MUNICIPAL INVT TR FD MULTISTATE SER 51 DEFINED ASSET FUNDS
485BPOS, 2001-01-17
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2001

                                                       REGISTRATION NO. 33-50569
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

                         POST-EFFECTIVE AMENDMENT NO. 7
                                       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--51
                              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,                               SALOMON SMITH BARNEY INC.
     FENNER & SMITH                                         388 GREENWICH
      INCORPORATED                                       STREET--23RD FLOOR
   DEFINED ASSET FUNDS                                   NEW YORK, NY 10013
  POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051
</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        NORA M. JORDAN, ESQ.     DEAN WITTER REYNOLDS INC.
   NEW YORK, NY 10292        450 LEXINGTON AVENUE          TWO WORLD TRADE
                              NEW YORK, NY 10017         CENTER--59TH FLOOR
                                                         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 will file the Rule 24f-2 Notice for the most
recent fiscal year in March, 2001.

Check box if it is proposed that this filing will become effective on January
26, 2001 pursuant to paragraph (b) of Rule 485.  /X/
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
                           ----------------------------------------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--51
                           (A UNIT INVESTMENT TRUST)

                           -  MICHIGAN, 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
INCORPORATED               upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated January 26, 2001.

<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 31, 2000, THE
EVALUATION DATE.

CONTENTS

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

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

MICHIGAN INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Fund plans to hold to maturity 8 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
/ /Airports/Ports/Highways                                16%
/ /General Obligation                                     32%
/ /Hospitals/Health Care                                  16%
/ /Municipal Water/Sewer Utilities                        16%
/ /Refunded Bonds                                         15%
/ /Special Tax Issues                                      5%
</TABLE>

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

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

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

   ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF 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.

                                       3
<PAGE>
 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want federally tax-free income. You will benefit from a
   professionally selected and supervised portfolio whose risk is reduced by
   investing in insured bonds of several different issuers.

   The Fund is NOT appropriate for you if you want a speculative investment that
   changes to take advantage of market movements, if you do not want a
   tax-advantaged investment or if you cannot tolerate any risk.

                               DEFINING YOUR INCOME

<TABLE>
<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:                    $4.31
Annual Income per unit:                             $51.81
THESE FIGURES ARE ESTIMATES DETERMINED ON THE EVALUATION
DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)                                    2.90%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<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>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.70
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.50
Evaluator's Fee                                      $0.41
Other Operating Expenses                             $0.46
                                                     -----
TOTAL                                                $2.07
</TABLE>

   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 after 1987 and
   were outstanding on September 30, 2000. OF COURSE, PAST PERFORMANCE OF PRIOR
   SERIES IS NO GUARANTEE OF FUTURE RESULTS OF THIS FUND.

   AVERAGE ANNUAL COMPOUND TOTAL RETURNS
                    FOR PRIOR SERIES
    REFLECTING ALL EXPENSES. FOR PERIODS ENDED 9/30/00.

<TABLE>
<CAPTION>
               WITH SALES FEE          NO SALES FEE
               1 YEAR     5 YEARS     1 YEAR     5 YEARS
<S>         <C>           <C>      <C>           <C>
--------------------------------------------------------
High               4.79%   4.99%          7.61%   6.17%
Average            3.42    4.41           5.58    5.48
Low                2.52    3.15           3.58    4.03
--------------------------------------------------------
Average
Sales fee          2.12%   5.31%
--------------------------------------------------------
</TABLE>

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

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

                                       4
<PAGE>
 9. HOW DO I BUY UNITS?
   The minimum investment is 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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $1,005.02
(as of October 31, 2000)
</TABLE>

   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 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 will generally not be insured.
   Income from this program will generally be subject to state and local income
   taxes. FOR MORE COMPLETE INFORMATION ABOUT THE PROGRAM, INCLUDING CHARGES AND
   FEES, ASK THE TRUSTEE FOR THE PROGRAM'S PROSPECTUS. READ IT CAREFULLY BEFORE
   YOU INVEST. THE TRUSTEE MUST RECEIVE YOUR WRITTEN ELECTION TO REINVEST AT
   LEAST 10 DAYS BEFORE THE RECORD DAY OF AN INCOME PAYMENT.

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

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

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Fund plans to hold to maturity 8 long-term tax-exempt municipal bonds
   with an aggregate face amount of $5,075,000.

 - 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
/ /Airports/Ports/Highways                                19%
/ /General Obligation                                     18%
/ /Hospitals/Health Care                                  18%
/ /Lease Rental                                           18%
/ /Municipal Water/Sewer Utilities                        18%
/ /Refunded Bonds                                          9%
</TABLE>

 4. WHAT ARE THE SIGNIFICANT RISKS?
   YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN HAPPEN FOR VARIOUS
   REASONS, INCLUDING:

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

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

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

   ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF 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.

                                       6
<PAGE>
 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want federally tax-free income. You will benefit from a
   professionally selected and supervised portfolio whose risk is reduced by
   investing in insured bonds of several different issuers.

   The Fund is NOT appropriate for you if you want a speculative investment that
   changes to take advantage of market movements, if you do not want a
   tax-advantaged investment or if you cannot tolerate any risk.

                               DEFINING YOUR INCOME

<TABLE>
<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:                    $4.33
Annual Income per unit:                             $51.98
THESE FIGURES ARE ESTIMATES DETERMINED ON THE EVALUATION
DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)                                    2.90%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<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>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.70
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.50
Evaluator's Fee                                      $0.22
Other Operating Expenses                             $0.41
                                                     -----
TOTAL                                                $1.83
</TABLE>

   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 after 1987 and
   were outstanding on September 30, 2000. OF COURSE, PAST PERFORMANCE OF PRIOR
   SERIES IS NO GUARANTEE OF FUTURE RESULTS OF THIS FUND.

   AVERAGE ANNUAL COMPOUND TOTAL RETURNS
                    FOR PRIOR SERIES
    REFLECTING ALL EXPENSES. FOR PERIODS ENDED 9/30/00.

<TABLE>
<CAPTION>
                    WITH SALES FEE                    NO SALES FEE
               1 YEAR     5 YEARS  10 YEARS     1 YEAR     5 YEARS  10 YEARS
<S>         <C>           <C>      <C>       <C>           <C>      <C>
----------------------------------------------------------------------------
High               8.33%   5.29%     6.70%          8.34%   6.44%     7.30%
Average            3.74    4.24      6.10           5.92    5.27      6.69
Low               -6.58    2.49      5.67          -6.21    3.29      6.26
----------------------------------------------------------------------------
Average
Sales fee          1.99%   5.05%     5.77%
----------------------------------------------------------------------------
</TABLE>

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

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

                                       7
<PAGE>
 9. HOW DO I BUY UNITS?
   The minimum investment is 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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $1,011.59
(as of October 31, 2000)
</TABLE>

   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 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.

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

PENNSYLVANIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
 - The Fund plans to hold to maturity 7 long-term tax-exempt municipal bonds
   with an aggregate face amount of $2,750,000.

 - 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
/ /Airports/Ports/Highways                                 5%
/ /General Obligation                                     14%
/ /Lease Rental                                           32%
/ /Municipal Water/Sewer Utilities                        19%
/ /Refunded Bonds                                         14%
/ /Universities/Colleges                                  16%
</TABLE>

 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 Portfolio is concentrated in lease rental bonds, adverse
   developments in this sector may affect the value of your units.

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

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

   ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF 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.

                                       9
<PAGE>
 5. IS THIS FUND APPROPRIATE FOR YOU?
   Yes, if you want federally tax-free income. You will benefit from a
   professionally selected and supervised portfolio whose risk is reduced by
   investing in insured bonds of several different issuers.

   The Fund is NOT appropriate for you if you want a speculative investment that
   changes to take advantage of market movements, if you do not want a
   tax-advantaged investment or if you cannot tolerate any risk.

                               DEFINING YOUR INCOME

<TABLE>
<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:                    $4.26
Annual Income per unit:                             $51.21
THESE FIGURES ARE ESTIMATES DETERMINED ON THE EVALUATION
DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested)                                    2.90%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<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>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.69
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.50
Evaluator's Fee                                      $0.43
Other Operating Expenses                             $0.56
                                                     -----
TOTAL                                                $2.18
</TABLE>

   The Sponsors historically paid updating expenses.

 7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
   IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE OF PRIOR PENNSYLVANIA
   PORTFOLIOS, WHICH HAD INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF BONDS
   SUBSTANTIALLY SIMILAR TO THIS FUND. THESE PRIOR SERIES DIFFERED IN THAT THEY
   CHARGED A HIGHER SALES FEE. These prior Pennsylvania Series were offered
   after 1987 and were outstanding on September 30, 2000. OF COURSE, PAST
   PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS OF THIS FUND.

   AVERAGE ANNUAL COMPOUND TOTAL RETURNS
                    FOR PRIOR SERIES
    REFLECTING ALL EXPENSES. FOR PERIODS ENDED 9/30/00.

<TABLE>
<CAPTION>
                    WITH SALES FEE                    NO SALES FEE
               1 YEAR     5 YEARS  10 YEARS     1 YEAR     5 YEARS  10 YEARS
<S>         <C>           <C>      <C>       <C>           <C>      <C>
----------------------------------------------------------------------------
High               6.42%   5.02%     6.27%          7.61%   6.20%     6.86%
Average            3.24    4.28      6.11           5.41    5.35      6.70
Low                0.28    2.99      5.91           3.64    3.65      6.50
----------------------------------------------------------------------------
Average
Sales fee          2.03%   5.18%     5.82%
----------------------------------------------------------------------------
</TABLE>

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

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

                                       10
<PAGE>
 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.

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $995.37
(as of October 31, 2000)
</TABLE>

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

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

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
   The Fund pays income monthly.

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

   You will also receive principal payments if bonds are sold or called or
   mature, when the cash available is more than $5.00 per unit. You will be
   subject to tax on any gain realized by the Fund on the disposition of bonds.

12. WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

                             FOR MICHIGAN RESIDENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    COMBINED
                                    EFFECTIVE
       TAXABLE INCOME 2000*         TAX RATE
SINGLE RETURN       JOINT RETURN        %       3%    3.5%    4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                                       IS EQUIVALENT TO A TAXABLE YIELD OF
----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
$      0- 26,250  $      0- 43,850     18.66   3.69   4.30   4.92    5.53    6.15    6.76    7.38    7.99    8.61    9.22    9.83
$ 26,251- 63,550  $ 43,851-105,950     31.10   4.35   5.08   5.81    6.53    7.26    7.98    8.71    9.43   10.16   10.88   11.61
$ 63,551-132,600  $105,951-161,450     33.97   4.54   5.30   6.06    6.81    7.57    8.33    9.09    9.84   10.60   11.36   12.12
$132,601-288,350  $161,451-288,350     38.75   4.90   5.71   6.53    7.35    8.16    8.98    9.80   10.61   11.43   12.25   13.06
   OVER $288,350     OVER $288,350     42.20   5.19   6.06   6.92    7.79    8.65    9.52   10.38   11.25   12.11   12.98   13.84
</TABLE>

                          FOR NEW YORK CITY RESIDENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    COMBINED
                                    EFFECTIVE
       TAXABLE INCOME 2000*         TAX RATE
SINGLE RETURN       JOINT RETURN        %       4%    4.5%    5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                               IS EQUIVALENT TO A TAXABLE YIELD OF
------------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>
$      0- 26,250  $      0- 43,850     23.94   5.26   5.92   6.57    7.23    7.89    8.55    9.20    9.86   10.52
$ 26,251- 63,550  $ 43,851-105,950     23.99   5.26   5.92   6.58    7.24    7.89    8.55    9.21    9.87   10.52
$ 26,251- 63,550  $ 43,851-105,950     35.65   6.22   6.99   7.77    8.55    9.32   10.10   10.88   11.66   12.43
$ 63,551-132,600  $105,951-161,450     38.33   6.49   7.30   8.11    8.92    9.73   10.54   11.35   12.16   12.97
$132,601-288,350  $161,451-288,350     42.80   6.99   7.87   8.74    9.62   10.49   11.36   12.24   13.11   13.99
   OVER $288,350     OVER $288,350     46.02   7.41   8.34   9.26   10.19   11.12   12.04   12.97   13.89   14.82
</TABLE>

                          FOR NEW YORK STATE RESIDENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    COMBINED
                                    EFFECTIVE
       TAXABLE INCOME 2000*         TAX RATE
SINGLE RETURN       JOINT RETURN        %       4%    4.5%    5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                               IS EQUIVALENT TO A TAXABLE YIELD OF
------------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>
$      0- 26,250  $      0- 43,850     20.82   5.05   5.68   6.31    6.95    7.58    8.21    8.84    9.47   10.10
$ 26,251- 63,550  $ 43,851-105,950     32.93   5.96   6.71   7.46    8.20    8.95    9.69   10.44   11.18   11.93
$ 63,551-132,600  $105,951-161,450     35.73   6.22   7.00   7.78    8.56    9.34   10.11   10.89   11.67   12.45
$132,601-288,350  $161,451-288,350     40.38   6.71   7.55   8.39    9.23   10.06   10.90   11.74   12.58   13.42
   OVER $288,350     OVER $288,350     43.74   7.11   8.00   8.89    9.78   10.66   11.55   12.44   13.33   14.22
</TABLE>

                           FOR PENNSYLVANIA RESIDENTS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    COMBINED
                                    EFFECTIVE
       TAXABLE INCOME 2000*         TAX RATE
SINGLE RETURN       JOINT RETURN        %       3%    3.5%    4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                                       IS EQUIVALENT TO A TAXABLE YIELD OF
----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>               <C>        <C>    <C>    <C>    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
$      0- 26,250  $      0- 43,850     17.38   3.63   4.24   4.84    5.45    6.05    6.66    7.26    7.87    8.47    9.08    9.68
$ 26,251- 63,550  $ 43,851-109,950     30.02   4.29   5.00   5.72    6.43    7.14    7.86    8.57    9.29   10.00   10.72   11.43
$ 63,551-132,600  $105,951-161,450     32.93   4.47   5.22   5.96    6.71    7.46    8.20    8.95    9.69   10.44   11.18   11.93
$132,601-288,350  $161,451-288,350     37.79   4.82   5.63   6.43    7.23    8.04    8.84    9.65   10.45   11.25   12.06   12.86
   OVER $288,350     OVER $288,350     41.29   5.11   5.96   6.81    7.66    8.52    9.37   10.22   11.07   11.92   12.77   13.63
</TABLE>

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 2000
federal and applicable State (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.

                                       12
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:

  - elimination of one or more bonds from the Fund's portfolio because of calls,
    redemptions or sales;
  - a change in the Fund's expenses; or
  - the failure by a bond's issuer to pay interest.

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

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

RETURN FIGURES

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

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

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

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

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

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

RECORDS AND REPORTS

You will receive:

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

You may request:

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

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

                                       13
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

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

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

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

An issuer might call its bonds in extraordinary cases, including if:

  - it no longer needs the money for the original purpose;
  - the project is condemned or sold;
  - the project is destroyed and insurance proceeds are used to redeem the
    bonds;
  - any related credit support expires and is not replaced; or
  - interest on the bonds become taxable.

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

REDUCED DIVERSIFICATION RISK

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

LIQUIDITY RISK

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

CONCENTRATION RISK

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

Here is what you should know about Michigan's Portfolio 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

                                       14
<PAGE>
    markets or heavy reliance on state or federal aid.

Here is what you should know about Pennsylvania's Portfolio 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.

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

STATE CONCENTRATION RISK

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, especially 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 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 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 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

                                       15
<PAGE>
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 $3 billion and $5 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.

NEW YORK CITY GOVERNMENT

Even though the City had budget surpluses each year from 1981, budget gaps of
over $2 billion are projected for the 2002, 2003 and 2004 fiscal 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 A2 by Moody's. $31.2 billion of combined City, MAC and PBC debt is
outstanding, and the City proposes $25.3 billion of financing over fiscal
1999-2003. New York City currently expects to reach its constitutional limits on
debt issuance in Fiscal 2003.

PENNSYLVANIA RISKS

GENERALLY

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

  - coal, steel, railroads and other heavy industry historically associated with
    the Commonwealth has given way to increased competition from foreign
    producers.
  - agriculture and related industries are still an important part of the
    Commonwealth's economy.
  - recently, however, service sector industries (trade, medical and health
    services, education and financial services) have provided new sources of
    growth.

STATE AND LOCAL GOVERNMENTS

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

  - in recent years, both the Commonwealth and the City of Philadelphia have
    tried to balance their budgets with a mix of tax increases and spending
    cuts.
  - Philadelphia has considered significant service cuts and privatization of
    certain services which it has provided to date.
  - In 1991, the Commonwealth created the Pennsylvania Inter-Governmental
    Cooperation Authority ('PICA') which

                                       16
<PAGE>
    it authorized to issue debt to cover Philadelphia's budget shortfalls,
    eliminate the City's projected deficits and fund its capital spending. PICA
    issued approximately $1.76 billion of Special Revenue Bonds on
    Philadelphia's behalf. Its power to issue bonds on Philadelphia's behalf
    expired at the end of 1996; as of June 30, 1999, approximately $1.0 billion
    in PICA Special Revenue Bonds were outstanding.
  - Pennsylvania's general obligation bonds are currently rated Aa3 by Moody's
    and AA- by Standard & Poor's. Philadelphia's general obligation bonds are
    rated Baa2 by Moody's and BBB by Standard & Poor's. There can be no
    assurance that these ratings will not be lowered.

BOND QUALITY RISK

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

INSURANCE RELATED RISK

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

                                       17
<PAGE>
should consult your financial professional for current market prices to
determine if other broker-dealers or banks are offering higher prices.

We have maintained the secondary market continuously for over 28 years, but we
could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

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

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

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

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

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

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

EXCHANGE OPTION

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

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

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

                                       18
<PAGE>
HOW THE FUND WORKS

PRICING

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

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

EVALUATIONS

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

INCOME

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

EXPENSES

The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:

  - to reimburse the Trustee for the Fund's operating expenses;
  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsors;
  - costs of actions taken to protect the Fund and other legal fees and
    expenses;
  - expenses for keeping the Fund's registration statement current; and
  - Fund termination expenses and any governmental charges.

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

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

The Sponsors will pay advertising and selling expenses at no charge to the Fund.
If Fund expenses exceed initial estimates, the

                                       19
<PAGE>
Fund will owe the excess. The Trustee has a lien on Fund assets to secure
reimbursement of Fund expenses and may sell bonds if cash is not available.

PORTFOLIO CHANGES

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

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

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

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:

  - diversity of the portfolio;
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

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

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

You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may 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

                                       20
<PAGE>
the Trustee. The following summarizes certain provisions of the Indenture.

The Sponsors and the Trustee may amend the Indenture without your consent:

  - to cure ambiguities;
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - to make other changes determined not to be materially adverse to your best
    interest (as determined by the Sponsors).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:

  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities.

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

Any Sponsor may resign as long as one Sponsor with a net worth of $2 million
remains and agrees to the resignation. The remaining Sponsors and the Trustee
may appoint a replacement. If there is only one Sponsor and it fails to perform
its duties or becomes bankrupt the Trustee may:

  - remove it and appoint a replacement Sponsor;
  - liquidate the Fund; or
  - continue to act as Trustee without a Sponsor.

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

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

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.

                                       21
<PAGE>
SPONSORS

The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

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

TRUSTEE

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

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for

                                       22
<PAGE>
their own accounts. The codes are designed to prevent fraud, deception and
misconduct against the Fund and to provide reasonable standards of conduct.
These codes are on file with the Commission and you may obtain a copy by
contacting the Commission at the address listed on the back cover of this
prospectus.

TAXES

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

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

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term otherwise.
Because the deductibility of capital losses is subject to limitations, you may
not be able to deduct all of your capital losses.

                                       23
<PAGE>
YOUR BASIS IN THE BONDS

Your aggregate basis in the bonds will be equal to the cost of your units,
including any sales charges you pay, adjusted to reflect any accruals of
"original issue discount," "acquisition premium" and "bond premium". You should
consult your tax adviser in this regard.

EXPENSES

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

NEW YORK TAXES

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

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.

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.
                                       24
<PAGE>
SUPPLEMENTAL INFORMATION

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

                                       25
<PAGE>

          MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 51
          (MICHIGAN, NEW YORK AND PENNSYLVANIA TRUSTS),
          DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Municipal Investment Trust Fund, Multistate Series - 51
          (Michigan, New York and Pennsylvania Trusts), Defined Asset Funds:

          We have audited the accompanying statements of condition of
          Municipal Investment Trust Fund, Multistate Series - 51
          (Michigan, New York and Pennsylvania Trusts), Defined Asset Funds,
          including the portfolios, as of October 31, 2000 and the
          related statements of operations and of changes in net assets
          for the years ended October 31, 2000, 1999 and 1998. These
          financial statements are the responsibility of the Trustee. Our
          responsibility is to express an opinion on these financial
          statements based on our audits.

          We conducted our audits in accordance with auditing standards
          generally accepted in the United States of America. Those
          standards require that we plan and perform the audit to obtain
          reasonable assurance about whether the financial statements are
          free of material misstatement. An audit includes examining, on
          a test basis, evidence supporting the amounts and disclosures
          in the financial statements. Securities owned at October 31,
          2000, as shown in such portfolios, were confirmed to us by The
          Chase Manhattan Bank, the Trustee. An audit also includes
          assessing the accounting principles used and significant
          estimates made by the Trustee, as well as evaluating the
          overall financial statement presentation. We believe that our
          audits provide a reasonable basis for our opinion.

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



          DELOITTE & TOUCHE LLP

          New York, N.Y.
          December 13, 2000


                                      D-1
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (MICHIGAN TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of October 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 3,033,085)(Note 1) .........                                                 $ 3,033,989
       Accrued interest................................                                                      67,740
       Cash - principal ...............................                                                          22
                                                                                                        -----------
         Total trust property .........................                                                   3,101,751


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $    30,989
       Accrued Sponsors' fees .........................                                      1,275           32,264
                                                                                       -----------      -----------


     NET ASSETS, REPRESENTED BY:
       3,102 units of fractional undivided
          interest outstanding (Note 3) ...............                                  3,034,011

       Undistributed net investment income ............                                     35,476      $ 3,069,487
                                                                                       -----------      ===========

     UNIT VALUE ($ 3,069,487 / 3,102 units)............                                                 $    989.52
                                                                                                        ===========
</TABLE>
                       See Notes to Financial Statements.


                                      D-2
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (MICHIGAN TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



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

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

     INVESTMENT INCOME:

       Interest income ........................    $   167,148      $   168,490       $   172,988
       Trustee's fees and expenses ............         (4,878)          (4,717)           (5,010)
       Sponsors' fees .........................         (1,381)          (1,305)           (1,212)
                                                   ----------------------------------------------
       Net investment income ..................        160,889          162,468           166,766
                                                   ----------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........                           3,961             1,184
       Unrealized appreciation (depreciation)
         of investments .......................        160,094         (315,696)          120,406
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........        160,094         (311,735)          121,590
                                                   ----------------------------------------------



     NET INCREASE (DECREASE) IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $   320,983      $  (149,267)      $   288,356
                                                   ==============================================
</TABLE>
                       See Notes to Financial Statements.


                                      D-3
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (MICHIGAN TRUST),
     DEFINED ASSET FUNDS

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



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

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   160,889      $   162,468       $   166,766
       Realized gain on
         securities sold or redeemed ..........                           3,961             1,184
       Unrealized appreciation (depreciation)
         of investments .......................        160,094         (315,696)          120,406
                                                   ----------------------------------------------
       Net increase (decrease) in net assets
         resulting from operations ............        320,983         (149,267)          288,356
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (160,715)        (162,574)         (166,724)
       Principal ..............................         (5,739)          (4,770)
                                                   ----------------------------------------------
       Total distributions ....................       (166,454)        (167,344)         (166,724)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............                            (612)           (1,095)
       Redemption amounts - principal .........                         (58,231)          (91,383)
                                                   ----------------------------------------------
       Total share transactions ...............                         (58,843)          (92,478)
                                                   ----------------------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS ....        154,529         (375,454)           29,154

     NET ASSETS AT BEGINNING OF YEAR ..........      2,914,958        3,290,412         3,261,258
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 3,069,487      $ 2,914,958       $ 3,290,412
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     51.81      $     52.01       $     52.08
                                                   ==============================================
       Principal distributions during
         year .................................    $      1.85      $      1.51
                                                   ===================================
       Net asset value at end of
         year .................................    $    989.52      $    939.70       $  1,041.60
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................                              57                91
       Outstanding at end of year .............          3,102            3,102             3,159
                                                   ==============================================
</TABLE>
                       See Notes to Financial Statements.


                                      D-4
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (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 accounting principles generally accepted in the
            United States of America.

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL
<TABLE>
     <S>                                                                                                <C>
          Cost of 3,102 units at Date of Deposit .....................                                  $ 3,186,279
          Less sales charge ..........................................                                      143,374
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    3,042,905
          Redemptions of units - net cost of 148 units redeemed
            less redemption amounts (principal).......................                                       (4,434)
          Realized gain on securities sold or redeemed ...............                                        5,145
          Principal distributions ....................................                                      (10,509)
          Net unrealized appreciation of investments..................                                          904
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 3,034,011
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of October 31, 2000, net unrealized appreciation of investments,
            based on cost for Federal income tax purposes, aggregated $904, of
            which $16,145 related to depreciated securities and $17,049 related
            to appreciated securites. The cost of investment securities for
            Federal income tax purposes was $3,033,085 at October 31, 2000.


                                      D-5
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (MICHIGAN TRUST)(INSURED),
     DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 2000

<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  Anchor Bay Sch. Dist., Counties of        AAA      $    95,000    5.550  %     2019(5)      05/01/03   $    95,000 $    98,700
     Macomb and St. Clair, MI, 1993 Sch.                                                         @ 101.500
     Bldg.and Site Bonds (G.O. Unlimited
     Tax)(Financial Guaranty Ins.)

  2  Caldonia Comm. Schools, Counties of       AAA          500,000    5.500        2022         05/01/03       496,420     493,795
     Kent, Allegan and Barry, MI, 1993 Rfdg.                                                     @ 102.000
     Bonds (G.O. Unlimited Tax) (AMBAC Ins.)


  3  Charter County of Wayne, MI, Arpt. Rev.   AAA          500,000    5.250        2021         12/01/03       478,805     479,075
     Rfdg. Bonds (Detroit Metro. Wayne                                                           @ 102.000
     Cnty Arpt.), Subordinate Lien Ser. 1993 C
     (MBIA Ins.)

  4  Cnty. of Jackson, MI, Hosp. Fin. Auth.,   AAA          500,000    5.250        2023         06/01/03       474,875     467,145
     Hosp. Rev. Rfdg. Bonds (W.A. Mem Foote                                                      @ 102.000
     Hosp.), Ser. 1993 A
     (Financial Guaranty Ins.)

  5  County of Calhoun, MI, Western Calhoun    AAA          500,000    5.375        2018         11/01/03       491,550     494,605
     Cnty. Sanitary Swr. Sys. Number 1-93                                                        @ 101.500
     (Township of Emmett), Rfdg. Bonds
     (AMBAC Ins.)

  6  Livonia Pub. Schools, Cnty. of Wayne,     AAA          500,000    5.500        2021         05/01/03       500,000     494,550
     MI, 1993 Rfdg. Bonds (G.O. Unlimited                                                        @ 102.000
     Tax) (Financial Guaranty Ins.)

</TABLE>


                                      D-6
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (MICHIGAN TRUST)(INSURED),
     DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 2000

<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>
  7  State of Michigan, State Trunk Line       AAA      $   125,000    5.500  %     2021         10/01/02   $   124,109 $   123,769
     Fund Bonds, Ser 1992 A (MBIA Ins.)                                                          @ 100.000

                                                            375,000    5.500        2021(5)      10/01/02       372,326     382,350
                                                                                                 @ 100.000

                                                          ---------                                           ---------   ---------
                                                        $ 3,095,000                                         $ 3,033,085 $ 3,033,989
                                                          =========                                           =========   =========
</TABLE>
                    See Notes to Portfolios on page on D-18.


                                      D-7
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (NEW YORK TRUST),
     DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 5,045,679)(Note 1) .........                                                 $ 4,999,920
       Accrued interest................................                                                      73,529
       Prepaid Trustee's fees and expenses ............                                                         788
       Cash - principal ...............................                                                      18,853
                                                                                                        -----------
         Total trust property .........................                                                   5,093,090


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $     9,098
       Accrued Sponsors' fees .........................                                      2,254           11,352
                                                                                       -----------      -----------


     NET ASSETS, REPRESENTED BY:
       5,083 units of fractional undivided
          interest outstanding (Note 3) ...............                                  5,018,773

       Undistributed net investment income ............                                     62,965      $ 5,081,738
                                                                                       -----------      ===========

     UNIT VALUE ($ 5,081,738 / 5,083 units)............                                                 $    999.75
                                                                                                        ===========
</TABLE>
                       See Notes to Financial Statements.


                                      D-8
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (NEW YORK TRUST),
     DEFINED ASSET FUNDS




     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



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

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

     INVESTMENT INCOME:

       Interest income ........................    $   290,409      $   315,044       $   321,672
       Trustee's fees and expenses ............         (6,684)          (6,813)           (7,328)
       Sponsors' fees .........................         (2,728)          (2,447)           (2,244)
                                                   ----------------------------------------------
       Net investment income ..................        280,997          305,784           312,100
                                                   ----------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........          5,337           12,581             3,446
       Unrealized appreciation (depreciation)
         of investments .......................        234,587         (499,803)          236,770
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........        239,924         (487,222)          240,216
                                                   ----------------------------------------------



     NET INCREASE (DECREASE) IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $   520,921     $  (181,438)      $   552,316
                                                   ==============================================
</TABLE>
                       See Notes to Financial Statements.


                                      D-9
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (NEW YORK TRUST),
     DEFINED ASSET FUNDS


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



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

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   280,997      $   305,784       $   312,100
       Realized gain on
         securities sold or redeemed ..........          5,337           12,581             3,446
       Unrealized appreciation (depreciation)
         of investments .......................        234,587         (499,803)          236,770
                                                   ----------------------------------------------
       Net increase (decrease) in net assets
         resulting from operations ............        520,921         (181,438)          552,316
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (281,614)        (305,859)         (312,062)
       Principal ..............................        (22,184)          (1,962)
                                                   ----------------------------------------------
       Total distributions ....................       (303,798)        (307,821)         (312,062)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............         (6,599)          (3,549)             (684)
       Redemption amounts - principal .........       (555,156)        (285,415)          (55,683)
                                                   ----------------------------------------------
       Total share transactions ...............       (561,755)        (288,964)          (56,367)
                                                   ----------------------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS ....       (344,632)        (778,223)          183,887

     NET ASSETS AT BEGINNING OF YEAR ..........      5,426,370        6,204,593         6,020,706
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 5,081,738      $ 5,426,370       $ 6,204,593
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     52.07      $     52.24       $     52.21
                                                   ==============================================
       Principal distributions during
         year .................................    $      3.99      $       .33
                                                   ===================================
       Net asset value at end of
         year .................................    $    999.75      $    958.72       $  1,043.67
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................            577              285                55
       Outstanding at end of year .............          5,083            5,660             5,945
                                                   ==============================================
</TABLE>
                       See Notes to Financial Statements.


                                      D-10
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (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 accounting principles generally accepted in the
            United States of America.

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


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

          Cost of 5,083 units at Date of Deposit .....................                                  $ 5,290,173
          Less sales charge ..........................................                                      238,037
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    5,052,136
          Redemptions of units - net cost of 917 units redeemed
            less redemption amounts (principal).......................                                       15,178
          Realized gain on securities sold or redeemed ...............                                       21,364
          Principal distributions ....................................                                      (24,146)
          Net unrealized depreciation of investments..................                                      (45,759)
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 5,018,773
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of October 31, 2000, net unrealized depreciation of investments,
            based on cost for Federal income tax purposes, aggregated $45,759 of
            which $52,413 related to depreciated securities and $6,654 related
            to appreciated securities. The cost of investment securities for
            Federal income tax purposes was $5,045,679 at October 31, 2000.


                                      D-11
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (NEW YORK TRUST)(INSURED),
     DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 2000

<TABLE>
<CAPTION>

                                              Rating                                              Optional
     Portfolio No. and Title of              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  New York City, NY, Mun. Wtr.             AAA      $   900,000    5.500  %     2020          06/15/02   $   903,015 $   895,662
     Fin. Auth.,Wtr.and Swr. Sys. Rev. Bnds,                                                     @ 100.000
     Fiscal 1992 Ser. A (MBIA Ins.)


  2  New York State Med. Care Fac. Fin.       AAA          900,000    5.500        2021          02/15/02       900,000     887,859
     Agency, Mental Hlth. Services. Fac.                                                         @ 100.000
     Imp. Rev. Bonds, 1992 Ser. A
     (Financial Guaranty Ins.)

  3  New York State Urban Dev. Corp., Corr.   AAA          900,000    5.250        2018          01/01/03       881,883     875,142
     Fac. Rev. Bonds, Rfdg. Ser. 1993                                                            @ 102.000
     (AMBAC Ins.)


  4  Power Auth. of the State of New York,    AAA           35,000    5.250        2018(5)       01/01/03        34,528      36,302
     Gen. Purpose Bonds, Ser.  1993 CC                                                           @ 102.000
     (Financial Guaranty Ins.)

  5  The City of New York, NY, G.O. Bonds,    AAA          900,000    5.375        2020          10/01/03       890,460     885,375
     Fiscal 1994 Ser. C (AMBAC Ins.)                                                             @ 101.500

  6  The Port Auth. of New York and New       AAA          840,000    5.250        2021          07/15/03       833,885     813,154
     Jersey, Consolidated Bonds, Eighty-                                                         @ 101.000
     Seventh Ser. 1993
     (Financial Guaranty Ins.)

  7  Triborough Bridge and Tunnel Auth.,      AAA          140,000    5.500        2017          01/01/02       140,445     140,083
     NY, Spec. Oblig. Bonds, Ser. 1992                                                           @ 100.000
     (AMBAC Ins.)

                                                           460,000    5.500        2017(5)       01/01/02       461,463     466,343
                                                                                                 @ 100.000


                                                          ---------                                           ---------   ---------
                                                        $ 5,075,000                                         $ 5,045,679 $ 4,999,920
                                                          =========                                           =========   =========
</TABLE>
                     See Notes to Portfolios on page D - 18.


                                      D-12
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS


     STATEMENT OF CONDITION
     As of October 31, 2000

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 2,705,499)(Note 1) .........                                                 $ 2,703,959
       Accrued interest................................                                                      52,822
       Cash - principal ...............................                                                       3,450
                                                                                                        -----------
         Total trust property .........................                                                   2,760,231


     LESS LIABILITIES:
       Income advance from Trustee.....................                                $    16,619
       Accrued Sponsors' fees .........................                                      1,150           17,769
                                                                                       -----------      -----------


     NET ASSETS, REPRESENTED BY:
       2,791 units of fractional undivided
          interest outstanding (Note 3) ...............                                  2,707,409

       Undistributed net investment income ............                                     35,053      $ 2,742,462
                                                                                       -----------      ===========

     UNIT VALUE ($ 2,742,462 / 2,791 units)............                                                 $    982.61
                                                                                                        ===========
</TABLE>
                       See Notes to Financial Statements.


                                      D-13
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



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

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

     INVESTMENT INCOME:

       Interest income ........................    $   150,294      $   167,112       $   198,469
       Trustee's fees and expenses ............         (4,754)          (4,815)           (5,440)
       Sponsors' fees .........................         (1,405)          (1,356)           (1,415)
                                                   ----------------------------------------------
       Net investment income ..................        144,135          160,941           191,614
                                                   ----------------------------------------------


     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........          2,475           11,906            14,149
       Unrealized appreciation (depreciation)
         of investments .......................        119,410         (277,245)          116,550
                                                   ----------------------------------------------
       Net realized and unrealized
         gain (loss) on investments ...........        121,885         (265,339)          130,699
                                                   ----------------------------------------------



     NET INCREASE (DECREASE) IN NET ASSETS
       RESULTING FROM OPERATIONS ..............    $   266,020      $  (104,398)      $   322,313
                                                   ==============================================
</TABLE>
                       See Notes to Financial Statements.


                                      D-14
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS


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



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

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
       Net investment income ..................    $   144,135      $   160,941       $   191,614
       Realized gain on
         securities sold or redeemed ..........          2,475           11,906            14,149
       Unrealized appreciation (depreciation)
         of investments .......................        119,410         (277,245)          116,550
                                                   ----------------------------------------------
       Net increase (decrease) in net assets
         resulting from operations ............        266,020         (104,398)          322,313
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................       (144,176)        (161,680)         (192,010)
       Principal ..............................         (9,880)         (36,993)           (2,634)
                                                   ----------------------------------------------
       Total distributions ....................       (154,056)        (198,673)         (194,644)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............         (1,962)          (4,779)           (5,246)
       Redemption amounts - principal .........       (149,267)        (431,685)         (449,517)
                                                   ----------------------------------------------
       Total share transactions ...............       (151,229)        (436,464)         (454,763)
                                                   ----------------------------------------------

     NET DECREASE IN NET ASSETS ...............        (39,265)        (739,535)         (327,094)

     NET ASSETS AT BEGINNING OF YEAR ..........      2,781,727        3,521,262         3,848,356
                                                   ----------------------------------------------
     NET ASSETS AT END OF YEAR ................    $ 2,742,462      $ 2,781,727       $ 3,521,262
                                                   ==============================================
     PER UNIT:
       Income distributions during
         year .................................    $     51.23      $     51.73       $     52.34
                                                   ==============================================
       Principal distributions during
         year .................................    $      3.49      $     11.58       $      0.69
                                                   ==============================================
       Net asset value at end of
         year .................................    $    982.61      $    942.96       $  1,042.41
                                                   ==============================================
     TRUST UNITS:
       Redeemed during year ...................            159              428               439
       Outstanding at end of year .............          2,791            2,950             3,378
                                                   ==============================================
</TABLE>
                       See Notes to Financial Statements.


                                      D-15
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (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 accounting principles generally accepted in the
            United States of America.

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


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

          Cost of 2,791 units at Date of Deposit .....................                                  $ 2,885,228
          Less sales charge ..........................................                                      129,837
                                                                                                         -----------
          Net amount applicable to Holders ...........................                                    2,755,391
          Redemptions of units - net cost of 1,209 units redeemed
            less redemption amounts (principal).......................                                      (19,648)
          Realized gain on securities sold or redeemed ...............                                       27,159
          Principal distributions ....................................                                      (53,953)
          Net unrealized depreciation of investments..................                                       (1,540)
                                                                                                         -----------

          Net capital applicable to Holders ..........................                                  $ 2,707,409
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

            As of October 31, 2000, net unrealized depreciation of investments,
            based on cost for Federal income tax purposes, aggregated $1,540, of
            which $16,777 related to depreciated securities and $15,237 related
            to appreciated securities. The cost of investment securities for
            Federal income tax purposes was $2,705,499 at October 31, 2000.


                                      D-16
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (PENNSYLVANIA TRUST)(INSURED),
      DEFINED ASSET FUNDS


     PORTFOLIO
     As of October 31, 2000

<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      $   525,000    5.250  %     2023         06/15/03   $   505,927 $   500,913
     Wastewater Rev. Bonds, Ser. 1993                                                            @ 102.000
     (MBIA Ins.)

  2  Commonwealth of Pennsylvania, Certs.      AAA          460,000    5.000        2015         07/01/03       433,895     440,142
     of Participation, Ser. 1993 A                                                               @ 102.000
     (AMBAC Ins.)

  3  Delaware Cnty. Auth., Commonwealth of     AAA          440,000    5.500        2023         08/01/03       436,779     433,783
     Pennsylvania, Univ. Rev. Bonds,                                                             @ 102.000
     Ser. of 1993 (Villanova Univ.)
     (MBIA Ins.)

  4  Lehigh-Northampton Airport Auth., PA,     AAA          125,000    5.500        2023         01/01/04       124,096     123,258
     Arpt. Rev. Bonds, Ser. 1993 B                                                               @ 102.000
     (Allentown-Bethlehem-Easton Intl. Arpt.)
     (MBIA Ins.)

  5  Pennsylvania Intergovernmental Coop.      AAA          395,000    5.625        2023(5)      06/15/03       397,157     406,147
     Auth. Spec. Tax Rev. Bonds                                                                  @ 100.000
     City of Philadelphia Funding Prog.,
     Ser. 1993 (MBIA Ins.)

  6  The Philadelphia Mun. Auth., PA, Lease    AAA          410,000    5.625        2018         11/15/03       412,645     412,399
     Rev. Rfdg. Bonds, 1993  Ser. A                                                              @ 102.000
     (Financial Guaranty Ins.)

  7  Wayne Cnty., PA, Hosp. and Hlth. Fac.     AAA          395,000    5.600        2023         07/01/03       395,000     387,317
     Auth., Cnty. Gtd. Hlth. Fac. Rev.                                                           @ 102.000
     Bonds, Ser. of 1993
     (Wayne Woodlands Manor Proj.) (MBIA Ins)

                                                          ---------                                           ----------  ---------
                                                        $ 2,750,000                                         $ 2,705,499 $ 2,703,959
                                                          =========                                           =========   =========
</TABLE>
                      See Notes to Portfolios on page D-18.


                                      D-17
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 51 (MICHIGAN, NEW YORK AND
     PENNSYLVANIA TRUSTS), DEFINED ASSET FUNDS

     NOTES TO PORTFOLIOS
     As of October 31, 2000

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

      (2)   See Notes to Financial Statements.

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

      (4)   Insured by AAA-rated insurance companies that guarantee timely
            payments of principal and interest on the bonds (but not Fund units
            or the market value of the bonds before they mature).

      (5)   Bonds with an aggregate face amount of $470,000 of the Michigan
            Trust, $495,000 of the New York Trust and $395,000 of the
            Pennsylvania Trust have been pre-refunded and are expected to be
            called for redemption on the optional redemption provision dates
            shown.


                                      D-18
<PAGE>
              Defined
            Asset Funds-Registered Trademark-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--51
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.
                                         33-50569) 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.
                                                                     14660--1/01
</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).

    1.11.1-- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit
            1.11.1 to the Post Effective Amendment No. 8 to the Registration
            Statement of Municipal Investment Trust Fund, Insured Series 186,
            1933 Act File No. 33-49159).

    1.11.2-- Municipal Investment Trust Fund Code of Ethics (incorporated by
            reference to Exhibit 1.11.2 to the Post Effective Amendment No. 8 to
            the Registration Statement of Municipal Investment Trust Fund,
            Insured Series 186, 1933 Act File No. 33-49159).

    4.1  --Consent of the Evaluator.

    5.1  --Consent of independent accountants.

    9.1  -- Information Supplement (incorporated by reference to Post-Effective
           Amendment No. 2 to Exhibit 9.1 to the Registration Statement of
           Municipal Investment Trust Fund, Multistate Series--400, 1933 Act
           File No. 333-53537).

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--51
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--51, 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 17TH DAY OF
JANUARY, 2001.

             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 JAY M. FIFE
       (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, 333-89009 and
                                            333-39302.
</TABLE>

     BRUCE F. ALONSO
     RICHARD M. DeMARTINI
     RAYMOND J. DROP
     JAMES F. HIGGINS
     DONALD G. KEMPF, JR.
     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



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