MUNICIPAL INVT TR FD MULTISTATE SER 61 DEFINED ASSET FUNDS
485BPOS, 1999-08-06
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<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 6, 1999

                                                       REGISTRATION NO. 33-53165
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                         POST-EFFECTIVE AMENDMENT NO. 5
                                       TO
                                    FORM S-6

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

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

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

A. EXACT NAME OF TRUST:

                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--61
                              DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:


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



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


D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:


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

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


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

Check box if it is proposed that this filing will become effective on August 13,
1999 pursuant to paragraph (b) of Rule 485.  / x /

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


                              MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES--61
                              (A UNIT INVESTMENT TRUST)
                              O   CALIFORNIA, MICHIGAN, NEW JERSEY AND NEW YORK
                                  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 August 13, 1999.


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

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

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


CONTENTS
                                                                PAGE
                                                          -----------
California Insured Portfolio--
   Risk/Return Summary..................................           3
Michigan Insured Portfolio-- Risk/Return Summary........           6
New Jersey Insured Portfolio-- Risk/Return Summary......           9
New York Insured Portfolio--
   Risk/Return Summary..................................          12
What You Can Expect From Your Investment................          16
   Monthly Income.......................................          16
   Return Figures.......................................          16
   Records and Reports..................................          16
The Risks You Face......................................          17
   Interest Rate Risk...................................          17
   Call Risk............................................          17
   Reduced Diversification Risk.........................          17
   Liquidity Risk.......................................          17
   Concentration Risk...................................          17
   State Concentration Risk.............................          18
   Bond Quality Risk....................................          20
   Insurance Related Risk...............................          20
   Litigation and Legislation Risks.....................          20
Selling or Exchanging Units.............................          20
   Sponsors' Secondary Market...........................          21
   Selling Units to the Trustee.........................          21
   Exchange Option......................................          21
How The Fund Works......................................          22
   Pricing..............................................          22
   Evaluations..........................................          22
   Income...............................................          22
   Expenses.............................................          22
   Portfolio Changes....................................          23
   Fund Termination.....................................          23
   Certificates.........................................          23
   Trust Indenture......................................          24
   Legal Opinion........................................          24
   Auditors.............................................          24
   Sponsors.............................................          25
   Trustee..............................................          25
   Underwriters' and Sponsors' Profits                            25
   Public Distribution..................................          25
   Code of Ethics.......................................          25
   Year 2000 Issues.....................................          26
Taxes...................................................          26
Supplemental Information................................          28
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
           $2,660,000.
        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



/ / General Obligation                                 19%
/ / Lease Rental Appropriation                         13%
/ / Municipal Water/Sewer Utilities                    15%
/ / Refunded Bonds                                     53%



       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 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                           $    4.83
           Annual Income per unit:                           $   58.04
           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
                                                    -----------
                                                     $    0.68
           Trustee's Fee
                                                     $    0.36
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.34
           Evaluator's Fee
                                                     $    0.54
           Other Operating Expenses
                                                    -----------
                                                     $    1.92
           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                     $1,085.08
           (as of April 30, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



      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>
- --------------------------------------------------------------------------------

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 8 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $2,540,000.
        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



/ / General Obligation                                 55%
/ / Hospital/Health Care                               20%
/ / Refunded Bonds                                     25%



       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.


                                       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                           $    4.64
           Annual Income per unit:                           $   55.75
           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)
                                                     $    0.37
           Evaluator's Fee
                                                     $    0.59
           Other Operating Expenses
                                                    -----------
                                                     $    2.03
           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.


                                       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                     $1,085.32
           (as of April 30, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



      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. 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>
- --------------------------------------------------------------------------------

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
           $2,155,000.
        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



/ / Hospital/Health Care                               3%
/ / Lease Rental Appropriation                         23%
/ / Municipal Water/Sewer Utilities                    3%
/ / Refunded Bonds                                     36%
/ / Universities/Colleges                              35%



       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 university and college
           bonds, adverse developments in these sectors may affect the
           value of your units.
        o  Assuming no changes in interest rates, when you sell your
           units, they will generally be worth less than your cost
           because your cost included a sales fee.
        o  The Fund will receive early returns of principal if bonds
           are called or sold before they mature. If this happens your
           income will decline and you may not be able to reinvest the
           money you receive at as high a yield or as long a maturity.

           ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF 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.


                                       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                           $    4.87
           Annual Income per unit:                           $   58.51
           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
                                                    -----------
                                                     $    0.68
           Trustee's Fee
                                                     $    0.36
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.42
           Evaluator's Fee
                                                     $    0.68
           Other Operating Expenses
                                                    -----------
                                                     $    2.14
           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.


                                       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                     $1,088.39
           (as of April 30, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.



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


                                       11
<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 9 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $2,790,000.
        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                               18%
/ / Lease Rental Appropriation                         16%
/ / Refunded Bonds                                     46%



       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  Approximately 16% 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.

           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.


                                       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                           $    4.69
           Annual Income per unit:                           $   56.32
           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
                                                    -----------
                                                     $    0.69
           Trustee's Fee
                                                     $    0.37
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           (including updating
           expenses)
                                                     $    0.33
           Evaluator's Fee
                                                     $    0.55
           Other Operating Expenses
                                                    -----------
                                                     $    1.94
           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.


                                       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                     $1,076.63
           (as of April 30, 1999)
           Unit price is based on the net asset value of the Fund plus
           the sales fee. An amount equal to any principal cash, as
           well as net accrued but undistributed interest on the unit,
           is added to the unit price. An independent evaluator prices
           the bonds at 3:30 p.m. Eastern time every business day.
           Unit price changes every day with changes in the prices of
           the bonds in the Fund.
      10.  HOW DO I SELL UNITS?
           You may sell your units at any time to any Sponsor or the
           Trustee for the net asset value determined at the close of
           business on the date of sale. You will not pay any other
           fee when you sell your units.
      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.


                                       14
<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 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>


                            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 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>


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.

                                       15
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

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

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

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

RETURN FIGURES

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

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


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


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

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

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

RECORDS AND REPORTS

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

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

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

                                       16
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

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

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

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

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

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

REDUCED DIVERSIFICATION RISK

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

LIQUIDITY RISK

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

CONCENTRATION RISK

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

Here is what you should know about the 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 New Jersey Portfolio's concentration in
university/college bonds. Payment for these bonds depends on:

                                       17
<PAGE>
   o level or amount and diversity of sources of revenue;
   o availability of endowments and other funds;
   o enrollment;
   o financial management;
   o reputation; and
   o for public institutions, the financial condition of the government and its
      educational policies.

Here is what you should know about the California, Michigan, New Jersey and New
York Portfolios' 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, 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

                                       18
<PAGE>
      are two of the types of bonds affected by these provisions.

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;

   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

                                       19
<PAGE>
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.

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.

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

                                       20
<PAGE>
      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 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

                                       21
<PAGE>
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 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

                                       22
<PAGE>
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;
   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

                                       23
<PAGE>
satisfactory indemnity and paying the associated costs.

TRUST INDENTURE

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

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

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

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

                                       24
<PAGE>
Statements of Condition included in this prospectus.

SPONSORS

The Sponsors are:

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

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

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

TRUSTEE

The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee.

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

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

                                       25
<PAGE>
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 Portfolio, but we cannot predict whether any impact will be
material to the 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 in securities, financial
institution, insurance company or other investor with special circumstances. You
should consult your own tax adviser about your particular circumstances.

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

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

INCOME OR LOSS UPON DISPOSITION

When all or part of your share of a bond is disposed of (for example, when the
Fund sells, 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

                                       26
<PAGE>
year or less. If you are an individual and sell your units after holding them
for more than one year, you may be entitled to a 20% maximum federal tax rate on
any resulting gains. Consult your tax adviser in this regard. Because the
deductibility of capital losses is subject to limitations, you may not be able
to deduct all of your capital losses.

YOUR BASIS IN THE BONDS

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

EXPENSES

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

STATE AND LOCAL TAXES

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

CALIFORNIA TAXES

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

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

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

                                       27
<PAGE>
your Fund units themselves will be subject to Michigan income tax. Depending on
where you live, your income from the Fund may be subject to state and local
taxation. You should consult your tax adviser in this regard.

NEW JERSEY TAXES

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

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

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.

                                       28


<PAGE>
          MUNICIPAL INVESTMENT TRUST FUND,
          MULTISTATE SERIES - 61 (CALIFORNIA, MICHIGAN,
          NEW JERSEY AND NEW YORK TRUSTS),
          DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Municipal Investment Trust Fund,
          Multistate Series - 61(California, Michigan, New Jersey
          and New York Trusts), Defined Asset Funds:

          We have audited the accompanying statements of condition of
          Municipal Investment Trust Fund, Multistate Series - 61
          (California, Michigan, New Jersey and New York Trusts)
          Defined Asset Funds, including the portfolios, as of April
          30, 1999 and the related statements of operations and of
          changes in net assets for the years ended April 30, 1999,
          1998 and  1997. These financial statements are the
          responsibility of the Trustee. Our responsibility is to
          express an opinion on these financial statements based on
          our audits.

          We conducted our audits in accordance with generally accepted
          auditing standards. Those standards require that we plan and
          perform the audit to obtain reasonable assurance about whether
          the financial statements are free of material misstatement. An
          audit includes examining, on a test basis, evidence supporting
          the amounts and disclosures in the financial statements.
          Securities owned at April 30, 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 - 61(California, Michigan, New Jersey
          and New York Trusts), Defined Asset Funds at April 30, 1999
          and the results of their operations and changes in their
          net assets for the above-stated years in conformity with
          generally accepted accounting principles.


         DELOITTE & TOUCHE LLP

          New York, N.Y.
          July 27, 1999



                                                 D - 1.
<PAGE>
    MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES 61 (CALIFORNIA TRUST),
    DEFIEND ASSET FUNDS


    STATEMENT OF CONDITION
    As of April 30, 1999

<TABLE>
     <S>                                                                                                <C>
    TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 2,584,843)(Note 1) .........                                                 $ 2,918,073
{ 36}  Accrued interest................................                                                      36,582
{ 32}  Cash - income ..................................                                                       1,703
{ 34}  Cash - principal ...............................                                                       2,272
                                                                                                      -------------
{ 40}    Total trust property .........................                                                   2,958,630


     LESS LIABILITY:
{143}  Accrued Sponsors' fees .........................                                                         336
                                                                                                      -------------


     NET ASSETS, REPRESENTED BY:
{ 80}  2,745 units of fractional undivided
{ 80}     interest outstanding (Note 3) ...............                                $ 2,920,345

{105}  Undistributed net investment income ............                                     37,949      $ 2,958,294
                                                                                     -------------    =============

{130}UNIT VALUE ($ 2,958,294 / 2,745 units ) ..........                                                 $  1,077.70
                                                                                                      =============
</TABLE>
                                          See Notes to Financial Statements


                                                 D - 2.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

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

     INVESTMENT INCOME:

{ 10}  Interest income ........................    $   167,649      $   177,990       $   187,633
{ 20}  Trustee's fees and expenses ............         (3,944)          (4,824)           (4,763)
{ 30}  Sponsors' fees .........................         (1,032)          (1,066)           (1,119)
                                                   ----------------------------------------------
{ 40}  Net investment income ..................        162,673          172,100           181,751
                                                   ----------------------------------------------


     REALIZED OR UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
{ 50}    securities sold or redeemed ..........         12,466           17,250             4,806
       Unrealized appreciation
{ 60}    of investments .......................         42,315          132,539            27,435
                                                   ----------------------------------------------
       Net realized and unrealized
{ 80}    gain on investments ..................         54,781          149,789            32,241
                                                   ----------------------------------------------



     NET INCREASE IN NET ASSETS
{ 80}  RESULTING FROM OPERATIONS ..............    $   217,454      $   321,889       $   213,992
                                                   ==============================================
</TABLE>
                                          See Notes to Financial Statements.



                                                 D - 3.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS


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



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
{ 10}  Net investment income ..................    $   162,673      $   172,100       $   181,751
       Realized gain on
{ 20}    securities sold or redeemed ..........         12,466           17,250             4,806
       Unrealized appreciation
{ 30}    of investments .......................         42,315          132,539            27,435
                                                   ----------------------------------------------
       Net increase in net assets
{ 40}    resulting from operations ............        217,454          321,889           213,992
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
{ 50}  Income  ................................       (162,767)        (172,457)         (182,158)
{ 60}  Principal ..............................         (9,608)          (6,318)          (11,362)
                                                   ----------------------------------------------
{ 70}  Total distributions ....................       (172,375)        (178,775)         (193,520)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
{ 82}  Redemption amounts - income ............         (1,244)          (2,030)           (1,348)
{ 83}  Redemption amounts - principal .........       (102,811)        (179,605)         (119,686)
                                                   ----------------------------------------------
{ 84}  Total share transactions ...............       (104,055)        (181,635)         (121,034)
                                                   ----------------------------------------------

{ 90}NET  DECREASE IN NET ASSETS ..............        (58,976)         (38,521)         (100,562)

{100}NET ASSETS AT BEGINNING OF YEAR ..........      3,017,270        3,055,791         3,156,353
                                                   ----------------------------------------------
{110}NET ASSETS AT END OF YEAR ................    $ 2,958,294      $ 3,017,270       $ 3,055,791
                                                   ==============================================
     PER UNIT:
       Income distributions during
{120}    year .................................    $     58.11      $     58.12       $     58.44
                                                   ==============================================
       Principal distributions during
{130}    year .................................    $      3.44      $      2.13       $      3.63
                                                   ==============================================
       Net asset value at end of
{140}    year .................................    $  1,077.70      $  1,062.05       $  1,014.88
                                                   ==============================================
     TRUST UNITS:
{ 83}  Redeemed during year ...................             96              170               119
{150}  Outstanding at end of year .............          2,745            2,841             3,011
                                                   ==============================================
</TABLE>
                                              See Notes to Financial Statements.


                                                     D - 4.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (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>
     <S>                                                                                                <C>

{ 10}     Cost of 2,745 units at Date of Deposit .....................                                  $ 2,793,339
{ 20}     Less sales charge ..........................................                                      125,694
                                                                                                         -----------
{ 25}     Net amount applicable to Holders ...........................                                    2,667,645
{ 25}     Redemption of units - net cost of 505 units redeemed........
{143}       less redemption amounts (principal).......................                                      (30,156)
{ 40}     Realized gain on securities sold or redeemed ...............                                       41,914
{ 50}     Principal distributions ....................................                                      (92,288)
{ 70}     Unrealized appreciation of investments......................                                      333,230
                                                                                                         -----------

{ 80}     Net capital applicable to Holders ..........................                                  $ 2,920,345
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

     As of April 30, 1999, unrealized appreciation of investments, based on cost
for Federal income tax purposes,  aggregated  $333,230,  all of which related to
appreciated securities. The cost of investment securities for Federal income tax
purposes was $2,584,843 at April 30, 1999.

                                                   D - 5.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (CALIFORNIA TRUST) (INSURED),
     DEFINED ASSET FUNDS


     PORTFOLIO
     As of April 30, 1999

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Contra Costa Wtr. Dist. (Contra Costa     AAA      $   200,000    6.375  %     2022(5)      10/01/02   $   200,000 $   221,514
     Cnty., CA) Water Rev. Bonds, Ser. D                             {212218DX6}                 @ 102.000
     (AMBAC Ins.)

  2  Los Angeles Cmnty. Coll. Dist., CA,       AAA          335,000    6.000        2020         08/15/02       318,026     360,467
     Rfdg. Certs. of Part., 1992 Ser. A                              {544385CP0}                 @ 102.000
     (FSAM Ins.)

  3  Palm Springs Unified Sch. Dist. (Cnty.    AAA          500,000    6.100        2019         02/01/04       481,440     546,605
     of Riverside, CA) G.O. Bonds, Election                          {696667MN1}                 @ 100.000
     1992, Ser. B (FSAM Ins.)

  4  Pittsburg Unified Sch. Dist. (Contra      AAA          500,000    6.300        2024(5)      09/01/03       493,285     562,010
     Costa Cnty., CA), 1994 Certs. of Part.                          {724585AP9}                 @ 102.000
     (AMBAC Ins.)

  5  Sacramento Mun. Util. Dist., CA, Elec.    AAA          340,000    6.375        2022(5)      08/15/02       340,000     375,962
     Rev. Bonds, 1992 Ser. B (MBIA Ins.)                             {786004V32}                 @ 102.000

  6  The City of Los Angeles, CA,              AAA          405,000    5.800        2021         06/01/03       376,367     430,904
     Wastewater Sys. Rev. Bonds, Rfdg. Ser.                          {544652SQ4}                 @ 102.000
     1993-A  (MBIA Ins.)

  7  The Regents of the Univ. of California,   AAA          380,000    6.375        2024(5)      09/01/02       375,725     420,611
     Rev. Bonds (Multiple Purpose Proj.),                            {914113WU5}                 @ 102.000
     Ser. D (MBIA Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 2,660,000                                         $ 2,584,843 $ 2,918,073
                                                          =========                                           =========   =========
</TABLE>
                                        See Notes to Portfolios on page D - 22.


                                                                   D - 6.
<PAGE>
    MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES 61 (MICHIGAN TRUST),
    DEFINED ASSET FUNDS


    STATEMENT OF CONDITION
    As of April 30, 1999

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 2,378,114)(Note 1) .........                                                 $ 2,697,318
{ 36}  Accrued interest................................                                                      63,910
{ 32}  Cash - income ..................................                                                         315
{ 34}  Cash - principal ...............................                                                       9,468
                                                                                                      -------------
{ 40}    Total trust property .........................                                                   2,771,011


     LESS LIABILITIES:
{ 50}  Income advance from Trustee.....................                                $    30,721
{143}  Accrued Sponsors' fees .........................                                        337           31,058
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
{ 80}  2,548 units of fractional undivided
{ 80}     interest outstanding (Note 3) ...............                                  2,706,786

{105}  Undistributed net investment income ............                                     33,167      $ 2,739,953
                                                                                     -------------    =============

{130}UNIT VALUE ($ 2,739,953 / 2,548 units) ...........                                                 $  1,075.33
                                                                                                      =============
</TABLE>
                                          See Notes To Financial Statements


                                                 D - 7.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61(MICHIGAN TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

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

     INVESTMENT INCOME:

{ 10}  Interest income ........................    $   160,963      $   173,993       $   179,234
{ 20}  Trustee's fees and expenses ............         (3,944)          (4,930)           (4,769)
{ 30}  Sponsors' fees .........................         (1,046)          (1,081)           (1,099)
                                                   ----------------------------------------------
{ 40}  Net investment income ..................        155,973          167,982           173,366
                                                   ----------------------------------------------


     REALIZED OR UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
{ 50}    securities sold or redeemed ..........         38,640           14,824             2,777
       Unrealized appreciation
{ 60}    of investments .......................         24,784          132,011            34,499
                                                   ----------------------------------------------
       Net realized and unrealized
{ 80}    gain on investments ..................         63,424          146,835            37,276
                                                   ----------------------------------------------



     NET INCREASE IN NET ASSETS
{ 80}  RESULTING FROM OPERATIONS ..............    $   219,397      $   314,817       $   210,642
                                                   ==============================================
</TABLE>
                                           See Notes to Financial Statements.


                                                  D - 8.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (MICHIGAN TRUST),
     DEFINED ASSET FUNDS


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



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
{ 10}  Net investment income ..................    $   155,973      $   167,982       $   173,366
       Realized gain on
{ 20}    securities sold or redeemed ..........         38,640           14,824             2,777
       Unrealized appreciation
{ 30}    of investments .......................         24,784          132,011            34,499
                                                   ----------------------------------------------
       Net increase in net assets
{ 40}    resulting from operations ............        219,397          314,817           210,642
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
{ 50}  Income  ................................       (156,420)        (168,157)         (173,515)
{ 60}  Principal ..............................         (8,201)          (8,991)
                                                   ----------------------------------------------
{ 70}  Total distributions ....................       (164,621)        (177,148)         (173,515)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
{ 82}  Redemption amounts - income ............         (4,014)          (1,638)             (469)
{ 83}  Redemption amounts - principal .........       (364,241)        (142,644)          (46,637)
                                                   ----------------------------------------------
{ 84}  Total share transactions ...............       (368,255)        (144,282)          (47,106)
                                                   ----------------------------------------------

{ 90}NET DECREASE IN NET ASSETS ...............       (313,479)          (6,613)           (9,979)

{100}NET ASSETS AT BEGINNING OF YEAR ..........      3,053,432        3,060,045         3,070,024
                                                   ----------------------------------------------
{110}NET ASSETS AT END OF YEAR ................    $ 2,739,953      $ 3,053,432       $ 3,060,045
                                                   ==============================================
     PER UNIT:
       Income distributions during
{120}    year .................................    $     56.27      $     56.39       $     56.59
                                                   ==============================================
       Principal distributions during
{130}    year .................................    $      2.95      $      3.04
                                                   ===================================
       Net asset value at end of
{140}    year .................................    $  1,075.33      $  1,056.92       $  1,011.92
                                                   ==============================================
     TRUST UNITS:
{ 83}  Redeemed during year ...................            341              135                46
{150}  Outstanding at end of year .............          2,548            2,889             3,024
                                                   ==============================================
</TABLE>
                                              See Notes to Financial Statements.


                                                     D - 9.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61(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>
     <S>                                                                                                <C>

{ 10}     Cost of 2,548 units at Date of Deposit .....................                                  $ 2,531,617
{ 20}     Less sales charge ..........................................                                      113,924
                                                                                                         -----------
{ 25}     Net amount applicable to Holders ...........................                                    2,417,693
{ 25}     Redemption of units - net cost of 702 units redeemed .......
{143}       less redemption amounts (principal).......................                                      (52,196)
{ 40}     Realized gain on securities sold or redeemed ...............                                       48,117
{ 50}     Principal distributions ....................................                                      (26,032)
{ 70}     Unrealized appreciation of investments......................                                      319,204
                                                                                                         -----------

{ 80}     Net capital applicable to Holders ..........................                                  $ 2,706,786
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

     As of April 30, 1999, unrealized appreciation of investments, based on cost
for Federal income tax purposes,  aggregated  $319,204,  all of which related to
appreciated securities. The cost of investment securities for Federal income tax
purposes was $2,378,114 at April 30, 1999.

                                                   D - 10.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61(MICHIGAN TRUST)(INSURED),
     DEFINED ASSET FUNDS


     PORTFOLIO
     As of April 30, 1999

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  City of Detroit, MI, Sewage Disp. Sys.,   AAA      $   200,000    5.700  %     2013         07/01/03   $   187,802 $   214,398
     Rev. and Rfdg. Bonds, Ser. 1993-A                               {251237PG2}                 @ 102.000
     (Financial Guaranty Ins.)

  2  City of Farmington Hills, MI, Hosp.       AAA          405,000    6.500        2011(5)      02/15/02       410,783     442,665
     Fin. Auth., Hosp. Rev. Bonds (Botsford                          {311166BF8}                 @ 102.000
     Gen. Hosp.), Ser. 1992 A (MBIA Ins.)

  3  Coldwater Cmnty. Sch., Cnty. of Branch,   AAA           25,000    6.300        2023(5)      05/01/04        25,103      28,115
     MI, 1994 Sch. Bldg. and Site Bonds                              {193108FF9}                 @ 102.000
     (G.O.-Unltd. Tax) (MBIA Ins.)

  4  Lincoln Consol. Sch. Dist., Counties      AAA          355,000    5.800        2014(5)      05/01/04       336,909     391,242
     of Washtenaw and Wayne, MI 1994 Sch.                            {533883FP4}                 @ 102.000
     Bldg. and Site Rfdg. Bonds (G.O.
     Unltd.-Unltd. Tax)                                      55,000    5.800        2014         05/01/04        52,197      59,283
     (Financial Guaranty Ins.)                                       {533883FU3}                 @  102.000

  5  Livonia Pub. Sch. Dist., Cnty. of Wayne,  AAA          500,000    5.500        2021         05/01/03       448,410     513,085
     MI, 1993 Rfdg. Bonds (G.O.-Unlimited                            {539243PA7}                 @ 102.000
     Tax) (Financial Guaranty Ins.)

  6  Michigan State Hosp. Fin. Auth., Hosp.    AAA          500,000    5.500        2013         11/01/03       452,875     518,785
     Rev. Rfdg. Bonds (Oakwood Hosp. Oblig.                          {59465CP92}                 @ 102.000
     Group), Ser. 1993 A
     (Financial Guaranty Ins.)

  7  Romulus Cmnty. Sch., Cnty. of Wayne,      AAA          500,000    5.750        2022         05/01/03       464,035     529,745
     MI, 1993 Rfdg. Bonds (G.O.-Unltd. Tax),                         {776219JN8}                 @ 102.000
     (Financial Guaranty Ins.)


                                                          ---------                                           ---------   ---------
     TOTAL                                               $2,540,000                                          $2,378,114  $2,697,318
                                                          =========                                           =========   =========


</TABLE>
                                   See Notes to Portfolios on page D - 22.

                                                                   D - 11.
<PAGE>
    MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES 61 (NEW JERSEY TRUST),
    DEFINED ASSET FUNDS


    STATEMENT OF CONDITION
    As of April 30, 1999

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 2,148,024)(Note 1) .........                                                 $ 2,362,136
{ 36}  Accrued interest................................                                                      47,745
{ 32}  Cash - income ..................................                                                         294
{ 34}  Cash - principal ...............................                                                       5,671
                                                                                                      -------------
{ 40}    Total trust property .........................                                                   2,415,846


     LESS LIABILITIES:
{ 50}  Income advance from Trustee.....................                                $    19,039
{143}  Accrued Sponsors' fees .........................                                        279           19,318
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
{ 80}  2,216 units of fractional undivided
{ 80}     interest outstanding (Note 3) ...............                                  2,367,807

{105}  Undistributed net investment income ............                                     28,721      $ 2,396,528
                                                                                     -------------    =============

{130}UNIT VALUE ($ 2,396,528 / 2,216 units) ...........                                                 $  1,081.47
                                                                                                      =============
</TABLE>
                                        See Notes to Financial Statements.


                                                             D - 12.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

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

     INVESTMENT INCOME:

{ 10}  Interest income ........................    $   142,906      $   161,940       $   178,032
{ 20}  Trustee's fees and expenses ............         (3,630)          (4,676)           (4,748)
{ 30}  Sponsors' fees .........................           (899)            (982)           (1,070)
                                                   ----------------------------------------------
{ 40}  Net investment income ..................        138,377          156,282           172,214
                                                   ----------------------------------------------


     REALIZED OR UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
{ 50}    securities sold or redeemed ..........         26,290           24,850            14,257
       Unrealized appreciation
{ 60}    of investments .......................         30,439           68,944            15,466
                                                   ----------------------------------------------
       Net realized and unrealized
{ 80}    gain on investments ..................         56,729           93,794            29,723
                                                   ----------------------------------------------



     NET INCREASE IN NET ASSETS
{ 80}  RESULTING FROM OPERATIONS ..............    $   195,106      $   250,076       $   201,937
                                                   ==============================================
</TABLE>
                                          See Notes to Financial Statements.


                                                 D - 13.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS


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



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
{ 10}  Net investment income ..................    $   138,377      $   156,282       $   172,214
       Realized gain on
{ 20}    securities sold or redeemed ..........         26,290           24,850            14,257
       Unrealized appreciation
{ 30}    of investments .......................         30,439           68,944            15,466
                                                   ----------------------------------------------
       Net increase in net assets
{ 40}    resulting from operations ............        195,106          250,076           201,937
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
{ 50}  Income  ................................       (138,539)        (156,259)         (172,610)
{ 60}  Principal ..............................        (10,282)         (13,981)          (14,705)
                                                   ----------------------------------------------
{ 70}  Total distributions ....................       (148,821)        (170,240)         (187,315)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
{ 82}  Redemption amounts - income ............         (3,106)          (3,928)           (3,713)
{ 83}  Redemption amounts - principal .........       (268,795)        (317,005)         (317,977)
                                                   ----------------------------------------------
{ 84}  Total share transactions ...............       (271,901)        (320,933)         (321,690)
                                                   ----------------------------------------------

{ 90}NET DECREASE IN NET ASSETS ...............       (225,616)        (241,097)         (307,068)

{100}NET ASSETS AT BEGINNING OF YEAR ..........      2,622,144        2,863,241         3,170,309
                                                   ----------------------------------------------
{110}NET ASSETS AT END OF YEAR ................    $ 2,396,528      $ 2,622,144       $ 2,863,241
                                                   ==============================================
     PER UNIT:
       Income distributions during
{120}    year .................................    $     58.74      $     58.75       $     59.16
                                                   ==============================================
       Principal distributions during
{130}    year .................................    $      4.43      $      5.27       $      5.12
                                                   ==============================================
       Net asset value at end of
{140}    year .................................    $  1,081.47      $  1,063.32       $  1,035.90
                                                   ==============================================
     TRUST UNITS:
{ 83}  Redeemed during year ...................            250              298               308
{150}  Outstanding at end of year .............          2,216            2,466             2,764
                                                   ==============================================
</TABLE>
                                             See Notes to Financial Statements.


                                                    D - 14.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (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 investment income is made to Holders each month.
          Receipts other than interest, after deductions for redemptions and
          applicable expenses, are also distributed periodically.



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

{ 10}     Cost of 2,216 units at Date of Deposit .....................                                  $ 2,293,649
{ 20}     Less sales charge ..........................................                                      103,214
                                                                                                         -----------
{ 25}     Net amount applicable to Holders ...........................                                    2,190,435
{ 25}     Redemption of units - net cost of 1034 units redeemed ......
{143}       less redemption amounts (principal).......................                                      (63,711)
{ 40}     Realized gain on securities sold or redeemed ...............                                       71,537
{ 50}     Principal distributions ....................................                                      (44,566)
{ 70}     Unrealized appreciation of investments......................                                      214,112
                                                                                                         -----------

{ 80}     Net capital applicable to Holders ..........................                                  $ 2,367,807
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

     As of April 30, 1999, unrealized appreciation of investments, based on cost
for Federal income tax purposes,  aggregated  $214,112,  all of which related to
appreciated securities. The cost of investment securities for Federal income tax
purposes was $2,148,024 at April 30, 1999.


                                                                D - 15.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (NEW JERSEY TRUST) (INSURED),
     DEFINED ASSET FUNDS


     PORTFOLIO
     As of April 30, 1999

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  County of Hudson, NJ, Corr. Fac. Rfdg.    AAA      $   500,000    6.600  %     2021         06/01/02   $   515,805 $   542,940
     Certs. of Part., Ser. 1992  (MBIA Ins.)                         {443727BZ4}                 @ 101.500


  2  New Jersey Econ. Dev. Auth., Rev. Bonds   AAA          350,000    6.125        2024         07/01/04       346,406     385,434
     (Rutgers, The State Univ.-Civic Square                          {645905NR7}                 @ 102.000
     Proj.), Ser. 1994(AMBAC Ins.)

  3  New Jersey Educl. Fac. Auth. Rev. Bonds   AAA          390,000    6.000        2024         07/01/04       379,380     423,072
     New Jersey Institute of Technology                              {64605EFC3}                 @ 102.000
     Issue Ser. 1994 A (MBIA Ins.)

  4  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA           70,000    5.875        2012         07/01/04        67,025      75,942
     Rev. Bonds, Dover Gen. Hosp. and Med.                           {64579CYS3}                 @ 102.000
     Ctr. Issue, Ser. 1994 (MBIA Ins.)

  5  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          390,000    6.250        2024(5)      07/01/04       390,000     438,699
     Rev. Bonds, Mommouth Med. Ctr. Issue,                           {64579CYB0}                 @ 102.000
     Ser. C (FSAM Ins.)

  6  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          390,000    6.125        2012(5)      07/01/02       386,802     425,822
     Rev. Bonds, West Jersey Hlth. Sys.,                             {64579CMM9}                 @ 102.000
     Ser. 1992 (MBIA Ins.)

  7  Passaic Valley Sewerage Commissioners,    AAA           65,000    5.875        2022         12/01/02        62,606      70,227
     NJ, Swr. Sys. Bonds, Ser D (AMBAC Ins.)                         {702826FR4}                 @ 102.000

                                                          ---------                                           ---------   ---------
     TOTAL                                               $2,155,000                                          $2,148,024  $2,362,136
                                                          =========                                           =========   =========



                                                                        See Notes to Portfolios on page D - 22.

</TABLE>

                                                 D - 16.








<PAGE>
    MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES 61 (NEW YORK TRUST),
    DEFINED ASSET FUNDS


    STATEMENT OF CONDITION
    As of April 30, 1999

<TABLE>
     <S>                                                                                                <C>
     TRUST PROPERTY:
       Investment in marketable securities
          at value (cost $ 2,641,876)(Note 1) .........                                                 $ 2,969,584
{ 36}  Accrued interest................................                                                      42,541
{ 32}  Cash - income ..................................                                                         339
{ 34}  Cash - principal ...............................                                                       4,824
                                                                                                      -------------
{ 40}    Total trust property .........................                                                   3,017,288


     LESS LIABILITIES:
{ 50}  Income advance from Trustee.....................                                $     4,013
{143}  Accrued Sponsors' fees .........................                                        356            4,369
                                                                                     -------------    -------------


     NET ASSETS, REPRESENTED BY:
{ 80}  2,814 units of fractional undivided
{ 80}     interest outstanding (Note 3) ...............                                  2,974,408

{105}  Undistributed net investment income ............                                     38,511      $ 3,012,919
                                                                                     -------------    =============

{130}UNIT VALUE ($ 3,012,919 / 2,814 units) ...........                                                 $  1,070.69
                                                                                                      =============
</TABLE>
                                      See Notes to Financial Statements.

                                                            D - 17.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61(NEW YORK TRUST),
     DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

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

     INVESTMENT INCOME:

{ 10}  Interest income ........................    $   174,960      $   197,876       $   204,736
{ 20}  Trustee's fees and expenses ............         (4,158)          (5,271)           (5,022)
{ 30}  Sponsors' fees .........................         (1,159)          (1,226)           (1,246)
                                                   ----------------------------------------------
{ 40}  Net investment income ..................        169,643          191,379           198,468
                                                   ----------------------------------------------


     REALIZED OR UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
{ 50}    securities sold or redeemed ..........         49,996            5,993             6,063
       Unrealized appreciation
{ 60}    of investments .......................         14,560          158,270            63,473
                                                   ----------------------------------------------
       Net realized and unrealized
{ 80}    gain on investments ..................         64,556          164,263            69,536
                                                   ----------------------------------------------



     NET INCREASE IN NET ASSETS
{ 80}  RESULTING FROM OPERATIONS ..............    $   234,199      $   355,642       $   268,004
                                                   ==============================================
</TABLE>
                                            See Notes to Financial Statements.





                                                   D - 18.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (NEW YORK TRUST),
     DEFINED ASSET FUNDS


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



                                                                  Years Ended April 30,
                                                          1999            1998            1997
                                                          ----            ----            ----

      <S>                                          <C>              <C>               <C>
     OPERATIONS:
{ 10}  Net investment income ..................    $   169,643      $   191,379       $   198,468
       Realized gain on
{ 20}    securities sold or redeemed ..........         49,996            5,993             6,063
       Unrealized appreciation
{ 30}    of investments .......................         14,560          158,270            63,473
                                                   ----------------------------------------------
       Net increase in net assets
{ 40}    resulting from operations ............        234,199          355,642           268,004
                                                   ----------------------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
{ 50}  Income  ................................       (170,084)        (191,493)         (198,947)
{ 60}  Principal ..............................        (23,256)          (4,310)
                                                   ----------------------------------------------
{ 70}  Total distributions ....................       (193,340)        (195,803)         (198,947)
                                                   ----------------------------------------------
     SHARE TRANSACTIONS:
{ 82}  Redemption amounts - income ............         (6,478)            (611)           (1,422)
{ 83}  Redemption amounts - principal .........       (531,556)         (55,390)         (134,460)
                                                   ----------------------------------------------
{ 84}  Total share transactions ...............       (538,034)         (56,001)         (135,882)
                                                   ----------------------------------------------

{ 90}NET INCREASE (DECREASE) IN NET ASSETS ....       (497,175)         103,838           (66,825)

{100}NET ASSETS AT BEGINNING OF YEAR ..........      3,510,094        3,406,256         3,473,081
                                                   ----------------------------------------------
{110}NET ASSETS AT END OF YEAR ................    $ 3,012,919      $ 3,510,094       $ 3,406,256
                                                   ==============================================
     PER UNIT:
       Income distributions during
{120}    year .................................    $     56.67      $     57.02       $     57.26
                                                   ==============================================
       Principal distributions during
{130}    year .................................    $      7.86      $      1.28
                                                   ===================================
       Net asset value at end of
{140}    year .................................    $  1,070.69      $  1,058.85       $  1,011.66
                                                   ==============================================
     TRUST UNITS:
{ 83}  Redeemed during year ...................            501               52               133
{150}  Outstanding at end of year .............          2,814            3,315             3,367
                                                   ==============================================
</TABLE>
                                              See Notes to Financial Statements.



                                                     D - 19.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (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 investment income is made to Holders each month.
          Receipts other than interest, after deductions for redemptions and
          applicable expenses, are also distributed periodically.



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

{ 10}     Cost of 2,814 units at Date of Deposit .....................                                  $ 2,806,522
{ 20}     Less sales charge ..........................................                                      126,292
                                                                                                         -----------
{ 25}     Net amount applicable to Holders ...........................                                    2,680,230
{ 25}     Redemption of units - net cost of 686 units redeemed .......
{143}       less redemption amounts (principal).......................                                      (68,016)
{ 40}     Realized gain on securities sold or redeemed ...............                                       62,052
{ 50}     Principal distributions ....................................                                      (27,566)
{ 70}     Unrealized appreciation of investments......................                                      327,708
                                                                                                         -----------

{ 80}     Net capital applicable to Holders ..........................                                  $ 2,974,408
                                                                                                         ===========
</TABLE>

    4.    INCOME TAXES

     As of April 30, 1999, unrealized appreciation of investments, based on cost
for Federal income tax purposes,  aggregated  $327,708,  all of which related to
appreciated securities. The cost of investment securities for Federal income tax
purposes was $2,641,876 at April 30, 1999.

                                                                D - 20.
<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61 (NEW YORK TRUST) (INSURED),
     DEFIEND ASSET FUNDS


     PORTFOLIOS
     As of April 30, 1999

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Dorm.  Auth. of the State of New York,    AAA      $   445,000    5.750  %     2022         07/01/02   $   412,893 $   461,848
     Ins. Rev. Bonds, Upstate Cmnty.                                 {649832T36}                 @ 102.000
     Colleges, 1992 A (Connie Lee Ins.)

  2  Metropolitan Trans. Auth., NY, Commuter   AAA          385,000    6.250        2022(5)      07/01/02       385,000     422,033
     Fac. Rev. Bonds, Ser. 1992                                      {592596GX2}                 @ 102.000
     B (MBIA Ins.)

  3  New York City Hlth. NT, and Hosp. Corp.,  AAA          455,000    5.750        2022         02/15/03       422,326     475,894
     Hlth. Sys. Bonds, 1993 Ser. A (AMBAC Ins.)                      {649674BD9}                 @ 102.000

  4  New York City, NY, Mun. Wtr. Fin.         AAA          195,000    6.200        2021(5)      06/15/02       193,719     212,222
     Auth., Wtr. and Swr. Sys. Rev. Bonds,                           {649706VV7}                 @ 101.500
     Fiscal 1992 Ser. C (AMBAC Ins.)

  5  New York State Med. Care Fac. Fin.        AAA           40,000    5.900        2022         08/15/02        37,896      43,125
     Agy., Mental Hlth. Svc. Fac. Imp. Rev.                          {64988K2Q9}                 @ 102.000
     Bonds, 1992 Ser. D (AMBAC Ins.)
                                                            320,000    5.900        2022(5)      08/15/02       303,165     347,802
                                                                     {64988KX28}                 @ 102.000

  6  Niagara Frontier Trans. Auth., NY,        AAA          450,000    6.000        2024         04/01/04       434,822     486,081
     (Greater Buffalo Intl. Arpt.), Arpt.                            {653544BF2}                 @ 102.000
     Rev. Bonds, Ser. 1994 C (AMBAC Ins.)

  7  Triborough Bridge and Tunnel Auth., NY,   AAA          400,000    5.500        2017(5)      01/01/02       361,644     419,052
     Spec. Oblig. Bonds, Ser. 1992                                   {896033NT0}                 @ 100.000
     (AMBAC Ins.)
                                                            100,000    5.500        2017         01/01/02        90,411     101,527
                                                                     {896033PC5}                 @ 100.000



                                                          ---------                                           ---------   ---------
     TOTAL                                               $2,790,000                                          $2,641,876  $2,969,584
                                                          =========                                           =========   =========



                                                              See Notes to Portfolios on page D - 22.

</TABLE>
                                                    D - 21.


<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES 61(CALIFORNIA, MICHIGAN,
     NEW JERSEY, NEW YORK TRUSTS),
     DEFINED ASSET FUNDS


     NOTES TO PORTFOLIOS
     As of April, 30 1999
<TABLE>
<CAPTION>
    <S>  <C>
    (1)   The ratings of the bonds are by Standard & Poor's Ratings Group, or by Moody's
          Investors Service, Inc. if followed by "(m)", or by Fitch Investors Service,
          Inc. if followed by "(f)"; "NR" indicates that this bond is not currently rated
          by any of the above-mentioned rating services.These ratings have been furnished
          by the Evaluator but not confirmed with the rating agencies.

    (2)   See Notes to Financial Statements.

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

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

    (5)   Bonds with an aggregate face amount of $1,420,000 of the California Trust,
          $785,000 of the Michigan Trust, $780,000 of the New Jersey Trust and $1,300,000
          of the New York Trust have been pre-refunded and are expected to be called for
          redemption on the optional redemption provision dates shown.
</TABLE>



                                             D - 22.





<PAGE>
                             Defined
                             Asset FundsSM


HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--61
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 Manhatt               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.
                                         33-53165) 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.


                                                      14841--8/99
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

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

     The facing sheet of Form S-6.

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

     The Prospectus.

     The Signatures.

The following exhibits:

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

     4.1  --Consent of the Evaluator.

     5.1  --Consent of independent accountants.

     9.1  --Information Supplement (incorporated by reference to Post-Effective
            Amendment No. 4 to Exhibit 9.1 to the Registration Statement of
            Municipal Investment Trust Fund, Insured Series--207, 1933 Act File
         No. 33-54037).

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--61
                              DEFINED ASSET FUNDS

                                   SIGNATURES

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--61, DEFINED ASSET FUNDS,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 6TH DAY OF
AUGUST, 1999.

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

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

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

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

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

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

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


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


      HERBERT M. ALLISON, JR.
      GEORGE A. SCHIEREN
      JOHN L. STEFFENS
      By J. DAVID MEGLEN
       (As authorized signatory for Merrill Lynch, Pierce,
       Fenner & Smith Incorporated and
       Attorney-in-fact for the persons listed above)

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


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


      MICHAEL A. CARPENTER
      DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR


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


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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR


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


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

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


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


      RICHARD M. DeMARTINI
      ROBERT J. DWYER
      CHRISTINE A. EDWARDS
      JAMES F. HIGGINS
      MITCHELL M. MERIN
      STEPHEN R. MILLER
      RICHARD F. POWERS III
      PHILIP J. PURCELL
      THOMAS C. SCHNEIDER
      WILLIAM B. SMITH
      By
       MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)

                                      R-7

<PAGE>
                                                                     EXHIBIT 4.1

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

                                                   August 6, 1999

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


Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Chase Manhattan Bank
4 New York Plaza, 6th Floor
New York, New York 10004


RE: MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES--61, DEFINED ASSET FUNDS

Gentlemen:

     We have examined the post-effective Amendment to the Registration Statement
File No. 33-53165 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

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

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

                                                   Sincerely,
                                                   FRANK A. CICCOTTO
                                                   Vice President

<PAGE>
                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--61, (California, Michigan,
New Jersey and New York): Defined Asset Funds

We consent to the use in this Post-Effective Amendment No. 5 to Registration
Statement No. 33-53165 of our opinion dated July 27, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading 'Miscellaneous--Auditors' in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
August 6, 1999



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