MUNICIPAL INVT TR FD MULTISTATE SER 57 DEFINED ASSET FUNDS
497, 1999-06-04
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<PAGE>
                                     DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------


                              MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES--57
                              (A UNIT INVESTMENT TRUST)
                              O   CALIFORNIA, FLORIDA, MICHIGAN, NEW JERSEY, NEW
                                  YORK AND PENNSYLVANIA PORTFOLIOS
                              O   PORTFOLIOS OF INSURED LONG-TERM MUNICIPAL
                                  BONDS
                              O   DESIGNED FOR FEDERALLY TAX-FREE INCOME
                              O   EXEMPT FROM SOME STATE TAXES
                              O   MONTHLY DISTRIBUTIONS



SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith         -------------------------------------------------
    Incorporated               The Securities and Exchange Commission has not
Salomon Smith Barney Inc.      approved or disapproved these Securities or
Prudential Securities          passed upon the adequacy of this prospectus. Any
Incorporated                   representation to the contrary is a criminal
PaineWebber Incorporated       offense.
Dean Witter Reynolds Inc.      Prospectus dated June 4, 1999.


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

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

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

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF FEBRUARY 28, 1999, THE
EVALUATION DATE.


CONTENTS
                                                                PAGE
                                                          -----------
California Insured Portfolio--
   Risk/Return Summary..................................           3
Florida Insured Portfolio-- Risk/Return Summary.........           6
Michigan Insured Portfolio-- Risk/Return Summary........           9
New Jersey Insured Portfolio--
   Risk/Return Summary..................................          12
New York Insured Portfolio--
   Risk/Return Summary..................................          15
Pennsylvania Insured Portfolio--
   Risk/Return Summary..................................          18
What You Can Expect From Your Investment................          23
   Monthly Income.......................................          23
   Return Figures.......................................          23
   Records and Reports..................................          23
The Risks You Face......................................          24
   Interest Rate Risk...................................          24
   Call Risk............................................          24
   Reduced Diversification Risk.........................          24
   Liquidity Risk.......................................          24
   Concentration Risk...................................          24
   State Concentration Risk.............................          25
   Bond Quality Risk....................................          28
   Insurance Related Risk...............................          29
   Litigation and Legislation Risks.....................          29
Selling or Exchanging Units.............................          29
   Sponsors' Secondary Market...........................          29
   Selling Units to the Trustee.........................          29
   Exchange Option......................................          30
How The Fund Works......................................          30
   Pricing..............................................          30
   Evaluations..........................................          30
   Income...............................................          31
   Expenses.............................................          31
   Portfolio Changes....................................          31
   Fund Termination.....................................          32
   Certificates.........................................          32
   Trust Indenture......................................          32
   Legal Opinion........................................          33
   Auditors.............................................          33
   Sponsors.............................................          33
   Trustee..............................................          33
   Underwriters' and Sponsors' Profits                            34
   Public Distribution..................................          34
   Code of Ethics.......................................          34
   Year 2000 Issues.....................................          34
Taxes...................................................          34
Supplemental Information................................          37
Financial Statements....................................         D-1


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

CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY


       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of
           insured, long term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.

       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,050,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  The bonds are rated AAA or Aaa by Standard & Poor's,
           Moody's or Fitch.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / Airports/Ports/Highways                            12%
/ / Hospital/Health Care                               15%
/ / Municipal Water/Sewer Utilities                    31%
/ / Refunded Bonds                                     10%
/ / Special Tax                                        16%
/ / Municipal Electric Utilities                       16%



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

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


                                       3
<PAGE>


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


           DEFINING YOUR INCOME


           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.67
           Annual Income per unit:                           $   56.14
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



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

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.19
           Evaluator's Fee
                                                     $    0.36
           Other Operating Expenses
                                                    -----------
                                                     $    1.62
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           California Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior California Series
           were offered between June 22, 1988 and September 27, 1996
           and were outstanding on March 31, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 3/31/99.



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


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


High            4.57%        7.62%        7.61%        8.82%
Average         2.32         5.66         5.52         6.70
Low             0.40         4.27         3.11         5.10


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


Average
Sales fee       3.18%        5.10%


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

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.
           UNIT PRICE PER UNIT                     $1,084.80
           (as of February 28, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



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


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

FLORIDA INSURED PORTFOLIO--RISK/RETURN SUMMARY


       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of
           insured, long term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.

       3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
        O  The Fund plans to hold to maturity 6 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $2,500,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  The bonds are rated AAA or Aaa by Standard & Poor's,
           Moody's or Fitch.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  The Fund is concentrated in refunded bonds.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / Airports/Ports/Highways                            20%
/ / Hospital/Health Care                               20%
/ / Municipal Water/Sewer Utilities                    18%
/ / Refunded Bonds                                     42%



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

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


                                       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


           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                           $    4.68
           Annual Income per unit:                           $   56.17
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



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

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.23
           Evaluator's Fee
                                                     $    0.40
           Other Operating Expenses
                                                    -----------
                                                     $    1.70
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Florida Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior Florida Series
           were offered between August 25, 1988 and December 6, 1996
           and were outstanding on March 31, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 3/31/99.



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


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


High         4.94%      7.40%      6.95%      7.59%      8.61%      7.55%
Average      2.24       5.62       6.79       5.45       6.67       7.39
Low          -0.66      4.39       6.71       3.15       5.28       7.31


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


Average
Sales fee    3.19%      5.13%      5.82%


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

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.
           UNIT PRICE PER UNIT                       $1,090.96
           (as of February 28, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as well
           as net accrued but undistributed interest on the unit, is
           added to the unit price. An independent evaluator prices the
           bonds at 3:30 p.m. Eastern time every business day. Unit
           price changes every day with changes in the prices of the
           bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other fee
           when you sell your units.



      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some Florida state and local taxes if you live in
           Florida.
           You will also receive principal payments if bonds are sold or
           called or mature, when the cash available is more than $5.00
           per unit. You will be subject to tax on any gain realized by
           the Fund on the disposition of bonds.
      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective. 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>
- --------------------------------------------------------------------------------

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?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $2,635,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  The bonds are rated AAA or Aaa by Standard & Poor's,
           Moody's or Fitch.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / General Obligation                                 54%
/ / Hospital/Health Care                               17%
/ / Housing                                            3%
/ / Industrial Development Revenue                     9%
/ / Universities/Colleges                              17%



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

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF 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.


                                       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


           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                           $    4.58
           Annual Income per unit:                           $   54.99
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



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

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                          0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.21
           Evaluator's Fee
                                                     $    0.39
           Other Operating Expenses
                                                    -----------
                                                     $    1.67
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Michigan Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior Michigan Series
           were offered between June 20, 1989 and September 19, 1996
           and were outstanding on March 31, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 3/31/99.



                  WITH SALES FEE             NO SALES FEE
               1 YEAR       5 YEARS      1 YEAR       5 YEARS
- ---------------------------------------------------------------
High            3.69%        7.14%        7.06%        8.34%
Average         2.16         5.41         4.97         6.40
Low             -0.27        4.25         3.04         5.16
- ---------------------------------------------------------------



Average
Sales fee         2.81%       4.88%


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

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.
           UNIT PRICE PER UNIT                     $1,077.16
           (as of February 28, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



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


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

NEW JERSEY INSURED PORTFOLIO--RISK/RETURN SUMMARY


       1.  WHAT IS THE FUND'S OBJECTIVE?
           The Fund seeks interest income that is exempt from regular
           federal income taxes and some state and local taxes by
           investing in a fixed portfolio consisting primarily of
           insured, long term municipal revenue bonds.
       2.  WHAT ARE MUNICIPAL REVENUE BONDS?
           Municipal revenue bonds are bonds issued by states,
           municipalities and public authorities to finance the cost
           of buying, building or improving various projects intended
           to generate revenue, such as airports, health care
           facilities, housing and municipal electric, water and sewer
           utilities. Generally, payments on these bonds depend solely
           on the revenues generated by the projects, excise taxes or
           state appropriations, and are not backed by the
           government's taxing power.

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

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / General Obligation                                 18%
/ / Hospital/Health Care                               16%
/ / Industrial Development Revenue                     18%
/ / Municipal Water/Sewer Utilities                    37%
/ / Special Tax                                        11%



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

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


                                       12
<PAGE>


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


           DEFINING YOUR INCOME


           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.54
           Annual Income per unit:                           $   54.56
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



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

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.21
           Evaluator's Fee
                                                     $    0.42
           Other Operating Expenses
                                                    -----------
                                                     $    1.70
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           New Jersey Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior New Jersey Series
           were offered between June 22, 1988 and September 19, 1996
           and were outstanding on March 31, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 3/31/99.



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


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


High         5.83%      7.04%      6.92%      7.45%      8.24%      7.52%
Average      2.55       5.41       6.80       5.53       6.46       7.40
Low          0.51       4.20       6.73       3.51       5.19       7.33


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


Average
Sales fee    2.96%      5.14%      5.82%


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

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


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


                                       13
<PAGE>


       9.  HOW DO I BUY UNITS?
           The minimum investment is one unit.
           You can buy units from any of the Sponsors and other
           broker-dealers. The Sponsors are listed later in this
           prospectus. Some banks may offer units for sale through
           special arrangements with the Sponsors, although certain
           legal restrictions may apply.
           UNIT PRICE PER UNIT                     $1,073.38
           (as of February 28, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.
      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some New Jersey state and local personal income
           taxes if you live in New Jersey.
           You will also receive principal payments if bonds are sold
           or called or mature, when the cash available is more than
           $5.00 per unit. You will be subject to tax on any gain
           realized by the Fund on the disposition of bonds.
      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective, but the bonds 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.


                                       14
<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?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,335,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  When the bonds were initially deposited they were rated A
           or better by Standard & Poor's, Moody's or Fitch. The
           quality of the bonds may currently be lower.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE
/ / Airports/Ports/Highways                            3%
/ / General Obligation                                14%
/ / Hospital/Health Care                              30%
/ / Lease Rental Appropriation                        15%
/ / Refunded Bonds                                    24%
/ / Municipal Electric Utilities                      14%



       4.  WHAT ARE THE SIGNIFICANT RISKS?
           YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
           HAPPEN FOR VARIOUS REASONS, INCLUDING:
        o  Rising interest rates, an issuer's worsening financial
           condition or a drop in bond ratings can reduce the price of
           your units.
        o  Because the Fund is concentrated in hospital/health care
           bonds, adverse developments in this sector may affect the
           value of your units.
           Approximately 15% of the bonds are moral obligation bonds.
           Generally the agency or authority issuing the bonds has no
           taxing power, and repayment of these bonds is only a moral
           commitment, but not a legal obligation of the state or
           municipality.
        o  Assuming no changes in interest rates, when you sell your
           units, they will generally be worth less than your cost
           because your cost included a sales fee.
        o  The Fund will receive early returns of principal if bonds
           are called or sold before they mature. If this happens your
           income will decline and you may not be able to reinvest the
           money you receive at as high a yield or as long a maturity.


                                       15
<PAGE>


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


           DEFINING YOUR INCOME


           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.52
           Annual Income per unit:                           $   54.25
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           be charged a reduced sales fee of no less than $5.00 per
           unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



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

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.17
           Evaluator's Fee
                                                     $    0.34
           Other Operating Expenses
                                                    -----------
                                                     $    1.58
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           New York Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior New York Series
           were offered between January 14, 1988 and October 16, 1996
           and were outstanding on March 31, 1999. OF COURSE, PAST
           PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 3/31/99.



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


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


High         5.38%      7.23%      7.44%      7.65%      8.43%      8.04%
Average      2.37       5.33       7.17       5.49       6.33       7.76
Low          -0.98      4.23       7.00       3.37       5.12       7.59


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


Average
Sales fee    3.11%      4.90%      5.77%


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

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.

                                       16
<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.
           UNIT PRICE PER UNIT                     $1,062.45
           (as of February 28, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.
      11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?
           The Fund pays income monthly.
           In the opinion of bond counsel when each bond was issued,
           interest on the bonds in this Fund is generally 100% exempt
           from regular federal income tax. Your income may also be
           exempt from some New York state and local personal income
           taxes if you live in New York.
           You will also receive principal payments if bonds are sold
           or called or mature, when the cash available is more than
           $5.00 per unit. You will be subject to tax on any gain
           realized by the Fund on the disposition of bonds.

      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective, but the bonds will generally not be
           insured. Income from this program will generally be subject
           to state and local income taxes. For more complete
           information about the program, including charges and fees,
           ask the Trustee for the program's prospectus. Read it
           carefully before you invest. The Trustee must receive your
           written election to reinvest at least 10 days before the
           record day of an income payment.
           EXCHANGE PRIVILEGES
           You may exchange units of this Fund for units of certain
           other Defined Asset Funds. You may also exchange into this
           Fund from certain other funds. We charge a reduced sales
           fee on exchanges.


                                       17
<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?
        O  The Fund plans to hold to maturity 7 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $3,110,000.
        o  The Fund is a unit investment trust which means that,
           unlike a mutual fund, the Portfolio is not managed.
        o  When the bonds were initially deposited they were rated A
           or better by Standard & Poor's, Moody's or Fitch. The
           quality of the bonds may currently be lower.
        o  Many of the bonds can be called at a premium declining over
           time to par value. Some bonds may be called earlier at par
           for extraordinary reasons.
        o  100% of the bonds are insured by insurance companies that
           guarantee timely payments of principal and interest on the
           bonds (but not Fund units or the market value of the bonds
           before they mature).

           The Portfolio consists of municipal bonds of the following
           types:



                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE



/ / Hospital/Health Care                               24%
/ / Industrial Development Revenue                     16%
/ / Municipal Water/Sewer Utilities                    16%
/ / Refunded Bonds                                     12%
/ / Special Tax                                        16%
/ / Universities/Colleges                              16%



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



           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF
           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.


                                       18
<PAGE>


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


           DEFINING YOUR INCOME


           WHAT YOU MAY EXPECT (Payable on the 25th day of
           the month to holders of record on the 10th day
           of the month):
           Regular Monthly Income per unit                           $    4.59
           Annual Income per unit:                           $   55.11
           These figures are estimates determined on the evaluation
           day; actual payments may vary.



       6.  WHAT ARE THE FUND'S FEES AND EXPENSES?
           This table shows the costs and expenses you may pay,
           directly or indirectly, when you invest in the Fund.
           INVESTOR FEES
           Maximum Sales Fee (Load) on new
           purchases (as a percentage of
           $1,000 invested)                                  2.90%
           Employees of some of the Sponsors and their affiliates may
           pay a reduced sales fee of no less than $5.00 per unit.
           The maximum sales fee is reduced if you invest at least
           $100,000, as follows:



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

           Maximum Exchange Fee                          1.90%


           ESTIMATED ANNUAL FUND OPERATING EXPENSES


                                                        AMOUNT
                                                      PER UNIT
                                                    -----------
                                                     $    0.70
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.18
           Evaluator's Fee
                                                     $    0.37
           Other Operating Expenses
                                                    -----------
                                                     $    1.62
           TOTAL



           The Sponsors historically paid updating expenses.
       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Pennsylvania Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to
           this Fund. These prior Series differed in that they
           charged a higher sales fee. These prior Pennsylvania
           Series were offered between May 19, 1988 and September 13,
           1996 and were outstanding on March 31, 1999. OF COURSE,
           PAST PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
           RESULTS OF THIS FUND.
           AVERAGE ANNUAL COMPOUND TOTAL RETURNS
           FOR PRIOR SERIES
           Reflecting all expenses. For periods ended 3/31/99.



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


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


High         3.65%      7.30%      6.98%      7.57%      8.50%      7.56%
Average      2.17       5.45       6.92       5.22       6.47       7.51
Low          -0.52      3.96       6.81       1.23       4.98       7.41


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


Average
Sales fee    3.03%      5.04%      5.68%


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

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.


                                       19
<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.
           UNIT PRICE PER UNIT                     $1,073.08
           (as of February 28, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



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


                                       20
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

                            FOR CALIFORNIA RESIDENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     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- 25,750  $      0- 43,050  20.10     5.01   5.63     6.26   6.88     7.51   8.14     8.76   9.39    10.01
$ 25,751- 62,450  $ 43,051-104,050  34.70     6.13   6.89     7.66   8.42     9.19   9.95    10.72  11.48    12.25
$ 62,451-130,250  $104,051-158,550  37.42     6.39   7.19     7.99   8.79     9.59  10.39    11.19  11.98    12.78
$130,251-283,150  $158,551-283,150  41.95     6.89   7.75     8.61   9.47    10.34  11.20    12.06  12.92    13.78
OVER $283,151        OVER $283,151  45.22     7.30   8.21     9.13  10.04    10.95  11.87    12.78  13.69    14.60
</TABLE>


                             FOR FLORIDA RESIDENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%     7%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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

<S>        <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>
 $      0- 25,750  $      0- 43,050  15.00     3.53   4.12     4.71   5.29     5.88   6.47     7.06   7.65     8.24
$ 27,751- 62,450  $ 43,051-104,050  28.00     4.17   4.86     5.56   6.25     6.94   7.64     8.33   9.03     9.72
$ 62,451-130,250  $104,051-158,550  31.00     4.35   5.07     5.80   6.52     7.25   7.97     8.70   9.42    10.14
$130,251-283,150  $158,551-283,150  36.00     4.69   5.47     6.25   7.03     7.81   8.59     9.38  10.16    10.94
OVER $283,151        OVER $283,151  39.60     4.97   5.79     6.62   7.45     8.28   9.11     9.93  10.76    11.59
</TABLE>


                            FOR NEW JERSEY RESIDENTS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     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- 25,750  $      0- 43,050  16.49     4.79   5.39     5.99   6.59     7.18   7.78     8.38   8.98     9.58
$ 25,751- 62,450  $ 43,051-104,050  31.98     5.88   6.62     7.35   8.09     8.82   9.56    10.29  11.03    11.76
$ 62,451-130,250  $104,051-158,550  35.40     6.19   6.97     7.74   8.51     9.29  10.06    10.84  11.61    12.38
$130,251-283,150  $158,551-283,150  40.08     6.68   7.51     8.34   9.18    10.01  10.85    11.68  12.52    13.35
OVER $283,151        OVER $283,151  43.45     7.07   7.96     8.84   9.73    10.61  11.49    12.38  13.26    14.15
</TABLE>


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

<TABLE>
<CAPTION>

                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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

<S>        <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>
 $      0- 25,750  $      0- 43,050  18.74     3.69   4.31     4.92   5.54     6.15   6.77     7.38   8.00
$ 25,751- 62,450  $ 43,051-104,050  31.17     4.36   5.08     5.81   6.54     7.26   7.99     8.72   9.44
$ 62,451-130,250  $104,051-158,550  34.04     4.55   5.31     6.06   6.82     7.58   8.34     9.10   9.85
$130,251-283,150  $158,551-283,150  38.82     4.90   5.72     6.54   7.35     8.17   8.99     9.81  10.62
OVER $283,151        OVER $283,151  42.26     5.20   6.06     6.93   7.79     8.66   9.53    10.39  11.26
</TABLE>


To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1999
federal and applicable State income tax rates and assumes that all income would
otherwise be taxed at the investor's highest tax rate. Yield figures are for
example only.

*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, you should consult your own tax advisers in this
regard.

                                       21
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

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


<TABLE>
<CAPTION>
                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     7%     7.5%     8%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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


<S>               <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>     <C>
                  $      0- 43,060  23.59     5.24   5.89     6.54   7.20     7.85   8.51     9.16   9.82    10.47
$      0-25,750-                    23.63     5.24   5.89     6.55   7.20     7.86   8.51     9.17   9.82    10.48
$ 25,751- 62,450  $ 43,051-104,050  35.35     6.19   6.96     7.73   8.51     9.28  10.05    10.83  11.60    12.37
$ 62,451-130,250  $104,051-158,550  38.04     6.46   7.26     8.07   8.88     9.68  10.49    11.30  12.11    12.91
$130,251-283,150  $158,551-283,150  42.53     6.96   7.83     8.70   9.57    10.44  11.31    12.18  13.05    13.92
OVER $283,151        OVER $283,151  45.77     7.38   8.30     9.22  10.14    11.06  11.98    12.91  13.83    14.75
</TABLE>


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


<TABLE>
<CAPTION>
                                  COMBINED
                                  EFFECTIVE
TAXABLE INCOME 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       4%     4.5%     5%     5.5%     6%     6.5%     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- 25,750  $      0- 43,050  20.82     5.05   5.68     6.31   6.95     7.58   8.21     8.84   9.47    10.10
$ 25,751- 62,450  $ 43,051-104,050  32.93     5.96   6.71     7.46   8.20     8.95   9.69    10.44  11.18    11.93
$ 62,451-130,250  $104,051-158,550  35.73     6.22   7.00     7.78   8.56     9.34  10.11    10.69  11.67    12.45
$130,251-283,150  $158,551-283,150  40.38     6.71   7.55     8.39   9.23    10.06  10.90    11.74  12.58    13.42
OVER $283,151        OVER $283,151  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 1999*              TAX RATE                       TAX-FREE YIELD OF
 SINGLE RETURN      JOINT RETURN     %       3%     3.5%     4%     4.5%     5%     5.5%     6%     6.5%     7%
                                                        IS EQUIVALENT TO A TAXABLE YIELD OF


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

<S>        <C>     <C>       <C>     <C>       <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>      <C>
 $      0- 25,750  $      0- 43,050  17.38     3.63   4.24     4.84   5.45     6.05   6.66     7.26   7.87     8.47
$ 27,751- 62,450  $ 43,051-104,050  30.02     4.29   5.00     5.72   6.43     7.14   7.86     8.57   9.29    10.00
$ 62,451-130,250  $104,051-158,550  32.93     4.47   5.22     5.96   6.71     7.46   8.20     8.95   9.69    10.44
$130,251-283,150  $158,551-283,150  37.79     4.82   5.63     6.43   7.23     8.04   8.84     9.65  10.45    11.25
OVER $283,151        OVER $283,151  41.29     5.11   5.96     6.81   7.66     8.52   9.37    10.22  11.07    11.92
</TABLE>


To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1999
federal and applicable State (and City) income tax rates and assumes that all
income would otherwise be taxed at the investor's highest tax rate. Yield
figures are for example only.

*Based upon net amount subject to federal income tax after deductions and
exemptions. This table does not reflect the possible effect of other tax
factors, such as alternative minimum tax, personal exemptions, the phase out of
exemptions, itemized deductions or the possible partial disallowance of
deductions. Consequently, investors are urged to consult their own tax advisers
in this regard.

                                       22
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

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

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

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

RETURN FIGURES

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

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


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


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

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

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

RECORDS AND REPORTS

You will receive:
o a monthly statement of income payments and any principal payments;
o a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
o an annual report on Fund activity; and
o annual tax information. This will also be sent to the IRS. You must report the
  amount of tax-exempt interest received during the year.

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

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

                                       23
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

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

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

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

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

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

REDUCED DIVERSIFICATION RISK

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

LIQUIDITY RISK

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

CONCENTRATION RISK

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

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

                                       24
<PAGE>
   o many hospitals are aggressively buying physician practices and assuming
     risk contracts to gain market share. If revenues do not increase
     accordingly, this practice could reduce profits;
   o Medicare is changing its reimbursement system for nursing homes. Many
     nursing home providers are not sure how they will be treated. In many
     cases, the providers may receive lower reimbursements and these would have
     to cut expenses to maintain profitability; and
   o most retirement/nursing home providers rely on entrance fees for operating
     revenues. If people live longer than expected and turnover is lower than
     budgeted, operating revenues would be adversely affected by less than
     expected entrance fees.

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

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

Here is what you should know about the Florida Portfolio's concentration in
refunded bonds. Refunded bonds are typically:
   o backed by direct obligations of the U.S. government; or
   o in some cases, backed by obligations guaranteed by the U.S. government and
      placed in escrow with an independent trustee;
   o noncallable prior to maturity; but
   o sometimes called for redemption prior to maturity.

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

STATE CONCENTRATION RISK

CALIFORNIA RISKS

Generally

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

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

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

State Government

The 1997-98 Budget Act allocated a State budget of approximately $66.9 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state,

                                       25
<PAGE>
California's budget is still subject to certain unforeseeable events. For
example:

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

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

   o California's general obligation bonds are currently rated A1 by Moody's and
     A+ by Standard & Poor's.

Other Risks

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

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

   o Certain other California laws subject the users of bond proceeds to strict
     rules and limits regarding revenue repayment.

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

FLORIDA RISKS

Generally

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

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

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

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

State and Local Government

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

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

MICHIGAN RISKS

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

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

                                       26
<PAGE>
   o because the state is highly reliant on the auto industry, its economy could
     be hurt by changes in that industry, expecially consolidation, plant
     closings and labor disputes;

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

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

   o the state sales tax rate was raised;

   o the income tax rate was lowered;

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

   o 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 JERSEY RISKS

State and Local Government

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

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

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

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

   o elementary and secondary education, and

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

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

NEW YORK RISKS

Generally

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

   o the high combined state and local tax burden;

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

   o sensitivity to the financial services industry; and

   o dependence on federal aid.

                                       27
<PAGE>
State Government

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

New York City Government

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

   o aging public facilities that need repair or replacement;

   o welfare and medical costs;

   o expiring labor contracts; and

   o a high and increasing debt burden.

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

PENNSYLVANIA RISKS

Generally

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

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

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

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

State and Local Governments

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

   o 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.

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

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

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

                                       28
<PAGE>
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:
   o limiting real property taxes,
   o reducing tax rates,
   o imposing a flat or other form of tax, or
   o exempting investment income from tax.

SELLING OR EXCHANGING UNITS

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

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

SPONSORS' SECONDARY MARKET

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

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

SELLING UNITS TO THE TRUSTEE

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

Within seven days after your request and the necessary documents are received,
the Trustee

                                       29
<PAGE>
will mail a check to you. Contact the Trustee for additional information.

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

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

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

EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

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

                                       30
<PAGE>
from 0.5% of face amount on actively traded issues to 3.5% on inactively traded
issues; the difference has averaged between 1 and 2%.

INCOME

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

EXPENSES

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

The Sponsors are currently reimbursed up to 45 cents per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Portfolio's registration statement yearly are also
now chargeable to the Portfolio. While this fee may exceed the amount of these
costs and expenses attributable to this Fund, the total of these fees for all
Series of Defined Asset Funds will not exceed the aggregate amount attributable
to all of these Series for any calendar year. The Fund also pays the Evaluator's
fees.

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

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

PORTFOLIO CHANGES

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

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

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

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

                                       31
<PAGE>
   o size of the Fund relative to its original size;
   o ratio of Fund expenses to income;
   o current and long-term returns;
   o degree to which units may be selling at a premium over par; and
   o cost of maintaining a current prospectus.

FUND TERMINATION

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

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

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

CERTIFICATES

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

TRUST INDENTURE

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

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

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

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
   o it fails to perform its duties and the Sponsors determine that its
     replacement is in your best interest; or
   o it becomes incapable of acting or bankrupt or its affairs are taken over by
      public authorities.
Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign

                                       32
<PAGE>
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:
   o remove it and appoint a replacement Sponsor;
   o liquidate the Fund; or
   o continue to act as Trustee without a Sponsor.

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

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

LEGAL OPINION

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

AUDITORS

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

SPONSORS

The Sponsors are:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051

SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

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

TRUSTEE

The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th

                                       33
<PAGE>
Floor, New York, New York 10004, is the Trustee.

It is supervised by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and New York State banking authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the issuers of the securities
contained in the Portfolios, but we cannot predict whether any impact will be
material to any Portfolio as a whole.

TAXES

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

At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes and federal
alternative minimum tax. Neither we nor our counsel have reviewed the issuance
of the bonds, related proceedings or the basis for the opinions of counsel for
the issuers. We cannot assure you that the issuer (or other users) have complied
or will comply with any requirements necessary for a bond to be tax-

                                       34
<PAGE>
exempt. If any of the bonds were determined not to be tax-exempt, you could be
required to pay income tax for current and prior years, and if the Fund were to
sell the bond, it might have to sell it at a substantial discount.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

INCOME OR LOSS UPON DISPOSITION

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

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term if you held
it for one year or less. If you are an individual and sell your units after
holding them for more than one year, you may be entitled to a 20% maximum
federal tax rate on any resulting gains. Consult your tax adviser in this
regard. Because the deductibility of capital losses is subject to limitations,
you may not be able to deduct all of your capital losses.

YOUR BASIS IN THE BONDS

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

EXPENSES

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

STATE AND LOCAL TAXES

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

                                       35
<PAGE>
local taxation. You should consult your tax adviser in this regard.

CALIFORNIA TAXES

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

Under the income tax laws of the State of California, the Trust will not be
taxed as a corporation and you will be considered to own directly your share of
each bond of the Trust. If you are a California taxpayer, your share of the
income from the bonds of the Trust will not be tax-exempt in California except
for California personal income tax purposes and only to the extent that the
income is earned on bonds that are exempt for such purposes. If you are a
California taxpayer and all or part of your share of a bond is disposed of (for
example, when a bond is sold, exchanged or redeemed at maturity or you sell or
exchange your units), you will recognize gain or loss for California tax
purposes. Depending on where you live, your income from the Trust may be subject
to state and local taxation. You should consult your tax advisor in this regard.

FLORIDA TAXES

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

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

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

MICHIGAN TAXES

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

Under the income tax laws of the State of Michigan, the Fund will not be taxed
as a corporation. If you are a Michigan taxpayer, your interest income from the
Fund will not be tax-exempt in Michigan except to the extent that the interest
is earned on bonds that are tax-exempt for Michigan purposes. Capital gain
distributions and capital gain or loss on your Fund units themselves will be
subject to Michigan income tax. Depending on where you live, your income from
the Fund may be subject to state and local taxation. You should consult your tax
adviser in this regard.

NEW JERSEY TAXES

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

                                       36
<PAGE>
The Fund will not be taxed as a corporation under the current income tax laws of
the State of New Jersey. Your income from the Fund may be subject to taxation
depending on where you live. If you are a New Jersey taxpayer your income from
the Fund (including gains on sales of bonds by the Fund) and gains on sales of
units by you will be tax-exempt to the extent that income and gains are earned
on bonds that are tax-exempt for New Jersey purposes. You should consult your
tax adviser as to the consequences to you with respect to any investment you
make in the Fund.

PENNSYLVANIA TAXES

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

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

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.

                                       37
          MUNICIPAL INVESTMENT TRUST FUND - MULTISTATE SERIES - 57
          (CALIFORNIA, FLORIDA, MICHIGAN, NEW JERSEY, NEW YORK AND
          PENNSYLVANIA TRUSTS), DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Municipal Investment Trust Fund, Multistate
          Series -  57 (California, Florida, Michigan,
          New Jersey, New York and Pennsylvania Trusts),
          Defined Asset Funds:

          We have audited the accompanying statements of condition of
          Municipal Investment Trust Fund - Multistate Series - 57
          (California, Florida, Michigan, New Jersey, New York and
          Pennsylvania Trusts), Defined Asset Funds, including the
          portfolios, as of February 28, 1999 and the related
          statements of operations and of changes in net assets for
          the years ended February 28, 1999, 1998 and 1997. These
          financial statements are the responsibility of the Trustee.
          Our responsibility is to express an opinion on these
          financial statements based on our audits.

          We conducted our audits in accordance with generally
          accepted auditing standards. Those standards require that
          we plan and perform the audit to obtain reasonable
          assurance about whether the financial statements are free
          of material misstatement. An audit includes examining, on a
          test basis, evidence supporting the amounts and disclosures
          in the financial statements. Securities owned at February
          28, 1999, as shown in such portfolios, were confirmed to us
          by The Chase Manhattan Bank, the Trustee. An audit also includes
          assessing the accounting principles used and significant estimates
          made by the Trustee, as well as evaluating the overall financial
          statement presentation. We believe that our audits provide
          a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above
          present fairly, in all material respects, the financial position
          of Municipal Investment Trust Fund - Multistate Series - 57
          (California, Florida, Michigan, New Jersey, New York and
          Pennsylvania Trusts), Defined Asset Funds at February 28, 1999
          and the results of their  operations and changes in their net
          assets for the above-stated years in conformity with generally
          accepted accounting principles.




          DELOITTE & TOUCHE LLP


          New York, N.Y.
          April 14, 1999

                                                      D -  1.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (ALIFORNIA TRUST), DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 28, 1999
<TABLE>
<CAPTION>

<S>                    <C>                <C>                              <C>
     TRUST PROPERTY:
       Investment in marketable securities -
 20     at value (cost $ 2,926,642 )(Note 1).........                      $ 3,245,460
 36  Accrued interest ...............................                           45,998
 32  Cash - income ..................................                           14,290
 34  Cash - principal ...............................                            2,229
                                                                             -----------
 40    Total trust property .........................                        3,307,977


     LESS LIABILITIES:
 50  Income advance from Trustee.....................      $    22,646
 51  Accrued Sponsors' fees .........................              190
 52  Trustee's fees and expenses payable.............              517          23,353
                                                             -----------     -----------

     NET ASSETS, REPRESENTED BY:
 80  3,060 units of fractional undivided
 80     interest outstanding (Note 3)................        3,247,689

105  Undistributed net investment income ............           36,935     $ 3,284,624
                                                             -----------     ===========

130UNIT VALUE ($ 3,284,624 / 3,060 units )...........                      $  1,073.41
                                                                             ===========
</TABLE>



                                          See Notes to Financial Statements.




                                                      D -  2.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (CALIFORNIA TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        Years Ended February 28,
                                                                        1999              1998              1997
                                                                        ----              ----              ----

     INVESTMENT INCOME:
<S>                                                               <C>               <C>               <C>
 10  Interest income ........................                     $   184,697       $   197,565       $   204,250
 20  Trustee's fees and expenses ............                          (4,560)           (4,901)           (4,890)
 30  Sponsors' fees .........................                          (1,183)           (1,241)           (1,246)
                                                                    ------------------------------------------------
 40  Net investment income ..................                         178,954           191,423           198,114
                                                                    ------------------------------------------------

     REALIZED AND UNREALIZED GAIN (LOSS)
       ON INVESTMENTS:
       Realized gain on
 50    securities sold or redeemed ..........                          16,013            16,559
       Unrealized appreciation (depreciation)
 60    of investments .......................                          16,575           141,129            (5,340)
                                                                    ------------------------------------------------
       Net realized and unrealized
 70    gain (loss) on investments ...........                          32,588           157,688            (5,340)
                                                                    ------------------------------------------------


     NET INCREASE IN NET ASSETS
 80  RESULTING FROM OPERATIONS ..............                     $   211,542       $   349,111       $   192,774
                                                                    ================================================




</TABLE>

                                   See Notes to Financial Statements.






                                                      D -  3.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (CALIFORNIA TRUST), DEFINED ASSET FUNDS

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

                                                                        Years Ended February 28,
                                                                        1999              1998              1997
                                                                        ----              ----              ----

     OPERATIONS:
<S>                                                               <C>               <C>               <C>
 10  Net investment income ..................                     $   178,954       $   191,423       $   198,114
       Realized gain on
 20    securities sold or redeemed ..........                          16,013            16,559
       Unrealized appreciation (depreciation)
 30    of investments .......................                          16,575           141,129            (5,340)
                                                                    ------------------------------------------------
       Net increase in net assets
 40    resulting from operations ............                         211,542           349,111           192,774
                                                                    ------------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
 50  Income  ................................                        (179,642)         (191,706)         (198,102)
 60  Principal ..............................                          (9,774)           (9,801)
                                                                    ------------------------------------------------
 70  Total distributions ....................                        (189,416)         (201,507)         (198,102)
                                                                    ------------------------------------------------
     SHARE TRANSACTIONS:
 82  Redemption amounts - income ............                          (2,112)           (2,965)
 83  Redemption amounts - principal .........                        (195,512)         (264,440)
                                                                    ------------------------------------------------
 84  Total share transactions ...............                        (197,624)         (267,405)
                                                                    ------------------------------------------------

 90NET DECREASE IN NET ASSETS ...............                        (175,498)         (119,801)           (5,328)

100NET ASSETS AT BEGINNING OF YEAR ..........                       3,460,122         3,579,923         3,585,251
                                                                    ------------------------------------------------
110NET ASSETS AT END OF YEAR ................                     $ 3,284,624       $ 3,460,122       $ 3,579,923
                                                                    ================================================
     PER UNIT:
       Income distributions during
120    year .................................                     $     56.38       $     56.48       $     56.60
                                                                    ================================================
       Principal distributions during
130    year .................................                     $      3.15       $      2.96
                                                                    =====================================
       Net asset value at end of
140    year .................................                     $  1,073.41       $  1,067.28       $  1,022.84
                                                                    ================================================
     TRUST UNITS:
 83  Redeemed during year ...................                             182               258
150  Outstanding at end of year .............                           3,060             3,242             3,500
                                                                    ================================================
</TABLE>

                                        See Notes to Financial Statements.
                                                      D -  4.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(CALIFORNIA TRUST), DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

(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>
<CAPTION>

<S>              <C>                                                                                   <C>
  10     Cost of 3,060 units at Date of Deposit .....................                                  $ 3,090,513
 20     Less sales charge ..........................................                                      139,077
                                                                                                      -----------
 25     Net amount applicable to Holders ...........................                                    2,951,436
 31     Redemptions of units - net cost of 440 units redeemed
143       less redemption amounts (principal).......................                                      (35,561)
 40     Realized gain on securities sold or redeemed ...............                                       32,571
 50     Principal distributions ....................................                                      (19,575)
 70     Unrealized appreciation of investments......................                                      318,818
                                                                                                        -----------

 80     Net capital applicable to Holders ..........................                                  $ 3,247,689
                                                                                                        ===========
</TABLE>

4. INCOME TAXES

As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $318,818, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $2,926,642 at February 28, 1999.





                                                      D -  5.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (CALIFORNIA TRUST) (INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 28, 1999
<TABLE>
<CAPTION>

                                             Rating of                            PE VER C.     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>         <C>
    1 State Pub. Works Bd. of the State of       AAA     $   295,000     6.400 %      2016(5)   12/01/02     $   302,997 $   330,751
     CA, Lease Rev. Bonds (The Regents of                    13068GKW5                       @  102.000
     the Univ. of CA), 1992 Ser. A (Various
     Univ. of CA Proj.) (AMBAC Ins.)

   2 The City of Los Angeles, CA, Wastewater    AAA         460,000     5.700        2020      06/01/03         438,937     483,400
     Sys. Rev. Bonds, Rfdg. Ser. 1993-A                      544652SP6                       @  102.000
     (MBIA Ins.)

   3 Brea Redev. Agy. (Orange Cnty., CA),       AAA         500,000     5.750        2023      08/01/03         476,185     531,425
     1993 Tax Alloc. Rfdg. Bonds (Redev.                     106287EF8                       @  102.000
     Proj. AB) (MBIA Ins.)

   4 City of Loma Linda, CA, Hosp. Rev.         AAA         465,000     5.375        2022      12/01/03         419,556     473,798
     Rfdg. Bonds (Loma Linda Univ. Med.                      541482GZ2                       @  102.000
     Center Proj.), Ser. 1993-C (MBIA Ins.)

   5 Elsinore Valley, CA, Mun. Wtr. Dist.       AAA         500,000     5.750        2019      07/01/02         477,545     526,395
     (Riverside Cnty.), Rfdg. Cert. of Part.,                290319CR1                       @  102.000
     Ser. 1992 A (Financial Guaranty Ins.)

   6 City and Cnty. of San Francisco, CA,       AAA          70,000     6.000        2020(5)   05/01/03          69,539      77,726
     Airports Comm., San Francisco Intl.                     79765ACA2                       @  102.000
     Arpt., Second Ser. Rfdg. Rev. Bonds
     (MBIA Ins.)
                                                AAA         260,000     6.000        2020      05/01/03         258,288     283,384
                                                             79765ACJ3                       @  102.000

   7 Department of Wtr. and Pwr. of the City    AAA         500,000     5.875        2030      09/01/03         483,595     538,581
     of Los Angeles, CA, Elec. Plant Rfdg.                   544508FU3                       @  102.000
     Rev. Bonds, Issue of 1993 (MBIA Ins.)
                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,050,000                                         $ 2,926,642 $ 3,245,460
                                                          =========                                           =========   =========
</TABLE>

                                    See Notes to Portfolios on Page D - 32.


                                                                 D -  6.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (FLORIDA TRUST), DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 28, 1999
<TABLE>
<CAPTION>

     TRUST PROPERTY:
       Investment in marketable securities -
<S>                     <C>                <C>                                                         <C>
  20     at value (cost $ 2,419,287 )(Note 1).........                                                 $ 2,681,534
 36  Accrued interest ...............................                                                      40,650
 32  Cash - income ..................................                                                      11,806
 34  Cash - principal ...............................                                                          18
                                                                                                        -----------
 40    Total trust property .........................                                                   2,734,008


     LESS LIABILITIES:
 50  Income advance from Trustee.....................                                 $    19,705
143  Accrued Sponsors' fees .........................                                         188          19,893
                                                                                        -----------     -----------


     NET ASSETS, REPRESENTED BY:
 80  2,512 units of fractional undivided
 80     interest outstanding (Note 3)................                                   2,681,553

105  Undistributed net investment income ............                                      32,562     $ 2,714,115
                                                                                        -----------     ===========

130UNIT VALUE ($ 2,714,115 / 2,512 units )...........                                                 $  1,080.46
                                                                                                        ===========
</TABLE>





                                           See Notes to Financial Statements.







                                                      D - 7.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (FLORIDA TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                        Years Ended February 28,
                                                           1999              1998              1997
                                                           ----              ----              ----

INVESTMENT INCOME:
<S>                                                           <C>               <C>               <C>
 Interest income ........................                     $   155,533       $   182,900       $   189,341
Trustee's fees and expenses ............                          (3,624)           (4,612)           (4,364)
Sponsors' fees .........................                          (1,102)           (1,133)           (1,154)
                                                             ------------------------------------------------
Net investment income ..................                         150,807           177,155           183,823
                                                             ------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on
securities sold or redeemed ..........                            46,112             2,401             1,414
Unrealized appreciation (depreciation)
of investments .......................                            (6,096)          180,105           (50,137)
                                                             ------------------------------------------------
Net realized and unrealized
gain (loss) on investments ...........                            40,016           182,506           (48,723)
                                                             ------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS ..............                     $   190,823       $   359,661       $   135,100
                                                             ================================================

</TABLE>

                                          See Notes to Financial Statements.


                                                      D -  8.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (FLORIDA TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                        Years Ended February 28,
                                                                        1999              1998              1997
                                                                        ----              ----              ----
     OPERATIONS:
<S>                                                           <C>               <C>               <C>
 Net investment income ..................                     $   150,807       $   177,155       $   183,823
Realized gain on
securities sold or redeemed ..........                            46,112             2,401             1,414
Unrealized appreciation (depreciation)
of investments .......................                            (6,096)          180,105           (50,137)
                                                             ------------------------------------------------
Net increase in net assets
resulting from operations ............                           190,823           359,661           135,100
                                                              ------------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
Income  ................................                        (150,350)         (177,334)         (183,906)
Principal ..............................                         (21,615)           (3,200)           (2,470)
                                                              ------------------------------------------------
Total distributions ....................                        (171,965)         (180,534)         (186,376)
                                                              ------------------------------------------------
     SHARE TRANSACTIONS:
Redemption amounts - income ............                          (8,301)             (648)           (1,014)
Redemption amounts - principal .........                        (628,362)          (60,689)          (84,251)
                                                              ------------------------------------------------
Total share transactions ...............                        (636,663)          (61,337)          (85,265)
                                                              ------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS.....                        (617,805)          117,790          (136,541)

NET ASSETS AT BEGINNING OF YEAR ..........                       3,331,920         3,214,130         3,350,671
                                                              ------------------------------------------------
NET ASSETS AT END OF YEAR ................                     $ 2,714,115       $ 3,331,920       $ 3,214,130
                                                              ================================================
PER UNIT:
Income distributions during
year .................................                         $     56.33       $     56.71       $     56.95
                                                              ================================================
Principal distributions during
year .................................                         $      8.48       $      1.03       $      0.78
                                                              ================================================
Net asset value at end of
year .................................                         $  1,080.46       $  1,072.39       $  1,014.88
                                                              ================================================
TRUST UNITS:
Redeemed during year ...................                             595                60                83
Outstanding at end of year .............                           2,512             3,107             3,167
                                                              ================================================

</TABLE>

                                            See Notes to Financial Statements.
                                                      D - 9.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(FLORIDA TRUST), DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1 SIGNIFICANT ACCOUNTING POLICIES

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

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

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

(C) Interest income is recorded as earned.

2 DISTRIBUTIONS

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

     3.   NET CAPITAL

<TABLE>
<CAPTION>


<S>           <C>                                                                                   <C>
      Cost of 2,512 units at Date of Deposit .....................                                  $ 2,565,591
     Less sales charge ..........................................                                       115,452
                                                                                                    -----------
     Net amount applicable to Holders ...........................                                     2,450,139
     Redemptions of units - net cost of 738 units redeemed
     less redemption amounts (principal).......................                                         (53,476)
     Realized gain on securities sold or redeemed ...............                                        49,928
     Principal distributions ....................................                                       (27,285)
     Unrealized appreciation of investments......................                                       262,247
                                                                                                    -----------

     Net capital applicable to Holders ..........................                                   $ 2,681,553
                                                                                                    ===========
</TABLE>

4 INCOME TAXES

As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $262,247, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $2,419,287 at February 28, 1999.





                                                      D - 10.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (FLORIDA TRUST) (INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 28, 1999

<TABLE>
<CAPTION>



                                             Rating of                            PE VER C.     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>         <C>
    1 State of Florida, Orlando-Orange Cnty.     AAA     $   500,000     5.500 %      2018      07/01/03     $   468,210 $   518,090
     Expwy. Auth., Sr. Lien Rev. Rfdg.                       686543HV4                       @  102.000
     Bonds, Ser. of 1993
     (Financial Guaranty Ins.)

   2 State of Florida, Dept. of Trans.,         AAA         440,000     6.350        2022(5)   07/01/02         450,762     481,716
     Turnpike Rev. Bonds, Ser. 1992 A                        343136GB7                       @  101.000
     (Financial Guaranty Ins.)

   3 Pinellas Cnty., FL, Sewer Rev. Bonds,      AAA         110,000     6.000        2024(5)   10/01/02         110,424     120,764
     Ser. 1994 (Financial Guaranty Ins.)                     723215DG1                       @  102.000

   4 City of Miami Beach, FL, Hlth. Fac.        AAA         500,000     6.250        2019      11/15/02         507,710     547,300
     Auth., Hosp. Rev. Rfdg. Bonds, Ser. 1992                593211AM7                       @  102.000
     (Mount Sinai Med. Center Proj.)
     (Financial Guaranty Ins.)

   5 City of Hollywood, FL, Wtr. and Swr.       AAA         450,000     5.600        2023      10/01/03         425,236     469,354
     Rev. Rfdg. Bonds, Ser. 1993                             436212CN2                       @  102.000
     (Financial Guaranty Ins.)

   6 Village Center Cmnty. Dev. Dist.           AAA         500,000     5.375        2023(5)   11/01/03         456,945     544,310
     (Lake Cnty., Fl), Util. rev. Bonds,                     927063AN7                       @  102.000
    Ser. 1993 (Financial Guaranty Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 2,500,000                                         $ 2,419,287 $ 2,681,534
                                                          =========                                           =========   =========
</TABLE>

                                    See Notes to Portfolios on Page D - 32.










                                                                 D - 11.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (MICHIGAN TRUST), DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 28, 1999

<TABLE>
<CAPTION>

     TRUST PROPERTY:
<S>                                                                                <C>             <C>
     Investment in marketable securities -
     at value (cost $ 2,517,045 )(Note 1).........                                                 $ 2,781,248
  Accrued interest ...............................                                                      40,862
  Cash - income ..................................                                                      12,111
  Cash - principal ...............................                                                         616
                                                                                                   -----------
    Total trust property .........................                                                   2,834,837


  LESS LIABILITIES:
  Income advance from Trustee.....................                                 $    19,808
  Accrued Sponsors' fees .........................                                         166          19,974
                                                                                   -----------     -----------


  NET ASSETS, REPRESENTED BY:
  2,650 units of fractional undivided
     interest outstanding (Note 3)................                                   2,781,864

  Undistributed net investment income ............                                      32,999     $ 2,814,863
                                                                                   -----------     ===========

UNIT VALUE ($ 2,814,863 / 2,650 units )...........                                                 $  1,062.21
                                                                                                   ===========

</TABLE>




                                         See Notes to Financial Statements.






                                                      D - 12.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (MICHIGAN TRUST), DEFINED ASSET FUNDS



     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                        Years Ended February 28,
                                                                        1999              1998              1997
                                                                        ----              ----              ----


  INVESTMENT INCOME:
<S>                                                             <C>               <C>               <C>
   Interest income ........................                     $   154,665       $   162,172       $   169,874
  Trustee's fees and expenses ............                          (3,644)           (4,456)           (4,224)
  Sponsors' fees .........................                          (1,008)           (1,044)           (1,062)
                                                                 ------------------------------------------------
  Net investment income ..................                         150,013           156,672           164,588
                                                                 ------------------------------------------------


  REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENTS:
    Realized gain on
    securities sold or redeemed ..........                          10,770             9,204             1,178
    Unrealized appreciation (depreciation)
    of investments .......................                           9,695           157,069           (55,688)
                                                                 ------------------------------------------------
    Net realized and unrealized
    gain (loss) on investments ...........                          20,465           166,273           (54,510)
                                                                 ------------------------------------------------

  NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                     $   170,478       $   322,945       $   110,078
                                                                 ================================================

</TABLE>



                                           See Notes to Financial Statements.



                                                      D - 13.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (MICHIGAN TRUST), DEFINED ASSET FUNDS



     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>



                                                                               Years Ended February 28,
                                                                        1999              1998              1997
                                                                        ----              ----              ----


  OPERATIONS:
<S>                                                             <C>               <C>               <C>
   Net investment income ..................                     $   150,013       $   156,672       $   164,588
    Realized gain on
    securities sold or redeemed ..........                          10,770             9,204             1,178
       Unrealized appreciation (depreciation)
    of investments .......................                           9,695           157,069           (55,688)
                                                                 ------------------------------------------------
    Net increase in net assets
    resulting from operations ............                         170,478           322,945           110,078
                                                                 ------------------------------------------------
  DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................                        (150,138)         (156,740)         (164,699)
  Principal ..............................                          (5,213)           (6,589)           (1,833)
                                                                 ------------------------------------------------
  Total distributions ....................                        (155,351)         (163,329)         (166,532)
                                                                 ------------------------------------------------
  SHARE TRANSACTIONS:
  Redemption amounts - income ............                          (1,523)           (2,176)             (393)
  Redemption amounts - principal .........                        (136,607)         (178,274)          (37,101)
                                                                 ------------------------------------------------
  Total share transactions ...............                        (138,130)         (180,450)          (37,494)
                                                                 ------------------------------------------------

NET DECREASE IN NET ASSETS ...............                        (123,003)          (20,834)          (93,948)

NET ASSETS AT BEGINNING OF YEAR ..........                       2,937,866         2,958,700         3,052,648
                                                                 ------------------------------------------------
NET ASSETS AT END OF YEAR ................                     $ 2,814,863       $ 2,937,866       $ 2,958,700
                                                                 ================================================
  PER UNIT:
    Income distributions during
    year .................................                     $     55.09       $     55.06       $     55.37
                                                                 ================================================
    Principal distributions during
    year .................................                     $      1.93       $      2.37       $      0.62
                                                                 ================================================
    Net asset value at end of
    year .................................                     $  1,062.21       $  1,056.79       $  1,000.91
                                                                 ================================================
  TRUST UNITS:
  Redeemed during year ...................                             130               176                37
  Outstanding at end of year .............                           2,650             2,780             2,956
                                                                 ================================================
</TABLE>



                                          See Notes to Financial Statements.
                                                      D - 14.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(MICHIGAN TRUST), DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

(C) Interest income is recorded as earned.

2. DISTRIBUTIONS

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

3. NET CAPITAL

<TABLE>
<CAPTION>

<S>           <C>                                                                                   <C>
      Cost of 2,650 units at Date of Deposit .....................                                  $ 2,664,118
     Less sales charge ..........................................                                       119,886
                                                                                                    -----------
     Net amount applicable to Holders ...........................                                     2,544,232
     Redemptions of units - net cost of 600 units redeemed
       less redemption amounts (principal).......................                                           487
     Realized loss on securities sold or redeemed ...............                                        (5,633)
     Principal distributions ....................................                                       (21,425)
     Unrealized appreciation of investments......................                                       264,203
                                                                                                    -----------

     Net capital applicable to Holders ..........................                                   $ 2,781,864
                                                                                                    ===========
</TABLE>

4. INCOME TAXES

As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $264,203, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $2,517,045 at February 28, 1999.






                                                      D - 15.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (MICHIGAN TRUST) (INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 28, 1999

<TABLE>
<CAPTION>


                                             Rating of                            PE VER C.     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>         <C>
    1 Gaylord Comm. Schools, Counties of         AAA     $   460,000     5.625 %      2021      05/01/03     $   434,084 $   482,057
     Otsego, Antrim and Crawford, State of                   368172HT2                       @  102.000
     MI, 1993 Rfdg. Bonds (G.O.-Unltd. Tax)
     (MBIA Ins.)

   2 Michigan State Hosp. Fin. Auth., Hosp.     AAA         445,000     5.500        2013      11/01/03         417,103     463,108
     Rev. Rfdg. Bonds (Oakwood Hosp. Oblig.                  59465CP92                       @  102.000
     Group), (Financial Guaranty Ins.)

   3 Livonia Pub. School Dist., Cnty. of        AAA         500,000     5.500        2021      05/01/03         463,555     517,410
     Wayne, State of MI, 1993 Rfdg. Bonds                    539243PA7                       @  102.000
     (G.O.-Unltd. Tax)
     (Financial Guaranty Ins.)

   4 Michigan Mun. Bond Auth., Loc. Govt.       AAA          65,000     6.125        2018      12/01/04          64,543      72,294
     Loan Prog. Rev. Bonds, Ser. 1994 A                      5945536E4                       @  102.000
     (Wayne Cnty. Bldg. Auth. Bonds)
     (Financial Guaranty Ins.)

   5 Huron Valley Sch. Dist., Counties of       AAA         465,000     6.125        2020      05/01/03         469,627     509,789
     Oakland and Livingston, State of                        447726GM6                       @  102.000
     MI, 1993 Rfdg. Bonds (G.O.-Unltd. Tax)
     (Financial Guaranty Ins.)

   6 The Econ. Dev. Corp. of the Cnty. of       AAA         250,000     6.050        2024      08/01/02         248,255     270,718
     St. Clair, State of MI, Poll. Ctl. Rfdg.                788684AB4                       @  102.000
     Rev. Bonds (The Detroit Edison Co. Proj.),
     (AMBAC Ins.)

   7 Board of Trustees of Western Michigan      AAA         450,000     5.500        2016      07/15/03         419,878     465,872
     Univ., Gen. Rev. Bonds, Ser. 1993 A                     958638LY2                       @  102.000
     (Financial Guaranty Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 2,635,000                                         $ 2,517,045 $ 2,781,248
                                                          =========                                           =========   =========
</TABLE>


                                        See Notes to portfolios on page D - 32.


                                                                 D - 16.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 28, 1999

<TABLE>
<CAPTION>


  TRUST PROPERTY:
<S>                                                                               <C>              <C>
    Investment in marketable securities -
     at value (cost $ 2,618,489 )(Note 1).........                                                 $ 2,862,068
  Accrued interest ...............................                                                      34,866
  Cash - income ..................................                                                      12,900
  Cash - principal ...............................                                                       6,159
                                                                                                     -----------
    Total trust property .........................                                                   2,915,993


  LESS LIABILITIES:
  Income advance from Trustee.....................                                 $    14,689
  Accrued Sponsors' fees .........................                                         172          14,861
                                                                                     -----------     -----------

  NET ASSETS, REPRESENTED BY:
  2,724 units of fractional undivided
     interest outstanding (Note 3)................                                   2,868,228

  Undistributed net investment income ............                                      32,904     $ 2,901,132
                                                                                     -----------     ===========

UNIT VALUE ($ 2,901,132 / 2,724 units )...........                                                 $  1,065.03
                                                                                                     ===========

</TABLE>




                                     See Notes to Financial Statements.








                                                      D - 17.

      MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                              Years Ended February 28,
                                                                     1999              1998              1997
                                                                     ----              ----              ----

  INVESTMENT INCOME:
<S>                                                             <C>               <C>               <C>
   Interest income ........................                     $   159,478       $   176,078       $   183,102
  Trustee's fees and expenses ............                          (3,817)           (4,706)           (4,482)
  Sponsors' fees .........................                          (1,053)           (1,129)           (1,154)
                                                                 ------------------------------------------------
  Net investment income ..................                         154,608           170,243           177,466
                                                                 ------------------------------------------------

  REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENTS:
    Realized gain (loss) on
    securities sold or redeemed ..........                          15,080            12,192            (1,080)
    Unrealized appreciation (depreciation)
    of investments .......................                          13,534           150,316           (41,871)
                                                                 ------------------------------------------------
    Net realized and unrealized
    gain (loss) on investments ...........                          28,614           162,508           (42,951)
                                                                 ------------------------------------------------


  NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                     $   183,222       $   332,751       $   134,515
                                                                 ================================================


</TABLE>



                                         See Notes to Financial Statements.




                                                      D - 18.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW JERSEY TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>

                                                                               Years Ended February 28,
                                                                     1999              1998              1997
                                                                     ----              ----              ----


  OPERATIONS:
<S>                                                             <C>               <C>               <C>
   Net investment income ..................                     $   154,608       $   170,243       $   177,466
    Realized gain (loss) on
    securities sold or redeemed ..........                          15,080            12,192            (1,080)
    Unrealized appreciation (depreciation)
    of investments .......................                          13,534           150,316           (41,871)
                                                                 ------------------------------------------------
    Net increase in net assets
    resulting from operations ............                         183,222           332,751           134,515
                                                                 ------------------------------------------------
  DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................                        (154,767)         (170,204)         (177,589)
  Principal ..............................                          (4,620)           (8,442)           (5,278)
                                                                 ------------------------------------------------
  Total distributions ....................                        (159,387)         (178,646)         (182,867)
                                                                 ------------------------------------------------
  SHARE TRANSACTIONS:
  Redemption amounts - income ............                          (2,128)           (3,629)             (542)
  Redemption amounts - principal .........                        (196,277)         (295,270)          (49,066)
                                                                 ------------------------------------------------
  Total share transactions ...............                        (198,405)         (298,899)          (49,608)
                                                                 ------------------------------------------------

NET DECREASE IN NET ASSETS ...............                        (174,570)         (144,794)          (97,960)

NET ASSETS AT BEGINNING OF YEAR ..........                       3,075,702         3,220,496         3,318,456
                                                                 ------------------------------------------------
NET ASSETS AT END OF YEAR ................                     $ 2,901,132       $ 3,075,702       $ 3,220,496
                                                                 ================================================
  PER UNIT:
    Income distributions during
    year .................................                     $     54.69       $     54.92       $     55.22
                                                                 ================================================
    Principal distributions during
    year .................................                     $      1.64       $      2.90       $      1.65
                                                                 ================================================
    Net asset value at end of
    year .................................                     $  1,065.03       $  1,056.58       $  1,006.72
                                                                 ================================================
  TRUST UNITS:
  Redeemed during year ...................                             187               288                51
  Outstanding at end of year .............                           2,724             2,911             3,199
                                                                 ================================================

</TABLE>


                                        See Notes to Financial Statements.
                                                      D - 19.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(NEW JERSEY TRUST), DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

(C) Interest income is recorded as earned.

2. DISTRIBUTIONS

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

3. NET CAPITAL

<TABLE>
<CAPTION>

<S>           <C>                                                                                   <C>
      Cost of 2,724 units at Date of Deposit .....................                                  $ 2,771,100
     Less sales charge ..........................................                                      124,705
                                                                                                   -----------
     Net amount applicable to Holders ...........................                                    2,646,395
     Redemptions of units - net cost of 526 units redeemed
       less redemption amounts (principal).......................                                      (29,598)
     Realized gain on securities sold or redeemed ...............                                       26,192
     Principal distributions ....................................                                      (18,340)
     Unrealized appreciation of investments......................                                      243,579
                                                                                                   -----------

     Net capital applicable to Holders ..........................                                  $ 2,868,228
                                                                                                   ===========
</TABLE>

4. INCOME TAXES

As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $243,579, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $2,618,489 at February 28, 1999.





                                                     D - 20.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW JERSEY TRUST) (INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 28, 1999

<TABLE>
<CAPTION>



                                             Rating of                            PE VER C.     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 NJ Hlth. Care Fac. Fin. Auth., Rev.        AAA     $   440,000     5.500 %      2013      07/01/04     $   419,861 $   468,917
  Bonds, Monmouth Med. Ctr. Issue,                        64579CWL0                       @  102.000
  ser. 1994 (AMBAC Ins.)

2 New Jersey Sports and Expos. Auth.         AAA         270,000     6.250        2020      07/01/02         277,163     294,548
  Conv. Ctr. Luxury Tax Bonds,                            646029BE7                       @  102.000
  Ser. 1992 A (MBIA Ins.)

3 The Evesham Mun. Util. Auth., NJ,          AAA         460,000     5.550        2018      07/01/03         442,189     479,932
  Rev. Bonds, (Burlington Cnty., NJ),                     300463DJ2                       @  102.000
  Ser. 1993 B (MBIA Ins.)

4 The Essex Cnty. Imp. Auth., NJ, Cnty.      AAA         500,000     5.500        2020      12/01/03         476,465     519,385
   G.O. Lease Rev. Rfdg. Bonds, Ser. 1993                  296806BS0                       @  102.000
   (AMBAC Ins.)

5 The Pollution Ctl. Fin. Auth. of Salem     AAA         500,000     5.550        2033      11/01/03         469,655     519,730
  Cnty., NJ, Poll. Ctl. Rev. Rfdg. Bonds,                 794103BE0                       @  102.000
  (Pub. Svc. Elec. & Gas Co. Proj.)
  Ser. 1993 C (MBIA Ins.)

6 The Borough of Keansburg Mun. Util.        AAA         430,000     6.000        2019      12/01/02         433,324     468,102
  Auth., NJ, Rev. Bonds (Monmouth Cnty.,                  486720EQ4                       @  102.000
  New Jersey), Ser. 1992 (Financial
  Guaranty Ins.)

7 The Town of West New York Mun. Util.       AAA         110,000     5.125        2017      12/15/04          99,832     111,454
  Auth. (Hudson Cnty., New Jersey), Swr.                  954710ET2                       @  102.000
  Rev. Rfdg. Bonds, Ser. 1993 (Financial
  Guaranty Ins.)

                                                       ---------                                           ---------   ---------
  TOTAL                                              $ 2,710,000                                         $ 2,618,489 $ 2,862,068
                                                       =========                                           =========   =========
</TABLE>


                                     See Notes to Portfolios on Page D - 32.




                                                                D - 21.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW YORK TRUST), DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 28, 1999
<TABLE>
<CAPTION>


  TRUST PROPERTY:
<S>                                                                                <C>             <C>
     Investment in marketable securities -
     at value (cost $ 3,149,693 )(Note 1).........                                                 $ 3,473,610
  Accrued interest ...............................                                                      31,389
  Cash - income ..................................                                                      15,158
  Cash - principal ...............................                                                       1,692
                                                                                                     -----------
    Total trust property .........................                                                   3,521,849


  LESS LIABILITIES:
  Income advance from Trustee.....................                                 $     3,310
  Accrued Sponsors' fees .........................                                         208           3,518
                                                                                     -----------     -----------


  NET ASSETS, REPRESENTED BY:
  3,346 units of fractional undivided
     interest outstanding (Note 3)................                                   3,475,301

  Undistributed net investment income ............                                      43,030     $ 3,518,331
                                                                                     -----------     ===========

UNIT VALUE ($ 3,518,331 / 3,346 units )...........                                                 $  1,051.50
                                                                                                     ===========

</TABLE>




                                    See Notes to Financial Statements.






                                                      D - 22.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW YORK TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                            Years Ended February 28,
                                                                     1999              1998              1997
                                                                     ----              ----              ----


  INVESTMENT INCOME:
<S>                                                             <C>               <C>               <C>
   Interest income ........................                     $   191,452       $   195,827       $   195,875
  Trustee's fees and expenses ............                          (4,261)           (5,391)           (4,777)
  Sponsors' fees .........................                          (1,270)           (1,260)           (1,248)
                                                                 ------------------------------------------------
  Net investment income ..................                         185,921           189,176           189,850
                                                                 ------------------------------------------------


  REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENTS:
    Realized gain on
    securities sold or redeemed ..........                          12,608             3,480
    Unrealized appreciation (depreciation)
    of investments .......................                          27,000           205,472           (39,005)
                                                                 ------------------------------------------------
    Net realized and unrealized
    gain (loss) on investments ...........                          39,608           208,952           (39,005)
                                                                 ------------------------------------------------

  NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                     $   225,529       $   398,128       $   150,845
                                                                 ================================================

</TABLE>



                                          See Notes to Financial Statements.















                                                      D - 23.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW YORK TRUST), DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>



                                                                               Years Ended February 28,
                                                                        1999              1998              1997
                                                                        ----              ----              ----


  OPERATIONS:
<S>                                                             <C>               <C>               <C>
   Net investment income ..................                     $   185,921       $   189,176       $   189,850
    Realized gain on
    securities sold or redeemed ..........                          12,608             3,480
    Unrealized appreciation (depreciation)
    of investments .......................                          27,000           205,472           (39,005)
                                                                 ------------------------------------------------
    Net increase in net assets
    resulting from operations ............                         225,529           398,128           150,845
                                                                 ------------------------------------------------
  DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................                        (185,970)         (189,525)         (189,561)
  Principal ..............................                          (7,633)
                                                                 ------------------------------------------------
  Total distributions ....................                        (193,603)         (189,525)         (189,561)
                                                                 ------------------------------------------------
  SHARE TRANSACTIONS:
  Redemption amounts - income ............                          (1,503)             (408)
  Redemption amounts - principal .........                        (123,748)          (36,227)
                                                                 ------------------------------------------------
  Total share transactions ...............                        (125,251)          (36,635)
                                                                 ------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS.....                         (93,325)          171,968           (38,716)

NET ASSETS AT BEGINNING OF YEAR ..........                       3,611,656         3,439,688         3,478,404
                                                                 ------------------------------------------------
NET ASSETS AT END OF YEAR ................                     $ 3,518,331       $ 3,611,656       $ 3,439,688
                                                                 ================================================
  PER UNIT:
    Income distributions during
    year .................................                     $     54.26       $     54.15       $     54.16
                                                                 ================================================
    Principal distributions during
    year .................................                     $      2.23
                                                                 ================================================
    Net asset value at end of
    year .................................                     $  1,051.50       $  1,042.32       $    982.77
                                                                 ================================================
  TRUST UNITS:
  Redeemed during year ...................                             119                35
  Outstanding at end of year .............                           3,346             3,465             3,500
                                                                 ================================================
</TABLE>



                                       See Notes to Financial Statements.
                                                      D - 24.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(NEW YORK TRUST), DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

(C) Interest income is recorded as earned.

2. DISTRIBUTIONS

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

3. NET CAPITAL

<TABLE>
<CAPTION>

<S>           <C>                                                                                   <C>
      Cost of 3,346 units at Date of Deposit .....................                                  $ 3,306,340
     Less sales charge ..........................................                                      148,763
                                                                                                   -----------
     Net amount applicable to Holders ...........................                                    3,157,577
     Redemptions of units - net cost of 154 units redeemed
       less redemption amounts (principal).......................                                      (14,648)
     Realized gain on securities sold or redeemed ...............                                       16,088
     Principal distributions ....................................                                       (7,633)
     Unrealized appreciation of investments......................                                      323,917
                                                                                                   -----------

     Net capital applicable to Holders ..........................                                  $ 3,475,301
                                                                                                   ===========
</TABLE>


4. INCOME TAXES

As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $323,917, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $3,149,693 at February 28, 1999.





                                                      D - 25.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (NEW YORK TRUST) (INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 28, 1999
<TABLE>
<CAPTION>




                                             Rating of                            PE VER C.     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>         <C>
    1 Dorm. Auth. of the State of New York,      AAA     $   500,000     5.750 %      2022      07/01/02     $   476,505 $   519,745
     Ins. Rev. Bonds, (Upstate Comm.                         649832T36                       @  102.000
     Colleges), Ser. 1992 A (Connie Lee Ins.)

   2 New York State Med. Care Fac. Fin.         AAA         500,000     5.800        2022      02/15/03         483,105     524,355
     Agy., Mental Hlth. Services Fac. Imp.                   64988H5W0                       @  102.000
     Rev. Bonds, Ser. A (AMBAC Ins.)

   3 New York State Thruway Auth., Gen. Rev.    AAA         415,000     5.500        2023(5)   01/01/02         386,689     436,136
     Bonds, Ser. A (Financial Guaranty Ins.)                 650009DS9                       @  100.000

   4 Triborough Bridge and Tunnel Auth., NY,    AAA         400,000     5.500        2017(5)   01/01/02         375,308     420,372
     Spec. Oblig. Bonds, Ser. 1992,                          896033NT0                       @  100.000
     (AMBAC Ins.)

                                                AAA         100,000     5.500        2017      01/01/02          93,827     101,649
                                                             896033PC5                       @  100.000


   5 New York City Hlth. and Hosp. Corp.,       AAA         500,000     5.750        2022      02/15/03         483,135     524,130
     Hlth. Sys. Bonds, Ser. 1993 A                           649674BD9                       @  102.000
     (AMBAC Ins.)

   6 New York City, NY, Mun. Wtr. Fin.          AAA         460,000     5.500        2023      06/15/04         428,435     478,170
     Auth., Wtr. and Swr. Sys. Rev. Bonds,                   649706F60                       @  101.500
     Ser. 1994 F (MBIA Ins.)

   7 The City of New York, G.O. Bonds,          AAA         460,000     5.375        2019      10/01/03         422,689     469,053
     Fiscal Ser. 1994 C (AMBAC Ins.)                         649660PS0                       @  101.500

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,335,000                                         $ 3,149,693 $ 3,473,610
                                                          =========                                           =========   =========
</TABLE>


                                    See Notes to Portfolios on Page D - 32.




                                                                D - 26.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS



     STATEMENT OF CONDITION
     As of February 28, 1999

<TABLE>
<CAPTION>


  TRUST PROPERTY:
<S>                                                                               <C>              <C>
     Investment in marketable securities -
     at value (cost $ 2,930,514 )(Note 1).........                                                 $ 3,262,950
  Accrued interest ...............................                                                      47,586
  Cash - income ..................................                                                      14,289
  Cash - principal ...............................                                                           9
                                                                                                   -----------
    Total trust property .........................                                                   3,324,834


  LESS LIABILITIES:
  Income advance from Trustee.....................                                 $    20,867
  Accrued Sponsors' fees .........................                                         192          21,059
                                                                                   -----------     -----------


  NET ASSETS, REPRESENTED BY:
  3,113 units of fractional undivided
     interest outstanding (Note 3)................                                   3,262,959

  Undistributed net investment income ............                                      40,816     $ 3,303,775
                                                                                   -----------     ===========

UNIT VALUE ($ 3,303,775 / 3,113 units )...........                                                 $  1,061.28
                                                                                                   ===========

</TABLE>




                                      See Notes to Financial Statements.




                                                      D - 27.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS



  STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>




                                                                            Years Ended February 28,
                                                                     1999              1998              1997
                                                                     ----              ----              ----

  INVESTMENT INCOME:
<S>                                                             <C>               <C>               <C>
   Interest income ........................                     $   179,913       $   185,375       $   185,376
  Trustee's fees and expenses ............                          (4,080)           (4,831)           (4,559)
  Sponsors' fees .........................                          (1,177)           (1,170)           (1,160)
                                                                 ------------------------------------------------
  Net investment income ..................                         174,656           179,374           179,657
                                                                 ------------------------------------------------


  REALIZED AND UNREALIZED GAIN (LOSS)
    ON INVESTMENTS:
    Realized gain on
    securities sold or redeemed ..........                           9,811
    Unrealized appreciation (depreciation)
    of investments .......................                           6,766           212,770           (43,325)
                                                                 ------------------------------------------------
    Net realized and unrealized
    gain (loss) on investments ...........                          16,577           212,770           (43,325)
                                                                 ------------------------------------------------


  NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............                     $   191,233       $   392,144       $   136,332
                                                                 ================================================

</TABLE>




                                     See Notes to Financial Statements.















                                                      D - 28.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (PENNSYLVANIA TRUST), DEFINED ASSET FUNDS



  STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


                                                                            Years Ended February 28,
                                                                     1999              1998              1997
                                                                     ----              ----              ----


  OPERATIONS:
<S>                                                             <C>               <C>               <C>
   Net investment income ..................                     $   174,656       $   179,374       $   179,657
    Realized gain on
    securities sold or redeemed ..........                           9,811
    Unrealized appreciation (depreciation)
    of investments .......................                           6,766           212,770           (43,325)
                                                                 ------------------------------------------------
    Net increase in net assets
    resulting from operations ............                         191,233           392,144           136,332
                                                                 ------------------------------------------------
  DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................                        (174,958)         (179,368)         (179,660)
  Principal ..............................                          (8,094)
                                                                 ------------------------------------------------
  Total distributions ....................                        (183,052)         (179,368)         (179,660)
                                                                 ------------------------------------------------
  SHARE TRANSACTIONS:
  Redemption amounts - income ............                          (1,535)
  Redemption amounts - principal .........                        (143,274)
                                                                 ------------------------------------------------
  Total share transactions ...............                        (144,809)
                                                                 ------------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS.....                        (136,628)          212,776           (43,328)

NET ASSETS AT BEGINNING OF YEAR ..........                       3,440,403         3,227,627         3,270,955
                                                                 ------------------------------------------------
NET ASSETS AT END OF YEAR ................                     $ 3,303,775       $ 3,440,403       $ 3,227,627
                                                                 ================================================
  PER UNIT:
    Income distributions during
    year .................................                     $     55.21       $     55.19       $     55.28
                                                                 ================================================
    Principal distributions during
    year .................................                     $      2.60
                                                                 ===================
    Net asset value at end of
    year .................................                     $  1,061.28       $  1,058.59       $    993.12
                                                                 ================================================
  TRUST UNITS:
  Redeemed during year ...................                             137
  Outstanding at end of year .............                           3,113             3,250             3,250
                                                                 ================================================

</TABLE>


                                       See Notes to Financial Statements.
                                                      D - 29.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(PENNSYLVANIA TRUST), DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

(C) Interest income is recorded as earned.

2. DISTRIBUTIONS

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

3. NET CAPITAL
<TABLE>
<CAPTION>


<S>           <C>                                                                                   <C>
      Cost of 3,113 units at Date of Deposit .....................                                  $ 3,081,233
     Less sales charge ..........................................                                      138,653
                                                                                                     -----------
     Net amount applicable to Holders ...........................                                    2,942,580
     Redemptions of units - net cost of 137 units redeemed
       less redemption amounts (principal).......................                                      (13,774)
     Realized gain on securities sold or redeemed ...............                                        9,811
     Principal distributions ....................................                                       (8,094)
     Unrealized appreciation of investments......................                                      332,436
                                                                                                    -----------

     Net capital applicable to Holders ..........................                                  $ 3,262,959
                                                                                                    ===========
</TABLE>

4. INCOME TAXES

As of February 28, 1999, unrealized appreciation of investments, based on
cost for Federal income tax purposes, aggregated $332,436, all of which
related to appreciated securities. The cost of investment securities for
Federal income tax purposes was $2,930,514 at February 28, 1999.





                                                     D - 30.

     MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
     (PENNSYLVANIA TRUST) (INSURED), DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 28, 1999

<TABLE>
<CAPTION>



                                             Rating of                            PE VER C.     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>         <C>
    1 Pennsylvania Intergovernmental Coop.       AAA     $   500,000     5.625 %      2023      06/15/03     $   467,740 $   520,355
     Auth., Spec. Tax Rev. Bonds (City of                    708840BM4                       @  100.000
     Philadelphia Funding Prog.), Ser. 1993
     (MBIA Ins.)

   2 Allegheny Cnty. Hosp. Dev. Auth., PA,      AAA         500,000     6.000        2013      10/01/02         494,335     542,900
     Hosp. Rev. Rfdg. Bonds (Magee-Woman's                   01728ABA3                       @  102.000
     Hosp.), Ser. 1992 (Financial Guaranty Ins.)

   3 Allegheny Cnty. Hosp. Dev. Auth., PA,      AAA         250,000     6.000        2023      11/01/02         244,900     271,350
     Hlth. Ctr. Rev. Bonds (Presbyterian Univ.               01728AED4                       @  102.000
     Hlth. Sys. Inc. Proj.) Ser. 1992 B
     (MBIA Ins.)

   4 Beaver Cnty., Ind. Dev. Auth., PA,         AAA         500,000     5.450        2033      09/15/03         451,680     510,745
     Poll. Ctl. Rev. Rfdg. Bonds                             074876DV2                       @  102.000
     (Ohio Edison Co. Mansfield Proj.),
     1993 Ser. A (AMBAC Ins.)

   5 Delaware Cnty. Auth., (Commonwealth of     AAA         500,000     5.500        2023      08/01/03         462,405     517,475
     PA), Univ. rev. Bonds (Villanova Univ.),                246008FK7                       @  102.000
     Ser. 1993 (MBIA Ins.)

   6 Franklin County Ind. Dev. Auth., PA,       AAA         360,000     6.250        2022(5)   07/01/02         364,029     395,359
     Bonds (Hoover Universal, Inc. Proj.)                    353268BX2                       @  102.000

   7 City of Philadelphia, PA, Water and        AAA         500,000     5.250        2023      06/15/03         445,425     504,766
     Waste Water Rev. Bonds, Ser. 1993                       717893AS0                       @  102.000
     (MBIA Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,110,000                                         $ 2,930,514 $ 3,262,950
                                                          =========                                           =========   =========
</TABLE>


                                     See Notes to Portfolios on Page D - 32.


                                                                 D - 31.

MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 57
(CALIFORNIA, FLORIDA, MICHIGAN, NEW JERSEY, NEW YORK AND
PENNSYLVANIA TRUSTS), DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
As of February 28, 1999

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

(2) See Notes to Financial Statements.

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

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

(5) Bonds with an aggregate face amount of $ 365,000 of the California Trust,
$ 1,050,000 of the Florida Trust, $ 815,000 of the New York Trust and
$ 360,000 of the Pennsylvania Trust have been pre-refunded and are expected
to be called for redemption on the optional redemption provision dates shown.

                         `    D - 32.


<PAGE>
                             Defined
                             Asset FundsSM


HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--57
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         o Securities Act of 1933 (file no.
                                         33-52183) and
                                         o Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         Units of any future series may not be
                                         sold nor may offers to buy be accepted
                                         until that series has become effective
                                         with the Securities and Exchange
                                         Commission. No units can be sold in any
                                         State where a sale would be illegal.


                                                      14806--6/99



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