                                                        @ 100.000
     Philadelphia Funding Prog.),
     Ser. of 1993 (MBIA Ins.)

  5  Pennsylvania Tpke. Comm., Tpke. Rev.      AAA          490,000    5.500        2017         12/01/02       491,989     468,357
     Bonds, Ser. O of 1992                                                                       @ 102.000
     (Financial Guaranty Ins.)

  6  The Philadelphia Mun. Auth., PA, Rev.     AAA          260,000    5.625        2018         11/15/03       263,970     249,582
     Rfdg. Bonds, 1993 Ser. A                                                                    @ 102.000
     (Financial Guaranty Ins.)

  7  Wayne Cnty., PA, Hosp. and Hlth. Fac.     AAA          310,000    5.600        2023         07/01/03       311,289     290,321
     Auth., Cnty. Gtd. Hlth. Fac. Rev.                                                           @ 102.000
     Bonds, Ser. of 1993 (Wayne Woodlands
     Manor Proj.) (MBIA Ins)

                                                        -----------                                         ----------- -----------
                                                        $ 3,095,000                                         $ 3,034,001 $ 2,869,315
                                                        ===========                                         =========== ===========
</TABLE>

                     See Notes to Portfolios on page D - 27.


                                    D - 26.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 49
(FLORIDA, MICHIGAN, NEW JERSEY, NEW YORK AND
PENNSYLVANIA TRUSTS), DEFINED ASSET FUNDS


NOTES TO PORTFOLIOS
As of October 31, 1999

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

(2)   See Notes to Financial Statements.

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

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

(5)   Bonds with an aggregate face amount of $ 1,115,000 of the New York Trust
      and $ 370,000 of the Pennsylvania Trust have been pre-refunded and are
      expected to be called for redemption on the optional redemption provision
      dates shown.


                                    D - 27.

<PAGE>

DEFINED ASSET FUNDS--REGISTERED TRADEMARK--

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--49
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         33-50245) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                     14643--1/00
</TABLE>
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

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

    The facing sheet of Form S-6.

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

    The Prospectus.

    The Signatures.

The following exhibits:

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

    4.1 --Consent of the Evaluator.

    5.1 --Consent of independent accountants.

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

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--49
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--49, DEFINED ASSET FUNDS,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 19TH DAY OF
JANUARY, 2000.

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

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

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

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

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

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

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

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

     GEORGE A. SCHIEREN
     JOHN L. STEFFENS

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

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

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

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

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

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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

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

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

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085,
  Reynolds Inc.:                            333-13039, 333-47553 and 333-89045
</TABLE>

     BRUCE F. ALONSO
     RICHARD M. DeMARTINI
     RAYMOND J. DROP
     JAMES F. HIGGINS
     JOHN J. MACK
     MITCHELL M. MERIN
     STEPHEN R. MILLER
     PHILIP J. PURCELL
     JOHN H. SCHAEFER
     THOMAS C. SCHNEIDER
     ALAN A. SCHRODER
     ROBERT G. SCOTT
     By MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)

                                      R-7


                                                                     EXHIBIT 4.1

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

                                                      January 19, 2000

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

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

The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004
</TABLE>

RE: MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES--49, DEFINED ASSET FUNDS

Gentlemen:

  We have examined the post-effective Amendment to the Registration Statement
File No. 33-50245 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

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

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

                                                      Sincerely,
                                                      FRANK A. CICCOTTO
                                                      Vice President



                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--49 (Florida, Michigan, New
Jersey, New York and Pennsylvania Trusts), Defined Asset Funds

We consent to the use in this Post-Effective Amendment No. 6 to Registration
Statement No. 33-50245 of our opinion dated December 1, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "Miscellaneous--Auditors" in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
January 19, 2000



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