MUNICIPAL INVT TR FD MULTISTATE SER 65 DEFINED ASSET FUNDS, 485BPOS, 1999-08-18

MUNICIPAL INVT TR FD MULTISTATE SER 65 DEFINED ASSET FUNDS
485BPOS, 1999-08-18

Previous: FARALLON CAPITAL MANAGEMENT LLC, SC 13D/A, 1999-08-18

Next: ARM FINANCIAL GROUP INC, 8-K, 1999-08-18

<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1999

REGISTRATION NO. 33-53649
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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--65
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 27,
1999 pursuant to paragraph (b) of Rule 485. / x /

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

MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--65
(A UNIT INVESTMENT TRUST)
O CALIFORNIA, MICHIGAN, NEW YORK AND NORTH
CAROLINA PORTFOLIOS
O PORTFOLIOS OF INTERMEDIATE 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 27, 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 MAY 31, 1999, THE
EVALUATION DATE.

CONTENTS
PAGE
-----------
California Intermediate Portfolio--
Risk/Return Summary.................................. 3
Michigan Insured Portfolio-- Risk/Return Summary........ 6
New York Insured Portfolio-- Risk/Return Summary........ 9
North Carolina 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.................................... 22
Insurance Related Risk............................... 22
Litigation and Legislation Risks..................... 22
Selling or Exchanging Units............................. 22
Sponsors' Secondary Market........................... 22
Selling Units to the Trustee......................... 22
Exchange Option...................................... 23
How The Fund Works...................................... 23
Pricing.............................................. 23
Evaluations.......................................... 23
Income............................................... 24
Expenses............................................. 24
Portfolio Changes.................................... 24
Fund Termination..................................... 25
Certificates......................................... 25
Trust Indenture...................................... 25
Legal Opinion........................................ 26
Auditors............................................. 26
Sponsors............................................. 26
Trustee.............................................. 27
Underwriters' and Sponsors' Profits 27
Public Distribution.................................. 27
Code of Ethics....................................... 27
Year 2000 Issues..................................... 27
Taxes................................................... 27
Supplemental Information................................ 30
Financial Statements.................................... D-1

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

CALIFORNIA INTERMEDIATE 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
intermediate term municipal revenue bonds with an estimated
average life of about 6 years.
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 intermediate term
tax-exempt municipal bonds with an aggregate face amount of
$3,520,000.
o The Fund is a unit investment trust which means that,
unlike a mutual fund, the Portfolio is not managed.
o When the bonds were initially deposited they were rated A
or better by Standard & Poor's, Moody's or Fitch. The
quality of the bonds may currently be lower.
o Many of the bonds can be called at a premium declining over
time to par value. Some bonds may be called earlier at par
for extraordinary reasons.
o 39% 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 10%
/ / Hospital/Health Care 19%
/ / Lease Rental Appropriation 34%
/ / State/Local Government Supported 11%
/ / Refunded Bonds 6%
/ / Universities/Colleges 20%

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

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

3
<PAGE>

5. IS THIS FUND APPROPRIATE FOR YOU?
Yes, if you want federally tax-free income. You will
benefit from a professionally selected and supervised
portfolio whose risk is reduced by investing in 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 $ 4.32
Annual Income per unit: $ 56.95
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) 2.75%
Employees of some of the Sponsors and their affiliates may
be charged a reduced sales fee of no less than $5.00 per
unit.
The maximum sales fee is reduced if you invest at least
$100,000, as follows:

YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
---------------------------------- -----------------
Less than $100,000 2.75%
$100,000 to $249,999 2.50%
$250,000 to $499,999 2.25%
$500,000 to $999,999 2.00%
$1,000,000 and over 1.75%

Maximum Exchange Fee 1.75%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.70
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.27
Evaluator's Fee
$ 0.40
Other Operating Expenses
-----------
$ 1.82
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 June 30, 1999. OF COURSE, PAST
PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 6/30/99.

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

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

High 3.61% 7.12% 6.00% 4.88% 8.32% 6.53%
Average -0.28 5.22 5.89 2.71 6.26 6.47
Low -3.02 3.57 5.74 -0.03 4.40 6.37

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

Average
Sales fee 3.05% 5.12% 5.67%

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

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>

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 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,075,000.
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 16%
/ / Hospital/Health Care 33%
/ / Municipal Water/Sewer Utilities 16%
/ / Refunded Bonds 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 hospital/health care
bonds, adverse developments in these sectors may affect the
value of your units.
o Assuming no changes in interest rates, when you sell your
units, they will generally be worth less than your cost
because your cost included a sales fee.
o The Fund will receive early returns of principal if bonds
are called or sold before they mature. If this happens your
income will decline and you may not be able to reinvest the
money you receive at as high a yield or as long a maturity.

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 $ 4.49
Annual Income per unit: $ 53.88
These figures are estimates determined on the evaluation
day; actual payments may vary.

6. WHAT ARE THE FUND'S FEES AND EXPENSES?
This table shows the costs and expenses you may pay,
directly or indirectly, when you invest in the Fund.
INVESTOR FEES
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
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.30
Evaluator's Fee
$ 0.43
Other Operating Expenses
-----------
$ 1.88
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 June 30, 1999. OF COURSE, PAST
PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 6/30/99.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 1 YEAR 5 YEARS
- ---------------------------------------------------------------
High 2.30% 6.58% 4.13% 7.77%
Average 0.08 5.09 2.75 6.10
Low -3.42 3.52 0.07 4.41
- ---------------------------------------------------------------

Average
Sales fee 2.73% 4.96%

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

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

7
<PAGE>

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 YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$2,850,000.
o The Fund is a unit investment trust which means that,
unlike a mutual fund, the Portfolio is not managed.
o The bonds are rated AAA or Aaa by Standard & Poor's,
Moody's or Fitch.
o Many of the bonds can be called at a premium declining over
time to par value. Some bonds may be called earlier at par
for extraordinary reasons.
o 100% of the bonds are insured by insurance companies that
guarantee timely payments of principal and interest on the
bonds (but not Fund units or the market value of the bonds
before they mature).

The Portfolio consists of municipal bonds of the following
types:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / Airports/Ports/Highways 16%
/ / General Obligation 18%
/ / Hospital/Health Care 35%
/ / Lease Rental Appropriation 10%
/ / Municipal Water/Sewer Utilities 9%
/ / Refunded Bonds 12%

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

ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF NEW 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.

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 $ 4.48
Annual Income per unit: $ 53.85
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:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.70
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.33
Evaluator's Fee
$ 0.49
Other Operating Expenses
-----------
$ 1.97
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 June 30, 1999. OF COURSE, PAST
PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 6/30/99.

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

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

High 3.57% 6.80% 6.38% 5.48% 8.00% 6.98%
Average -0.08 4.94 6.08 2.91 5.94 6.67
Low -3.92 3.62 5.85 -0.57 4.51 6.44

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

Average
Sales fee 3.05% 4.94% 5.78%

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

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

10
<PAGE>

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

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

NORTH CAROLINA PORTFOLIO--RISK/RETURN SUMMARY

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

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,250,000.
o The Fund is a unit investment trust which means that,
unlike a mutual fund, the Portfolio is not managed.
o When the bonds were initially deposited they were rated A
or better by Standard & Poor's, Moody's or Fitch. The
quality of the bonds may currently be lower.
o Many of the bonds can be called at a premium declining over
time to par value. Some bonds may be called earlier at par
for extraordinary reasons.
o 15% of the bonds are insured by insurance companies that
guarantee timely payments of principal and interest on the
bonds (but not Fund units or the market value of the bonds
before they mature).

The Portfolio consists of municipal bonds of the following
types:

APPROXIMATE
PORTFOLIO
PERCENTAGE
/ / Airports/Ports/Highways 12%
/ / Hospital/Health Care 31%
/ / Industrial Development Revenue 10%
/ / Lease Rental Appropriation 15%
/ / Municipal Electric Utilities 32%

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

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

12
<PAGE>

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 $ 4.47
Annual Income per unit: $ 53.64
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.70
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.29
Evaluator's Fee
$ 0.43
Other Operating Expenses
-----------
$ 1.87
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
North Carolina 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 North
Carolina Series were offered between August 11, 1988 and
June 23, 1994 and were outstanding on June 30, 1999. OF
COURSE, PAST PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE
OF FUTURE RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 6/30/99.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 1 YEAR 5 YEARS
- ---------------------------------------------------------------
High 2.15% 6.40% 3.62% 7.59%
Average 0.10 5.09 2.39 6.07
Low -3.40 3.97 -0.06 4.73
- ---------------------------------------------------------------

Average
Sales fee 2.33% 4.84%

- -

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

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 $1,029.25
(as of May 31, 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 North Carolina state and local personal
income taxes if you live in North Carolina.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.

12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to
compound your income by reinvesting at no sales fee in the
Municipal Fund Investment Accumulation Program, Inc. This
program is an open-end mutual fund with a comparable
investment objective. Income from this program will
generally be subject to state and local income taxes. For
more complete information about the program, including
charges and fees, ask the Trustee for the program's
prospectus. Read it carefully before you invest. The
Trustee must receive your written election to reinvest at
least 10 days before the record day of an income payment.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain
other Defined Asset Funds. You may also exchange into this
Fund from certain other funds. We charge a reduced sales
fee on exchanges.

14
<PAGE>
- --------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

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

<TABLE>
<CAPTION>
COMBINED
EFFECTIVE
TAXABLE INCOME 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

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

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

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

FOR NORTH CAROLINA RESIDENTS
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

17
<PAGE>
o many hospitals are aggressively buying physician practices and assuming
risk contracts to gain market share. If revenues do not increase
accordingly, this practice could reduce profits;
o Medicare is changing its reimbursement system for nursing homes. Many
nursing home providers are not sure how they will be treated. In many
cases, the providers may receive lower reimbursements and these would have
to cut expenses to maintain profitability; and
o most retirement/nursing home providers rely on entrance fees for operating
revenues. If people live longer than expected and turnover is lower than
budgeted, operating revenues would be adversely affected by less than
expected entrance fees.

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

Here is what you should know about the North Carolina Portfolio's concentration
in municipal electric utility revenue bonds. The payment of interest and
principal of these bonds depends on the rates the utilities may charge, the
demand for their services and the cost of operating their business which
includes the expense of complying with environmental and other energy and
licensing laws and regulations. The operating results of utilities are
particularly influenced by:
o increases in operating and construction costs;
o the costs and availability of fuel;
o unpredicability of future usage requirements; and
o the risks associated with the nuclear industry.

There has been an increase in competition in the electric utility industry. The
effect of this competition has been to induce municipal utilities to keep their
rates as low as possible. Municipal electric utilities may, therefore, be unable
to increase rates to recover their investment in generating plant.

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

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

STATE CONCENTRATION RISK

CALIFORNIA RISKS

Generally

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

18
<PAGE>
o As a result California experienced a period of sustained budget imbalance.

o Since that time the California economy has improved markedly and the
extreme budgetary pressures have begun to lessen. However, the Asian
economic crisis is expected to continue to have some negative effectt on
the State's economy.

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 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

19
<PAGE>
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.

NORTH CAROLINA RISKS

Generally

North Carolina has seen significant growth over the past 25 years, including
increases in population, labor force, and per capita income. It has become the
tenth most populous state, and has had an unemployment rate below the national
average for several years. Nonetheless, it remains primarily a rural state.

North Carolina's economy consists of a combination of industry, agriculture and
tourism:

o the state ranked eleventh nationally in non-agricultural employment and
eighth in manufacturing employment in 1998;

o the state also ranked seventh nationally in gross agricultural income in
1997;

o the state's agriculture industry is the third most diversified in the
country, which has protected farm income from some of the wide swings that
have been seen in other states; and

o the number of farms in the state has been decreasing, but the state's
agribusiness sector, such as processing of farm products, and farm inputs
such as fertilizer and farm machinery remains strong.

State and Local Government

The state constitution requires a balanced budget.

During the recession of the late 1980s and early 1990s, the state spent nearly
all of its retained surplus, imposed new taxes and cut spending to avoid a
budget deficit. These actions helped maintain the state's credit rating, but at
the cost of reduced spending on infrastructure and social development projects.
Since then, the state has seen an economic recovery, and state revenues have
increased faster than expected. As a result, the state has lowered some taxes,
including the corporate income tax and the food tax.

Most of the North Carolina bonds in the Trust will not be general obligation
bonds of the state. Instead, they will be revenue bonds repaid from the proceeds
of certain revenue-producing governmental activities or revenues generated by
private entities. Therefore, they are subject to certain risks that are
different from the general economic risks facing the state. Also, the Trust is
concentrated in North Carolina bonds, which creates additional risk based on
lack of diversification.

The state's general obligations are rated Aaa by Moody's and AAA by Standard &
Poor's.

NEW YORK RISKS

Generally

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

20
<PAGE>
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.

PENNSYLVANIA RISKS

Generally

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

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

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

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

State and Local Governments

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

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

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

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

21
<PAGE>
o Pennsylvania's general obligation bonds are currently rated A1 by Moody's
and AA-by Standard & Poor's. Philadelphia's general obligation bonds are
rated Baa by Moody's and BBB by Standard & Poor's. There can be no
assurance that these ratings will not be lowered.

BOND QUALITY RISK

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

INSURANCE RELATED RISK

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

LITIGATION AND LEGISLATION RISKS

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

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

SELLING OR EXCHANGING UNITS

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

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

SPONSORS' SECONDARY MARKET

While we are not obligated to do so, we will buy back units at net asset value
without any 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

22
<PAGE>
by an eligible institution). Sometimes, additional documents are needed such as
a trust document, certificate of corporate authority, certificate of death or
appointment as executor, administrator or guardian.

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

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

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

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

EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

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:

23
<PAGE>
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 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

24
<PAGE>
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 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.

25
<PAGE>
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 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

26
<PAGE>
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.

TRUSTEE

The Bank of New York, 101 Barclay Street, 17 W, New York, New York 10268, is the
Trustee.

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

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund. The Year 2000 Problem may adversely affect the issuers of the securities
contained in the 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, financial institution,
insurance company or other investor with special circumstances. You should
consult your own

27
<PAGE>
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 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

28
<PAGE>
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 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.

NORTH CAROLINA TAXES

In the opinion of Hunton & Williams, Raleigh, North Carolina, special counsel on
North Carolina tax matters:

The North Carolina Trust will not be taxed as a corporation under the current
income tax laws of North Carolina. Therefore, if you are a North Carolina
taxpayer your interest income from the North Carolina Trust will be exempt from
North Carolina income tax to the extent that income is earned on bonds or other
obligations held by the Trust that are exempt from North Carolina income tax.
However, gains on the sale of bonds or other obligations by the North Carolina
Trust or on the sale of your units will be subject to North Carolina income tax,
unless the gain from the sale of such bonds or other obligation is expressly
exempt from income tax under North Carolina law. You should consult your tax
adviser as to the consequences to you with

29
<PAGE>
respect to any investment you make in the Trust.

SUPPLEMENTAL INFORMATION

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

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (CALIFORNIA, MICHIGAN, NEW YORK AND
NORTH CAROLINA TRUSTS)
DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Multistate Series - 65 (California, Michigan, New York and
North Carolina Trusts)
Defined Asset Funds:

We have audited the accompanying statements of condition of Municipal
Investment Trust Fund, Multistate Series - 65 (California, Michigan,
New York and North Carolina Trusts) Defined Asset Funds, including the
portfolios, as of May 31, 1999 and the related statements of
operations and of changes in net assets for the years ended
May 31, 1999, 1998 and 1997. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. Securities owned at May 31, 1999, as shown in
such portfolio, were confirmed to us by The Bank of New York, 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 - 65 (California, Michigan,
New York and North Carolina Trusts) Defined Asset Funds at
May 31, 1999 and the results of their operations and changes in their
net assets for the above-stated years in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
July 23, 1999

D - 1
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF MAY 31, 1999

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $3,451,548)(Note 1)...................... $3,737,174
Accrued interest receivable...................... 55,729
_____________

Total trust property................. 3,792,903

LESS LIABILITIES:
Advance from Trustee............................. $ 6,092
Accrued expenses................................. 1,950 8,042
_____________ _____________

NET ASSETS, REPRESENTED BY:
3,526 units of fractional undivided
interest outstanding (Note 3).................. 3,742,837
Undistributed net investment income.............. 42,024
_____________
$3,784,861
=============
UNIT VALUE ($3,784,861/3,526 units)................ $1,073.41
=============

</TABLE>
See Notes to Financial Statements.

D - 2
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income........................... $207,110 $243,252 $270,760
Trustee's fees and expenses............... (5,187) (4,903) (6,823)
Sponsors' fees............................ (1,805) (2,070) (2,424)
_________________________________________
Net investment income..................... 200,118 236,279 261,513
_________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities sold
or redeemed............................. 58,454 44,111 4,395
Unrealized appreciation (depreciation)
of investments.......................... (50,763) 78,955 168,255
_________________________________________

Net realized and unrealized gain on
investments............................. 7,691 123,066 172,650
_________________________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $207,809 $359,345 $434,163
=========================================

</TABLE>
See Notes to Financial Statements.

D - 3
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
OPERATIONS:
Net investment income....................... $ 200,118 $ 236,279 $ 261,513
Realized gain on securities sold
or redeemed............................... 58,454 44,111 4,395
Unrealized appreciation (depreciation)
of investments............................ (50,763) 78,955 168,255
_________________________________________
Net increase in net assets resulting
from operations........................... 207,809 359,345 434,163
_________________________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
Income...................................... (201,141) (236,017) (262,553)
Principal................................... (18,337) (19,602) (5,705)
_________________________________________
Total distributions......................... (219,478) (255,619) (268,258)
_________________________________________
CAPITAL SHARE TRANSACTIONS - Redemptions of
571, 595 and 308 units, respectively........ (621,842) (641,056) (319,264)
_________________________________________
NET DECREASE IN NET ASSETS.................... (633,511) (537,330) (153,359)

NET ASSETS AT BEGINNING OF YEAR............... 4,418,372 4,955,702 5,109,061
_________________________________________
NET ASSETS AT END OF YEAR..................... $3,784,861 $4,418,372 $4,955,702
=========================================
PER UNIT:
Income distributions during year............ $52.42 $53.24 $53.82
=========================================
Principal distributions during year......... $4.86 $4.50 $1.17
=========================================
Net asset value at end of year.............. $1,073.41 $1,078.44 $1,056.20
=========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........ 3,526 4,097 4,692
=========================================

</TABLE>
See Notes to Financial Statements.

D - 4
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (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.

2. DISTRIBUTIONS

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

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,526 units at Date of Deposit.............. $3,643,513
Less sales charge................................... 145,730
______________
Net amount applicable to Holders.................... 3,497,783
Redemptions of units - net cost of 1,474 units
redeemed less redemption amounts.................. (103,888)
Realized gain on securities sold or redeemed........ 106,960
Principal distributions............................. (43,644)
Unrealized appreciation of investments.............. 285,626
______________

Net capital applicable to Holders................... $3,742,837
==============
</TABLE>

4. INCOME TAXES

As of May 31, 1999, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $285,626, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $3,451,548 at
May 31, 1999.

D - 5

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65
DEFINED ASSET FUNDS

PORTFOLIO OF THE CALIFORNIA TRUST (INTERMEDIATE MATURITIES)
AS OF MAY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost Value(2)
__________ _________ ______ ______ _____________ _____________ ____ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 State of California, Various Aa3(m) $ 355,000 6.500% 2006 None $ 381,547 $ 406,851
Purpose General Obligation Bonds

2 California Statewide Community AAA 680,000 4.900 2005 None 645,823 711,844
Development Authority, Cedars-Sinai
Medical Center Hospital Refunding
Revenue Certificate of
Participation, Ser. 1993 (MBIA
Ins.)(5)

3 Cnty of Ventura, CA, 1993 Ctfs. of A1(m) 460,000 5.750 2005 12/01/03 463,818 494,864
Ptcptn. (Pub. Facs. Corp. IV) @ 102.000

4 The City of Los Angeles, CA, Mun. A+ 735,000 5.300 2002 None 730,274 759,931
Imp. Corp., Ctfs. of Ptcptn.
(Equip. and Real Prop. Acquisition
Progs.)

5 The Regents of the University of AAA 680,000 4.700 2006 09/01/03 629,231 700,693
California, Refunding Revenue Bonds @ 102.000
(Multi. Purpose Project), Ser. C
(AMBAC Ins.)(5)

6 Eden Township, California, Hospital A+ 395,000 5.600 2005 07/01/03 382,380 420,699
District, Health Facility Revenue @ 102.000
Refunding Bonds, (Eden Hospital
Health Service Corp), Ser. 1993

7 West Contra Costa, CA, Hosp. Dist., NR 215,000 6.250 2005(6) 11/01/04 218,475 242,292
Ins. Hlth. Fac. Rfdg. Rev. Bonds, @ 102.000
Ser. 1994

______________ ______________ ______________
TOTAL $3,520,000 $3,451,548 $3,737,174
============== ============== ==============
</TABLE>
See Notes to Portfolios on Pages D - 23 and D - 24.

D - 6

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (MICHIGAN TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF MAY 31, 1999

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $2,841,617)(Note 1)...................... $3,175,633
Accrued interest receivable...................... 31,340
Cash............................................. 7,364
_____________

Total trust property................. 3,214,337

LESS LIABILITY - Accrued expenses.................. 1,812
_____________

NET ASSETS, REPRESENTED BY:
3,073 units of fractional undivided
interest outstanding (Note 3).................. $3,175,657
Undistributed net investment income.............. 36,868
_____________
$3,212,525
=============
UNIT VALUE ($3,212,525/3,073 units)................ $1,045.40
=============

</TABLE>
See Notes to Financial Statements.

D - 7
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (MICHIGAN TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income........................... $171,076 $175,631 $181,750
Trustee's fees and expenses............... (4,557) (3,907) (5,723)
Sponsors' fees............................ (1,384) (1,427) (1,598)
_________________________________________
Net investment income..................... 165,135 170,297 174,429
_________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities sold
sold or redeemed........................ 17,840
Unrealized appreciation (depreciation)
of investments.......................... (26,717) 200,820 97,843
_________________________________________

Net realized and unrealized gain (loss)
on investments.......................... (26,717) 218,660 97,843
_________________________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $138,418 $388,957 $272,272
=========================================

</TABLE>
See Notes to Financial Statements.

D - 8
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (MICHIGAN TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
OPERATIONS:
Net investment income....................... $ 165,135 $ 170,297 $ 174,429
Realized gain on securities sold
sold or redeemed.......................... 17,840
Unrealized appreciation (depreciation)
of investments............................ (26,717) 200,820 97,843
_________________________________________
Net increase in net assets resulting
from operations........................... 138,418 388,957 272,272
_________________________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
Income...................................... (165,573) (169,419) (175,175)
Principal................................... (12,077)
_________________________________________
Total distributions......................... (165,573) (181,496) (175,175)
_________________________________________
CAPITAL SHARE TRANSACTIONS - Redemptions of
177 units..................................... (181,436)
_________________________________________
NET INCREASE (DECREASE) IN NET ASSETS......... (27,155) 26,025 97,097

NET ASSETS AT BEGINNING OF YEAR............... 3,239,680 3,213,655 3,116,558
_________________________________________
NET ASSETS AT END OF YEAR..................... $3,212,525 $3,239,680 $3,213,655
=========================================
PER UNIT:
Income distributions during year............ $53.88 $53.75 $53.90
=========================================
Principal distributions during year......... $3.93
=========================================
Net asset value at end of year.............. $1,045.40 $1,054.24 $988.82
=========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........ 3,073 3,073 3,250
=========================================

</TABLE>
See Notes to Financial Statements.

D - 9
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (MICHIGAN TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

(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.

2. DISTRIBUTIONS

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

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,073 units at Date of Deposit.............. $2,985,538
Less sales charge................................... 134,352
______________
Net amount applicable to Holders.................... 2,851,186
Redemptions of units - net cost of 177 units
redeemed less redemption amounts.................. (15,308)
Realized gain on securities sold or redeemed........ 17,840
Principal distributions............................. (12,077)
Unrealized appreciation of investments.............. 334,016
______________

Net capital applicable to Holders................... $3,175,657
==============
</TABLE>

4. INCOME TAXES

As of May 31, 1999, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $334,016, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $2,841,617 at
May 31, 1999.

D - 10

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65
DEFINED ASSET FUNDS

PORTFOLIO OF THE MICHIGAN TRUST (INSURED)
AS OF MAY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(4) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost Value(2)
_____________ _________ ______ ______ _____________ _____________ ____ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 Coldwater Community Schools, County AAA $ 250,000 6.300% 2023(6) 05/01/04 $ 253,100 $ 278,387
of Branch, Michigan, 1994 School @ 102.000
Building and Site Bonds (MBIA Ins.)

2 City of Detroit, Michigan, Water AAA 500,000 5.000 2023 07/01/04 419,660 479,700
Supply System Revenue and Revenue @ 102.000
Refunding Bonds, Ser. 1993
(Financial Guaranty Ins.)

3 Fitzgerald Public Schools, County AAA 500,000 5.125 2016 05/01/04 441,530 496,350
of Macomb, Michigan, (General @ 101.000
Obligation - Unlimited Tax),
Refunding Bonds, Ser. 1994 (MBIA
Ins.)

4 Hospital Finance Authority of the AAA 500,000 5.250 2016 01/01/04 443,960 495,605
City of St. Joseph, Michigan, @ 102.000
Revenue Refunding Bonds (Mercy
Memorial Medical Center Obligated
Group), Ser. 1993 (AMBAC Ins.)

5 Hudsonville Public Schools, AAA 500,000 6.100 2024(6) 05/01/04 496,550 552,355
Counties of Ottawa and Allegan, @ 102.000
State of Michigan 1994 School
Building and Site and Refunding
Bonds (General Obligation-
Unlimited Tax) Ser. B (Financial
Guaranty Ins.)

6 Michigan State Hospital Finance AAA 500,000 5.625 2018 11/01/03 464,060 514,205
Authority, Hospital Revenue @ 102.000
Refunding Bonds (Oakwood Hospital
Obligated Group), Ser. 1993 A.
(Financial Guaranty Ins.)

</TABLE>

D - 11

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65
DEFINED ASSET FUNDS

PORTFOLIO OF THE MICHIGAN TRUST (INSURED)
AS OF MAY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(4) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost Value(2)
_____________ _________ ______ ______ _____________ _____________ ____ ________
<S> <C> <C> <C> <C> <C> <C> <C>
7 Zeeland Public Schools, Counties of AAA $ 325,000 6.100% 2024(6) 05/01/04 $ 322,757 $ 359,031
Ottawa and Allegan, Michigan, 1994 @ 102.000
School Building and Site Refunding
Bonds, Ser. B (MBIA Ins.)

______________ ______________ ______________
TOTAL $3,075,000 $2,841,617 $3,175,633
============== ============== ==============

</TABLE>
See Notes to Portfolios on Pages D - 23 and D - 24.

D - 12

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF MAY 31, 1999

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $2,653,000)(Note 1)...................... $2,962,995
Accrued interest receivable...................... 45,448
_____________

Total trust property................. 3,008,443

LESS LIABILITIES:
Advance from Trustee............................. $ 1,804
Accrued expenses................................. 1,816 3,620
_____________ _____________

NET ASSETS, REPRESENTED BY:
2,866 units of fractional undivided
interest outstanding (Note 3).................. 2,968,170
Undistributed net investment income.............. 36,653
_____________
$3,004,823
=============
UNIT VALUE ($3,004,823/2,866 units)................ $1,048.44
=============

</TABLE>
See Notes to Financial Statements.

D - 13
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income........................... $169,211 $190,429 $195,150
Trustee's fees and expenses............... (4,632) (4,132) (5,920)
Sponsors' fees............................ (1,434) (1,540) (1,711)
_________________________________________
Net investment income..................... 163,145 184,757 187,519
_________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities sold
sold or redeemed........................ 38,733 17,566
Unrealized appreciation (depreciation)
of investments.......................... (17,610) 160,690 107,277
_________________________________________

Net realized and unrealized gain on
investments............................. 21,123 178,256 107,277
_________________________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $184,268 $363,013 $294,796
=========================================

</TABLE>
See Notes to Financial Statements.

D - 14

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
OPERATIONS:
Net investment income....................... $ 163,145 $ 184,757 $ 187,519
Realized gain on securities sold
sold or redeemed.......................... 38,733 17,566
Unrealized appreciation (depreciation)
of investments............................ (17,610) 160,690 107,277
_________________________________________
Net increase in net assets resulting
from operations........................... 184,268 363,013 294,796
_________________________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
Income...................................... (164,269) (183,850) (188,254)
Principal................................... (12,653) (1,882) (3,188)
_________________________________________
Total distributions......................... (176,922) (185,732) (191,442)
_________________________________________
CAPITAL SHARE TRANSACTIONS - Redemptions of
368, and 231 units, respectively............ (389,294) (242,341)
_________________________________________
NET INCREASE (DECREASE) IN NET ASSETS......... (381,948) (65,060) 103,354

NET ASSETS AT BEGINNING OF YEAR............... 3,386,771 3,451,831 3,348,477
_________________________________________
NET ASSETS AT END OF YEAR..................... $3,004,823 $3,386,771 $3,451,831
=========================================
PER UNIT:
Income distributions during year............ $54.05 $54.24 $54.33
=========================================
Principal distributions during year......... $4.18 $0.55 $0.92
=========================================
Net asset value at end of year.............. $1,048.44 $1,047.24 $996.20
=========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........ 2,866 3,234 3,465
=========================================

</TABLE>
See Notes to Financial Statements.

D - 15
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NEW YORK TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

(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.

2. DISTRIBUTIONS

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

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 2,866 units at Date of Deposit.............. $2,809,621
Less sales charge................................... 126,419
______________
Net amount applicable to Holders.................... 2,683,202
Redemptions of units - net cost of 634 units
redeemed less redemption amounts.................. (66,823)
Realized gain on securities sold or redeemed........ 59,519
Principal distributions............................. (17,723)
Unrealized appreciation of investments.............. 309,995
______________

Net capital applicable to Holders................... $2,968,170
==============
</TABLE>

4. INCOME TAXES

As of May 31, 1999, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $309,995 all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $2,653,000 at
May 31, 1999.

D - 16

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW YORK TRUST (INSURED)
AS OF MAY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(4) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost Value(2)
_____________ _________ ______ ______ _____________ _____________ ____ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 New York State Thruway Auth., Gen. AAA $ 355,000 5.500% 2023(6) 01/01/02 $ 326,362 369,569
Rev. Bonds, Ser. A (Financial @ 100.000
Guaranty Ins.)

2 Dormitory Auth. of the State of New AAA 285,000 5.625 2012 07/01/02 270,314 301,063
York, Ins. Rev. Bonds, Upstate @ 102.000
Cmnty. Colleges, 1992 A Issue
(Connie Lee Ins.)

3 New York State Environmental Fac AAA 250,000 6.150 2024 08/01/04 251,038 272,845
Corp., Wtr. Fac. Rfdg. Rev. Bonds @ 102.000
(Spring Valley Wtr. Co., Inc.
Proj.) (AMBAC Ins.)

4 New York State Medical Care AAA 500,000 5.800 2022 02/15/03 476,670 535,690
Facilities Finance Agency, Mental @ 102.000
Health Services Facilities
Improvement Revenue Bonds, 1993
Ser. A (AMBAC Ins.)

5 New York City, NY, Hlth. and Hosp. AAA 500,000 5.750 2022 02/15/03 473,525 518,145
Corp., Hlth. Sys. Bonds, Ser. 1993 @ 102.000
A (AMBAC Ins.)

6 The City of New York, NY, General AAA 500,000 5.375 2020 10/01/03 446,790 505,715
Obligation Bonds, Fiscal 1994 Ser. @ 101.500
C (AMABC Ins.)

7 Niagara Falls Bridge Commission, AAA 460,000 5.250 2021 10/01/03 408,301 459,968
Fixed Rate Toll Bridge System @ 102.000
Revenue Bonds, Ser. 1993 B
(Financial Guaranty Ins.)

______________ ______________ ______________
TOTAL $2,850,000 $2,653,000 $2,962,995
============== ============== ==============

</TABLE>
See Notes to Portfolios on Pages D - 23 and D - 24.

D - 17

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NORTH CAROLINA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF MAY 31, 1999

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $2,967,280)(Note 1)...................... $3,252,931
Accrued interest receivable...................... 61,084
_____________

Total trust property................. 3,314,015

LESS LIABILITIES:
Advance from Trustee............................. $ 20,566
Accrued expenses................................. 1,861 22,427
_____________ _____________

NET ASSETS, REPRESENTED BY:
3,250 units of fractional undivided
interest outstanding (Note 3).................. 3,252,931
Undistributed net investment income.............. 38,657
_____________
$3,291,588
=============
UNIT VALUE ($3,291,588/3,250 units)................ $1,012.80
=============

</TABLE>
See Notes to Financial Statements.

D - 18
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NORTH CAROLINA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
INVESTMENT INCOME:
Interest income........................... $180,100 $179,191 $180,100
Trustee's fees and expenses............... (4,743) (4,028) (5,722)
Sponsors' fees............................ (1,462) (1,463) (1,598)
_________________________________________
Net investment income..................... 173,895 173,700 172,780

UNREALIZED APPRECIATION (DEPRECIATION)
OF INVESTMENTS............................ (35,083) 157,800 130,328
_________________________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $138,812 $331,500 $303,108
=========================================

</TABLE>
See Notes to Financial Statements.

D - 19
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NORTH CAROLINA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
.........Years Ended May 31,............
1999 1998 1997
_________________________________________
<S> <C> <C> <C>
OPERATIONS:
Net investment income....................... $ 173,895 $ 173,700 $ 172,780
Unrealized appreciation (depreciation)
of investments............................ (35,083) 157,800 130,328
_________________________________________
Net increase in net assets resulting
from operations........................... 138,812 331,500 303,108

INCOME DISTRIBUTIONS TO HOLDERS (Note 2)...... (174,329) (173,516) (173,518)
_________________________________________
NET INCREASE (DECREASE) IN NET ASSETS......... (35,517) 157,984 129,590

NET ASSETS AT BEGINNING OF YEAR............... 3,327,105 3,169,121 3,039,531
_________________________________________
NET ASSETS AT END OF YEAR..................... $3,291,588 $3,327,105 $3,169,121
=========================================
PER UNIT:
Income distributions during year............ $53.64 $53.39 $53.39
=========================================
Net asset value at end of year.............. $1,012.80 $1,023.72 $975.11
=========================================
TRUST UNITS OUTSTANDING AT END OF YEAR........ 3,250 3,250 3,250
=========================================

</TABLE>
See Notes to Financial Statements.

D - 20
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (NORTH CAROLINA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

(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.

2. DISTRIBUTIONS

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

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,250 units at Date of Deposit.............. $3,107,095
Less sales charge................................... 139,815
______________
Net amount applicable to Holders.................... 2,967,280
Unrealized appreciation of investments.............. 285,651
______________

Net capital applicable to Holders................... $3,252,931
==============
</TABLE>

4. INCOME TAXES

As of May 31, 1999, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $285,651, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $2,967,280 at
May 31, 1999.

D - 21

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65
DEFINED ASSET FUNDS

PORTFOLIO OF THE NORTH CAROLINA TRUST
AS OF MAY 31, 1999
<TABLE>
<CAPTION>
Rating Optional
Portfolio No. and Title of of Face Redemption
Securities Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost Value(2)
__________ _________ ______ ______ _____________ _____________ ____ ________

<S> <C> <C> <C> <C> <C> <C> <C>
1 Medical Care AA $ 500,000 5.500% 2015 05/01/02 $ 462,050 506,205
Commission, Hospital Revenue @ 102.000
Refunding Bonds (Carolina Medicorp
Project), Ser. 1992

2 North Carolina Medical Care AA 500,000 5.500 2020 10/01/03 457,860 499,335
Commission, Hospital Revenue @ 102.000
Refunding Bonds (Presbyterian
Health Services Corp. Project),
Ser. 1993

3 North Carolina Municipal Power A- 500,000 5.750 2015 01/01/03 468,555 506,430
Agency, No. 1 Catawba Electric @ 100.000
Revenue Bonds Ser. 1992

4 North Carolina Eastern Muni. Pwr. BBB+(f) 550,000 5.500 2021 01/01/03 477,774 530,453
Agy., Pwr. Sys. Rev. Bonds, Rfdg. @ 100.000
Ser. 1993 B

5 City of Charlotte, NC, Refunding AAA 500,000 5.000 2021 12/01/03 430,110 483,605
Certificate of Participation (Conv. @ 100.000
Fac. Proj.), Ser. 1993 C (AMBAC
Ins.)(5)

6 The New Hanover Cnty, Industrial A 325,000 6.300 2014 07/01/02 329,092 344,351
Facility and Pollution Control @ 102.000
Finance Carolina Power & Light Co
Project

7 Puerto Rico Hghwy. and Trans. Auth. A 375,000 5.500 2019 07/01/03 341,839 382,552
Hghwy Rev. Rfdg. Bonds, Ser. X @ 101.500

______________ ______________ _____________
TOTAL $3,250,000 $2,967,280 $3,252,931
============== ============== =============
</TABLE>
See Notes to Portfolios on Pages on D - 23 and D - 24.

D - 22

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (CALIFORNIA, MICHIGAN, NEW YORK AND
NORTH CAROLINA TRUSTS)DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
AS OF MAY 31, 1999

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

(2) See Notes to Financial Statements.

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

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

D - 23
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 65 (CALIFORNIA, MICHIGAN, NEW YORK AND
NORTH CAROLINA TRUSTS)DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
AS OF MAY 31, 1999

(5) Insured by the indicated municipal bond insurance company.

(6) Bonds with aggregate face amounts of $215,000, $1,075,000, and
$355,000 for the California, Michigan and New York Trusts,
respectively, have been pre-refunded and are expected to be
called for redemption on the optional redemption provision
dates shown.

D - 24

<PAGE>
Defined
Asset FundsSM

HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most MULTISTATE SERIES--65
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 Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
33-53649) 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.

14874--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--65
DEFINED ASSET FUNDS

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--65, 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 18TH 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

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,
Reynolds Inc.: 333-13039 and 333-47553

RICHARD M. DeMARTINI
RAYMOND J. DROP
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
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 18, 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 Bank of New York
101 Barclay Street
New York, New York 10286

RE: MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES--65, DEFINED ASSET FUNDS

Gentlemen:

We have examined the post-effective Amendment to the Registration Statement
File No. 33-53649 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--65 (California, Michigan,
North Carolina and New York Trusts), Defined Asset Funds:

We consent to the use in this Post-Effective Amendment No. 5 to Registration
Statement No. 33-53649 of our opinion dated July 23, 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 18, 1999