MUNICIPAL INVT TR FD MULTISTATE SER 74 DEFINED ASSET FUNDS
485BPOS, 1999-12-01
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    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1999

                                                       REGISTRATION NO. 33-55467
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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--74
                              DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

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

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

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

Check box if it is proposed that this filing will become effective on December
10, 1999 pursuant to paragraph (b) of Rule 485.  /X/

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

<TABLE>
<S>                                    <C>
                                       MUNICIPAL INVESTMENT TRUST FUND
                                       MULTISTATE SERIES--74
                                       (A UNIT INVESTMENT TRUST)
                                       -  CALIFORNIA, NEW JERSEY AND NEW YORK PORTFOLIOS
                                       -  PORTFOLIOS OF INSURED INTERMEDIATE AND
                                       LONG-TERM MUNICIPAL BONDS
                                       -  DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
                                          INCOME TAX
                                       -  EXEMPT FROM SOME STATE TAXES
                                       -  MONTHLY DISTRIBUTIONS

</TABLE>
Sponsors:
Merrill Lynch,
Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
Prudential Securities Incorporated
PaineWebber Incorporated
Dean Witter Reynolds Inc.

- -----------------------
The Securities and Exchange Commission has not approved or disapproved
these Securities or passed upon the adequacy of this prospectus. Any
representation to the contrary is a criminal offense.

Prospectus dated December 10, 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:
  - A Disciplined strategy of buying and holding with a long-term view is the
    cornerstone of Defined Asset Funds.
  - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
    funds are not managed and portfolio changes are limited.
  - Defined Portfolios: We choose the stocks and bonds in advance, so you know
    what you're investing in.
  - Professional research: Our dedicated research team seeks out stocks or bonds
    appropriate for a particular fund's objectives.
  - Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF SEPTEMBER 30, 1999 THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
California Insured Intermediate
  Portfolio--
  Risk/Return Summary................    3
California Insured
  Portfolio--Risk/Return Summary.....    6
New Jersey Insured
  Portfolio--Risk/Return Summary.....    9
New York Insured Portfolio--
  Risk/Return Summary................   12
What You Can Expect From Your
  Investment.........................   16
  Monthly Income.....................   16
  Return Figures.....................   16
  Records and Reports................   16
The Risks You Face...................   16
  Interest Rate Risk.................   16
  Call Risk..........................   17
  Reduced Diversification Risk.......   17
  Liquidity Risk.....................   17
  Concentration Risk.................   17
  State Concentration Risk...........   18
  Bond Quality Risk..................   18
  Insurance Related Risk.............   20
  Litigation and Legislation Risks...   20
Selling or Exchanging Units..........   20
  Sponsors' Secondary Market.........   20
  Selling Units to the Trustee.......   20
  Exchange Option....................   21
How The Fund Works...................   21
  Pricing............................   21
  Evaluations........................   21
  Income.............................   22
  Expenses...........................   22
  Portfolio Changes..................   22
  Fund Termination...................   23
  Certificates.......................   23
  Trust Indenture....................   23
  Legal Opinion......................   24
  Auditors...........................   24
  Sponsors...........................   24
  Trustee............................   25
  Underwriters' and Sponsors'
    Profits..........................   25
  Public Distribution................   25
  Code of Ethics.....................   25
  Year 2000 Issues...................   25
Taxes................................   25
Supplemental Information.............   27
Financial Statements.................  D-1
</TABLE>

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

CALIFORNIA INTERMEDIATE INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

  -  The Fund plans to hold to maturity 7
     intermediate-term tax-exempt municipal
     bonds with an aggregate face amount of
     $2,610,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / General Obligation                18%
<S>                                 <C>
  / / Hospital/Health Care              31%
  / / Housing                           12%
  / / Refunded Bonds                    2%
  / / Special Tax Issues                37%
</TABLE>

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

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

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

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

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF 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.
</TABLE>

                                       3
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.26
     Annual Income per unit:                        $51.17
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

     Maximum Sales Fee (Load) on new
     purchases (as a percentage of
     $1,000 invested)                            2.75%

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

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

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     Less than $100,000            2.75%
     $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%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.54
     Evaluator's Fee
                                                    $0.53
     Other Operating Expenses
                                                    -----
                                                    $2.32
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR 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
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    3.86%     6.69%     5.97%     4.25%     7.89%     6.57%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -2.14      5.00      5.82     -0.25      6.05      6.41
 Low                     -5.88      2.82      5.61     -3.20      3.65      6.20
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.97%     5.15%     5.82%
</TABLE>

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

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

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

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

                                       4
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT            $1,052.24
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

     In the opinion of bond counsel when each
     bond was issued, interest on the bonds
     in this Fund is generally 100% exempt
     from regular federal income tax. Your
     income may also be exempt from some
     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.on
     exchanges.
</TABLE>

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

CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 8
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $2,450,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  The Fund is concentrated in refunded
     bonds.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / General Obligation                22%
<S>                                 <C>
  / / Hospitals/Health Care             14%
  / / Lease Rental Appropriation        20%
  / / Refunded Bonds                    44%
</TABLE>

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

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

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

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

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

     ALSO, THE PORTFOLIO IS CONCENTRATED IN
     BONDS OF 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.
</TABLE>

                                       6
<PAGE>

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

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

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

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

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.68
     Trustee's Fee
                                                    $0.54
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.57
     Evaluator's Fee
                                                    $0.56
     Other Operating Expenses
                                                    -----
                                                    $2.35
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR 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
     September 30, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    3.86%     6.69%     5.97%     4.25%     7.89%     6.57%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -2.14      5.00      5.82     -0.25      6.05      6.41
 Low                     -5.88      2.82      5.61     -3.20      3.65      6.20
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.97%     5.15%     5.82%
</TABLE>

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

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

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

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

                                       7
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT            $1,067.28
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

     In the opinion of bond counsel when each
     bond was issued, interest on the bonds
     in this Fund is generally 100% exempt
     from regular federal income tax. Your
     income may also be exempt from some
     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.
</TABLE>

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

NEW JERSEY INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $2,725,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  The Fund is concentrated in refunded
     bonds.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Hospital/Health Care              18%
<S>                                 <C>
  / / Industrial Development
      Revenue                           24%
  / / Refunded Bonds                    49%
  / / Universities/Colleges             9%
</TABLE>

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

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

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

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

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

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

                                       9
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.77
     Annual Income per unit:                        $57.34
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.69
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.52
     Evaluator's Fee
                                                    $0.52
     Other Operating Expenses
                                                    -----
                                                    $2.28
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

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

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT            $1,056.14
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 8
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $2,695,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  The Fund is concentrated in refunded
     bonds.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Hospital/Health Care              1%
<S>                                 <C>
  / / Housing                           16%
  / / Industrial Development
      Revenue                           35%
  / / Refunded Bonds                    48%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     industrial development revenue bonds,
     adverse developments in this sector may
     affect the value of your units.

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

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

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

                                       12
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.81
     Annual Income per unit:                        $57.74
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.53
     Evaluator's Fee
                                                    $0.56
     Other Operating Expenses
                                                    -----
                                                    $2.34
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

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

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

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

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

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

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

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

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

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

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

                                       13
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT            $1,062.06
     (as of September 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

                                       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%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

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

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 25,750      $      0- 43,050     20.10       5.01       5.63       6.26       6.88       7.51       8.14       8.76
  $ 25,751- 62,450      $ 43,051-104,050     34.70       6.13       6.89       7.66       8.42       9.19       9.95      10.72
  $ 62,451-130,250      $104,051-158,550     37.42       6.39       7.19       7.99       8.79       9.59      10.39      11.19
  $130,251-283,150      $158,551-283,150     41.95       6.89       7.75       8.61       9.47      10.34      11.20      12.06
OVER $283,151           OVER $283,151        45.22       7.30       8.21       9.13      10.04      10.95      11.87      12.78

<S>                    <C>        <C>
  $      0- 25,750       9.39      10.01
  $ 25,751- 62,450      11.48      12.25
  $ 62,451-130,250      11.98      12.78
  $130,251-283,150      12.92      13.78
OVER $283,151           13.69      14.60
</TABLE>

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

<CAPTION>

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

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

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

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

<CAPTION>

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

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

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

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

<CAPTION>

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

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

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

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

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

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

RETURN FIGURES

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

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

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

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

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

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

RECORDS AND REPORTS

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

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

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

THE RISKS YOU FACE

INTEREST RATE RISK

Investing involves risks, including the risk that your investment will decline
in value if interest

                                       16
<PAGE>
rates rise. Generally, bonds with longer maturities will change in value more
than bonds with shorter maturities. Bonds in the Fund are more likely to be
called when interest rates decline. This would result in early returns of
principal to you and may result in early termination of the Fund. Of course, we
cannot predict how interest rates may change.

CALL RISK

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

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

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

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

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

REDUCED DIVERSIFICATION RISK

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

LIQUIDITY RISK

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

CONCENTRATION RISK

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

Here is what you should know about the California Intermediate Portfolio's
concentration in special tax bonds. Special tax bonds are payable from and
secured by the revenues a municipality derives from a particular tax; for
example, a tax on hotel rentals, on the purchase of food and beverages, car
rentals, or liquor consumption. These bonds are not secured by general tax
revenues. Payment on these bonds may be adversely affected by:
  - a reduction in revenues resulting from a decline in the local economy or
    population; or
  - a decline in the consumption, use or cost of the goods and services that are
    subject to taxation.

Here is what you should know about the California, New Jersey and New York
Portfolios' concentrations in refunded bonds. Refunded bonds are typically:
  - backed by direct obligations of the U.S. government; or
  - in some cases, backed by obligations guaranteed by the U.S. government and
    placed in escrow with an independent trustee;

                                       17
<PAGE>
  - noncallable prior to maturity; but
  - sometimes called for redemption prior to maturity.

Here is what you should know about the New YorkPortfolio's concentration in
industrial development revenue bonds (IDRs). IDRs are issued to finance various
privately operated projects such as pollution control and manufacturing
facilities. Payment for these bonds depends on:
  - creditworthiness of the corporate operator of the project being financed;
  - economic factors relating to the particular industry; and,
  - in some cases, creditworthiness of an affiliated or third-party guarantor.

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.

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

  - 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:

  - 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.

  - 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.

  - 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:

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

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

  - 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.

                                       18
<PAGE>
NEW JERSEY RISKS

STATE AND LOCAL GOVERNMENT

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

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

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

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

  - elementary and secondary education, and

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

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

NEW YORK RISKS

GENERALLY

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

  - the high combined state and local tax burden;

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

  - sensitivity to the financial services industry; and

  - dependence on federal aid.

STATE GOVERNMENT

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

NEW YORK CITY GOVERNMENT

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

  - aging public facilities that need repair or replacement;

  - welfare and medical costs;

  - expiring labor contracts; and

  - a high and increasing debt burden.

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

BOND QUALITY RISK

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

                                       19
<PAGE>
INSURANCE RELATED RISK

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

LITIGATION AND LEGISLATION RISKS

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

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

SELLING OR EXCHANGING UNITS

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

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

SPONSORS' SECONDARY MARKET

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

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

SELLING UNITS TO THE TRUSTEE

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

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

                                       20
<PAGE>
As long as we are maintaining a secondary market, the Trustee will sell your
units to us at a price based on net asset value. If there is no secondary
market, the Trustee may sell your units in the over-the-counter market for a
higher price, but it is not obligated to do so. In that case, you will receive
the net proceeds of the sale.

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

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

EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

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

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. 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

                                       21
<PAGE>
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.

INCOME

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

EXPENSES

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

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

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

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

PORTFOLIO CHANGES

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

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

If we maintain a secondary market in units but are unable to sell the units that
we buy in the secondary market, we will redeem units, which 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:
  - diversity of the portfolio;

                                       22
<PAGE>
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

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

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

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

CERTIFICATES

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

TRUST INDENTURE

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

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

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

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

Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign

                                       23
<PAGE>
or be removed by the Sponsors and the Trustee without the consent of investors.
The resignation or removal of either becomes effective when a successor accepts
appointment. The Sponsors will try to appoint a successor promptly; however, if
no successor has accepted within 30 days after notice of resignation, the
resigning Trustee or Evaluator may petition a court to appoint a successor.

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

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

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

LEGAL OPINION

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

AUDITORS

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

SPONSORS

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

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.

                                       24
<PAGE>
TRUSTEE

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

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

YEAR 2000 ISSUES

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

TAXES

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

At the date of issue of each bond, counsel for the issuer delivered an opinion
to the effect that interest on the bond is exempt from regular federal income
tax. However, interest may be subject to state and local taxes may be taken into
account in determining your preference items for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of

                                       25
<PAGE>
counsel for the issuers. We cannot assure you that the issuer (or other users)
have complied or will comply with any requirements necessary for a bond to be
tax-exempt. If any of the bonds were determined not to be tax-exempt, you could
be required to pay income tax for current and prior years, and if the Fund were
to sell the bond, it might have to sell it at a substantial discount.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

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

YOUR BASIS IN THE BONDS

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

EXPENSES

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

STATE AND LOCAL TAXES

Under the income tax laws of the State and City of New York, the Fund will not
be taxed as a corporation. If you are a New York taxpayer, your income from the
Fund will not be tax-exempt in New York except to the

                                       26
<PAGE>
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.

NEW JERSEY TAXES

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

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

SUPPLEMENTAL INFORMATION

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

                                       27
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES),
CALIFORNIA, NEW JERSEY AND NEW YORK TRUSTS)

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Multistate Series - 74 (California (Intermediate Maturities),
California, New Jersey and New York Trusts):

We have audited the accompanying statements of condition of Municipal Investment
Trust Fund, Multistate Series - 74 (California (Intermediate
Maturities),California, New Jersey and New York Trusts), including the
portfolios, as of September 30, 1999 and the related statements of operations
and of changes in net assets for the years ended September 30, 1999, 1998 and
1997. These financial statements are the responsibility of the Trustee. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Securities owned at
September 30, 1999, as shown in such portfolios, were confirmed to us by The
Chase Manhattan Bank, the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Trustee, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Municipal Investment Trust
Fund, Multistate Series - 74 (California (Intermediate Maturities),California,
New Jersey and New York Trusts) at September 30, 1999 and the results of their
operations and changes in their net assets for the above-stated years in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
November 8, 1999


                                     D - 1.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES) TRUST),
DEFINED ASSET FUNDS


STATEMENT OF CONDITION
As of September 30, 1999

TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,463,312)(Note 1) .........                 $   2,694,833
  Accrued interest................................                        35,205
  Cash - principal ...............................                            11
                                                                   -------------
    Total trust property .........................                     2,730,049


LESS LIABILITIES:
  Income advance from Trustee.....................  $       1,787
  Accrued Sponsors' fees .........................            943          2,730
                                                    -------------  -------------


NET ASSETS, REPRESENTED BY:
  2,621 units of fractional undivided
     interest outstanding (Note 3) ...............      2,694,844

  Undistributed net investment income ............         32,475  $   2,727,319
                                                    -------------  =============

UNIT VALUE ($ 2,727,319 / 2,621 units)............                 $    1,040.56
                                                                   =============

                       See Notes to Financial Statements.


                                     D - 2.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES) TRUST),
DEFINED ASSET FUNDS


STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                         Years Ended September 30,
                                                   1999            1998            1997
                                                   ----            ----            ----
<S>                                           <C>              <C>               <C>
INVESTMENT INCOME:

  Interest income ........................    $   141,789      $   159,428       $   173,354
  Trustee's fees and expenses ............         (4,470)          (5,498)           (5,355)
  Sponsors' fees .........................         (1,272)          (1,352)           (1,431)
                                              ----------------------------------------------
  Net investment income ..................        136,047          152,578           166,568
                                              ----------------------------------------------


REALIZED OR UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........          7,539           16,896             3,940
  Unrealized appreciation (depreciation)
    of investments .......................       (118,134)          42,699            98,763
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (110,595)          59,595           102,703
                                              ----------------------------------------------



NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $    25,452      $   212,173       $   269,271
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES) TRUST),
DEFINED ASSET FUNDS


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                       Years Ended September 30,
                                                  1999            1998            1997
                                                  ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   136,047      $   152,578       $   166,568
  Realized gain on
    securities sold or redeemed ..........          7,539           16,896             3,940
  Unrealized appreciation (depreciation)
    of investments .......................       (118,134)          42,699            98,763
                                              ----------------------------------------------
  Net increase in net assets
    resulting from operations ............         25,452          212,173           269,271
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (136,142)        (153,011)         (166,669)
  Principal ..............................        (15,857)          (7,579)           (4,058)
                                              ----------------------------------------------
  Total distributions ....................       (151,999)        (160,590)         (170,727)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (2,190)          (2,776)           (1,929)
  Redemption amounts - principal .........       (184,978)        (231,894)         (163,797)
                                              ----------------------------------------------
  Total share transactions ...............       (187,168)        (234,670)         (165,726)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............       (313,715)        (183,087)          (67,182)

NET ASSETS AT BEGINNING OF YEAR ..........      3,041,034        3,224,121         3,291,303
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,727,319      $ 3,041,034       $32,224,121
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     51.49      $     52.39       $     53.01
                                              ==============================================
  Principal distributions during
    year .................................    $      6.05      $      2.54       $      1.28
                                              ==============================================
  Net asset value at end of
    year .................................    $  1,040.56      $  1,088.42       $  1,069.71
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            173              220               156
  Outstanding at end of year .............          2,621            2,794             3,014
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES) TRUST),
DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

<TABLE>
<S>                                                                    <C>
     Cost of 2,621 units at Date of Deposit .....................      $ 2,622,923
     Less sales charge ..........................................          104,945
                                                                       -----------
     Net amount applicable to Holders ...........................        2,517,978
     Redemptions of units - net cost of 629 units redeemed
       less redemption amounts (principal).......................          (56,712)
     Realized gain on securities sold or redeemed ...............           29,551
     Principal distributions ....................................          (27,494)
     Net unrealized appreciation of investments..................          231,521
                                                                       -----------

     Net capital applicable to Holders ..........................      $ 2,694,844
                                                                       ===========
</TABLE>

    4.    INCOME TAXES

          As of September 30, 1999, net unrealized appreciation of investments,
          based on cost for Federal income tax purposes, aggregated $231,521, of
          which $ 3,460 related to depreciated securities and $ 234,981 related
          to appreciated securities. The cost of investment securities for
          Federal income tax purposes was $2,463,312 at September 30, 1999.


                                     D - 5.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES) TRUST)
(INSURED), DEFINED ASSET FUNDS


PORTFOLIO
As of September 30, 1999

<TABLE>
<CAPTION>

                                              Rating of                                           Optional
     Portfolio No. and Title of                Issues       Face                                 Redemption
            Securities                        (1) (4)       Amount    Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                           <C>       <C>          <C>           <C>          <C>         <C>         <C>
  1  California Hlth. Facilities Fin. Auth.,   AAA      $   300,000    5.000  %     2006         07/01/04   $   270,363 $   306,876
     Ins. Hlth. Fac. Rfdg. Rev. Bonds                                                            @ 102.000
     (Catholic Health Care West), 1994
     Ser. B (AMBAC Ins.)

  2  California Hsg. Fin. Agy., Hsg. Rev.      AAA          305,000    5.950        2005         02/01/05       305,000     315,898
     Bonds, 1994 Ser. E (MBIA Ins.)                                                              @ 102.000

  3  Certificates of Part. Rfdg. Ser. 1994,    AAA          510,000    5.000        2007         02/15/04       453,778     517,757
     Ca, City of Walnut Creek (John                                                              @ 102.000
     Muir Med. Ctr.) (MBIA Ins.)

  4  Insured Hosp. Rev. Cert. of Part., CA,    AAA           85,000    6.350        2004(5)      07/01/02        88,417      91,583
     (Desert Hosp. Corp. Proj.),                                                                 @ 102.000
     Ser. 1992 (FSAM Ins.)

  5  Los angeles Cnty. Metro. Trans. Auth.,    AAA          460,000    4.800        2005         07/01/03       411,856     469,701
     CA, Prop. C Sales Tax Rev. Bonds,                                                           @ 102.000
     Second Sr. Bonds, Ser. 1993-B (AMBAC Ins.)

  6  Orange Cnty. Local Trans. Auth., CA,      AAA          500,000    4.700        2005         02/15/04       445,225     507,805
     Measure M Sales Tax Rev Bonds (Ltd.                                                         @ 102.000
     Tax Bonds), Second Sen. Bonds, Ser.
     1994 (Financial Guaranty Ins.)

  7  State of California, Var. Purpose G.O.    AAA          450,000    6.800        2002         None           488,673     485,213
     Bonds Ser. 1990 (MBIA Ins.)

                                                          ---------                                           ---------   ---------
                                                        $ 2,610,000                                         $ 2,463,312 $ 2,694,833
                                                          =========                                           =========   =========
</TABLE>

                    See Notes to Portfolios on Page D - 22..


                                     D - 6.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74, (CALIFORNIA TRUST),
DEFINED ASSET FUNDS


STATEMENT OF CONDITION
As of September 30, 1999

<TABLE>
<S>                                                  <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,328,580)(Note 1) .........                    $   2,619,069
  Accrued interest................................                           55,491
  Cash - principal ...............................                               21
                                                                      -------------
    Total trust property .........................                        2,674,581


LESS LIABILITIES:
  Income advance from Trustee.....................   $      22,004
  Accrued Sponsors' fees .........................             890           22,894
                                                     -------------    -------------


NET ASSETS, REPRESENTED BY:
  2,511 units of fractional undivided
     interest outstanding (Note 3) ...............       2,619,090

  Undistributed net investment income ............          32,597    $   2,651,687
                                                     -------------    =============

UNIT VALUE ($ 2,651,687 / 2,511 units)............                    $    1,056.03
                                                                      =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 7.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74, (CALIFORNIA TRUST),
DEFINED ASSET FUNDS


STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Years Ended September 30,
                                                    1999            1998            1997
                                                    ----            ----            ----
<S>                                           <C>              <C>               <C>
INVESTMENT INCOME:

  Interest income ........................    $   152,645      $   173,820       $   186,669
  Trustee's fees and expenses ............         (4,343)          (4,906)           (5,258)
  Sponsors' fees .........................         (1,204)          (1,301)           (1,399)
                                              ----------------------------------------------
  Net investment income ..................        147,098          167,613           180,012
                                              ----------------------------------------------


REALIZED OR UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........          7,456           59,755            25,908
  Unrealized appreciation (depreciation)
    of investments .......................       (139,042)          79,497            74,858
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (131,586)         139,252           100,766
                                              ----------------------------------------------



NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $    15,512      $   306,865       $   280,778
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 8.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74, (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                         Years Ended September 30,
                                                    1999            1998            1997
                                                    ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   147,098      $   167,613       $   180,012
  Realized gain on
    securities sold or redeemed ..........          7,456           59,755            25,908
  Unrealized appreciation (depreciation)
    of investments .......................       (139,042)          79,497            74,858
                                              ----------------------------------------------
  Net increase in net assets
    resulting from operations ............         15,512          306,865           280,778
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (147,133)        (167,917)         (180,255)
  Principal ..............................         (8,964)         (26,427)          (15,489)
                                              ----------------------------------------------
  Total distributions ....................       (156,097)        (194,344)         (195,744)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............           (718)          (4,070)           (3,161)
  Redemption amounts - principal .........        (59,037)        (365,130)         (270,270)
                                              ----------------------------------------------
  Total share transactions ...............        (59,755)        (369,200)         (273,431)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............       (200,340)        (256,679)         (188,397)

NET ASSETS AT BEGINNING OF YEAR ..........      2,852,027        3,108,706         3,297,103
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,651,687      $ 2,852,027       $ 3,108,706
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     58.49      $     58.88       $     59.20
                                              ==============================================
  Principal distributions during
    year .................................    $      3.57      $      9.57       $      4.96
                                              ==============================================
  Net asset value at end of
    year .................................    $  1,056.03      $  1,111.90       $  1,071.97
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................             54              335               258
  Outstanding at end of year .............          2,511            2,565             2,900
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 9.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74, (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.


    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

<TABLE>
<S>                                                                 <C>
     Cost of 2,511 units at Date of Deposit .....................   $ 2,484,161
     Less sales charge ..........................................       111,790
                                                                     -----------
     Net amount applicable to Holders ...........................     2,372,371
     Redemptions of units - net cost of 989 units redeemed
       less redemption amounts (principal).......................      (116,003)
     Realized gain on securities sold or redeemed ...............       125,992
     Principal distributions ....................................       (53,759)
     Unrealized appreciation of investments......................       290,489
                                                                     -----------

     Net capital applicable to Holders ..........................   $ 2,619,090
                                                                     ===========
</TABLE>

    4.    INCOME TAXES

          As of September 30, 1999, unrealized appreciation of investments,
          based on cost for Federal income tax purposes, aggregated $290,489,
          all of which related to appreciated securities. The cost of investment
          securities for Federal income tax purposes was $2,328,580 at September
          30, 1999.


                                    D - 10.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74, (CALIFORNIA TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1999

<TABLE>
<CAPTION>
                                             Rating of                                          Optional
     Portfolio No. and Title of               Issues       Face                                 Redemption
            Securities                        (1) (4)     Amount      Coupon      Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Certs. of Part. (1994 Natividad Med.      AAA      $   375,000    6.600  %     2023(5)      08/01/05   $   375,000 $   423,885
     Center Imp. Proj., Ser. C),                                                                 @ 102.000
     Monterey Cnty., CA  (MBIA Ins.)

  2  City of Stockton, CA, Ins. Hlth. Facs.    AAA          345,000    5.500        2023         12/01/03       288,762     335,192
     Rev. Bonds (St. Joseph's Med. Center                                                        @ 102.000
     of Stockton), Ser. 1993 A (MBIA Ins.)

  3  Cnty. of Sacramento, CA, 1994 Public      AAA          500,000    6.400        2019         10/01/04       490,815     551,325
     Facilities Proj. Certificates of                                                            @ 102.000
     Part. (Coroner/Crime lab)
     Ser. 1994 (AMBAC Ins.)

  4  Los Angeles Cnty. Metro. Trans. Auth.,    AAA          245,000    6.000        2023(5)      07/01/02       224,692     261,961
     CA, Prop. C Sales Tax Rev. Bonds,                                                           @ 102.000
     Second Sr. Bonds, 1992-A (MBIA Ins.)

  5  Pioneers Mem. Hosp. Dist. (Imperial       AAA          500,000    6.400        2017         10/01/04       491,130     525,890
     Cnty., CA), 1994 G.O. Bonds (AMBAC Ins.)                                                    @ 102.000

  6  State of California, Var. Purpose G.O.    AAA          245,000    6.000        2021(5)      10/01/02       226,588     262,978
     Bonds, Ser. 1992 (MBIA Ins.)                                                                @ 102.000

  7  State of California, Var. Purpose G.O.    AAA           30,000    6.000        2021         10/01/02        27,746      30,570
     Bonds, Ser. 1992 (MBIA Ins.)                                                                @ 102.000

  8  The Regents of the Univ. of California,   AAA          210,000    6.375        2024(5)      09/01/02       203,847     227,268
     Rev. Bonds (Multiple Purpose Proj.),                                                        @ 102.000
     Ser. 1994 D (MBIA Ins.)
                                                          ---------                                           ---------   ---------
                                                        $ 2,450,000                                         $ 2,328,580 $ 2,619,069
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on Page D - 22.


                                    D - 11.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW JERSEY TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of September 30, 1999

<TABLE>
<S>                                                  <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,528,843)(Note 1) .........                    $   2,840,726
  Accrued interest................................                           51,652
  Cash - principal ...............................                            5,143
                                                                      -------------
    Total trust property .........................                        2,897,521


LESS LIABILITIES:
  Income advance from Trustee.....................   $      15,593
  Accrued Sponsors' fees .........................           1,004           16,597
                                                     -------------    -------------


NET ASSETS, REPRESENTED BY:
  2,757 units of fractional undivided
     interest outstanding (Note 3) ...............       2,845,869

  Undistributed net investment income ............          35,055    $   2,880,924
                                                     -------------    =============

UNIT VALUE ($ 2,880,924 / 2,757 units)............                    $    1,044.95
                                                                      =============
</TABLE>

                       See Notes to Financial Statements.


                                    D - 12.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW JERSEY TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                           Years Ended September 30,
                                                     1999            1998            1997
                                                     ----            ----            ----
<S>                                           <C>              <C>               <C>
INVESTMENT INCOME:

  Interest income ........................    $   166,507      $   169,995       $   181,473
  Trustee's fees and expenses ............         (4,574)          (4,936)           (5,290)
  Sponsors' fees .........................         (1,325)          (1,300)           (1,386)
                                              ----------------------------------------------
  Net investment income ..................        160,608          163,759           174,797
                                              ----------------------------------------------

REALIZED OR UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........          8,933           17,545            11,427
  Unrealized appreciation (depreciation)
    of investments .......................       (164,820)          95,179           104,049
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (155,887)         112,724           115,476
                                              ----------------------------------------------

NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $     4,721      $   276,483       $   290,273
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 13.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW JERSEY TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                      Years Ended September 30,
                                                  1999            1998            1997
                                                  ----            ----            ----
<S>                                           <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   160,608      $   163,759       $   174,797
  Realized gain on
    securities sold or redeemed ..........          8,933           17,545            11,427
  Unrealized appreciation (depreciation)
    of investments .......................       (164,820)          95,179           104,049
                                              ----------------------------------------------
  Net increase in net assets
    resulting from operations ............          4,721          276,483           290,273
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (160,683)        (163,759)         (174,920)
  Principal ..............................         (2,559)         (12,232)           (8,956)
                                              ----------------------------------------------
  Total distributions ....................       (163,242)        (175,991)         (183,876)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............           (718)          (1,758)           (1,396)
  Redemption amounts - principal .........        (59,496)        (151,240)         (116,867)
                                              ----------------------------------------------
  Total share transactions ...............        (60,214)        (152,998)         (118,263)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............       (218,735)         (52,506)          (11,866)

NET ASSETS AT BEGINNING OF YEAR ..........      3,099,659        3,152,165         3,164,031
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,880,924      $ 3,099,659       $ 3,152,165
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     57.61      $     57.59       $     57.90
                                              ==============================================
  Principal distributions during
    year .................................    $      0.91      $      4.25       $      2.92
                                              ==============================================
  Net asset value at end of
    year .................................    $  1,044.95      $  1,102.30       $  1,067.54
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................             55              141               114
  Outstanding at end of year .............          2,757            2,812             2,953
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 14.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW JERSEY TRUST),
DEFINED ASSET FUNDS

    NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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


    3.    NET CAPITAL

<TABLE>
<S>                                                                 <C>
     Cost of 2,757 units at Date of Deposit .....................   $ 2,685,770
     Less sales charge ..........................................       120,867
                                                                     -----------
     Net amount applicable to Holders ...........................     2,564,903
     Redemptions of units - net cost of 493 units redeemed
       less redemption amounts (principal).......................       (53,449)
     Realized gain on securities sold or redeemed ...............        50,343
     Principal distributions ....................................       (27,811)
     Unrealized appreciation of investments......................       311,883
                                                                     -----------

     Net capital applicable to Holders ..........................   $ 2,845,869
                                                                     ===========
</TABLE>

    4.    INCOME TAXES

          As of September 30, 1999, unrealized appreciation of investments,
          based on cost for Federal income tax purposes, aggregated $311,883,
          all of which related to appreciated securities. The cost of investment
          securities for Federal income tax purposes was $2,528,843 at September
          30, 1999.


                                    D - 15.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW JERSEY TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1999

<TABLE>
<CAPTION>

                                             Rating of                                          Optional
     Portfolio No. and Title of               Issues       Face                                 Redemption
            Securities                        (1) (4)      Amount     Coupon     Maturities(3)  Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Lacey Mun. Utils. Auth. (Ocean Cnty.,     AAA      $   445,000    6.250  %     2024(5)      12/01/04   $   427,512 $   487,858
     NJ), Water Rev. Bonds (Ser. 1994)                                                           @ 102.000
     (MBIA Ins.)

  2  New Jersey Econ. Dev. Auth., Gas          AAA          450,000    6.350        2022         10/01/04       438,503     478,742
     Facilities Rfdg. Rev. Bonds (NUI Corp.                                                      @ 102.000
     Proj.), 1994 Ser. A(AMBAC Ins.)

  3  New Jersey Educl. Fac. Auth. Rev.         AAA          235,000    6.000        2024         07/01/04       218,153     240,732
     Bonds, New Jersey Institute of                                                              @ 102.000
     Technology  Issue, Ser. 1994 A (MBIA
     Ins.)

  4  New Jersey Educl. Facilities Auth.,       AAA          430,000    6.125        2022(5)      07/01/02       409,364     458,247
     Rev. Bonds, Jersey City State College                                                       @ 102.000
     Iss., Ser. 1992 D (MBIA Ins.)

  5  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          455,000    6.250        2024(5)      07/01/04       434,329     495,445
     Rev. Bonds, Monmouth Med. Ctr. Issue.,                                                      @ 102.000
     Ser. C (FSAM Ins.)

  6  New Jersey Hlth. Care Fac. Fin. Auth.,    AAA          500,000    5.200        2024         07/01/04       403,840     460,670
     Rev. Bonds, Somerset Med. Ctr. Issue,                                                       @ 102.000
     Ser. A (Financial Guaranty Ins.)

  7  The Poll. Ctl. Fin. Auth. of Salem        AAA          210,000    6.250        2031         06/01/04       197,142     219,032
     Cnty., NJ, Poll. Ctl. Rev. Rfdg. Bonds                                                      @ 102.000
     (Pub. Svc. Elec. & Gas Co. Proj.),
     1994 Ser. B (MBIA Ins.)
                                                          ---------                                           ---------   ---------
                                                        $ 2,725,000                                         $ 2,528,843 $ 2,840,726
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on Page D - 22.


                                    D - 16.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of September 30, 1999

<TABLE>
<S>                                                 <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,469,005)(Note 1) .........                   $   2,814,523
  Accrued interest................................                          52,786
  Cash - principal ...............................                           2,839
                                                                     -------------
    Total trust property .........................                       2,870,148


LESS LIABILITIES:
  Income advance from Trustee.....................  $      14,847
  Accrued Sponsors' fees .........................            994           15,841
                                                    -------------    -------------


NET ASSETS, REPRESENTED BY:
  2,710 units of fractional undivided
     interest outstanding (Note 3) ...............      2,817,362

  Undistributed net investment income ............         36,945    $   2,854,307
                                                    -------------    =============

UNIT VALUE ($ 2,854,307 / 2,710 units)............                   $    1,053.25
                                                                     =============
</TABLE>

                       See Notes to Financial Statements.


                                    D - 17.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                        Years Ended September 30,
                                                   1999            1998            1997
                                                   ----            ----            ----
<S>                                           <C>              <C>               <C>
INVESTMENT INCOME:

  Interest income ........................    $   165,907      $   173,893       $   188,081
  Trustee's fees and expenses ............         (4,644)          (5,069)           (5,509)
  Sponsors' fees .........................         (1,324)          (1,349)           (1,448)
                                              ----------------------------------------------
  Net investment income ..................        159,939          167,475           181,124
                                              ----------------------------------------------


REALIZED OR UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........         12,020           25,888            28,616
  Unrealized appreciation (depreciation)
    of investments .......................       (124,520)          58,161            90,757
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (112,500)          84,049           119,373
                                              ----------------------------------------------

NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $    47,439      $   251,524       $   300,497
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 18.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                           Years Ended September 30,
                                                     1999            1998            1997
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   159,939      $   167,475       $   181,124
  Realized gain on
    securities sold or redeemed ..........         12,020           25,888            28,616
  Unrealized appreciation (depreciation)
    of investments .......................       (124,520)          58,161            90,757
                                              ----------------------------------------------
  Net increase in net assets
    resulting from operations ............         47,439          251,524           300,497
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (160,050)        (167,426)         (181,552)
  Principal ..............................        (11,672)          (8,035)
                                              ----------------------------------------------
  Total distributions ....................       (171,722)        (175,461)         (181,552)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (1,170)          (2,313)           (3,477)
  Redemption amounts - principal .........        (95,635)        (178,217)         (294,164)
                                              ----------------------------------------------
  Total share transactions ...............        (96,805)        (180,530)         (297,641)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............       (221,088)        (104,467)         (178,696)

NET ASSETS AT BEGINNING OF YEAR ..........      3,075,395        3,179,862         3,358,558
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,854,307      $ 3,075,395       $ 3,179,862
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     58.01      $     58.12       $     58.37
                                              ==============================================
  Principal distributions during
    year .................................    $      4.17      $      2.71
                                              ===================================
  Net asset value at end of
    year .................................    $  1,053.25      $  1,098.75       $  1,072.47
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................             89              166               285
  Outstanding at end of year .............          2,710            2,799             2,965
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 19.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW YORK TRUST),
DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.    NET CAPITAL

<TABLE>
<S>                                                                <C>
     Cost of 2,710 units at Date of Deposit .....................  $ 2,613,325
     Less sales charge ..........................................      117,587
                                                                    -----------
     Net amount applicable to Holders ...........................    2,495,738
     Redemptions of units - net cost of 540 units redeemed
       less redemption amounts (principal).......................      (70,711)
     Realized gain on securities sold or redeemed ...............       66,524
     Principal distributions ....................................      (19,707)
     Unrealized appreciation of investments......................      345,518
                                                                    -----------

     Net capital applicable to Holders ..........................  $ 2,817,362
                                                                    ===========
</TABLE>

    4.    INCOME TAXES

          As of September 30, 1999, unrealized appreciation of investments,
          based on cost for Federal income tax purposes, aggregated $345,518,
          all of which related to appreciated securities. The cost of investment
          securities for Federal income tax purposes was $2,469,005 at September
          30, 1999.


                                    D - 20.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (NEW YORK TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of September 30, 1999

<TABLE>
<CAPTION>
                                             Rating of                                         Optional
     Portfolio No. and Title of               Issues      Face                                 Redemption
            Securities                        (1) (4)     Amount      Coupon     Maturities(3) Provisions(3)    Cost      Value(2)
            ----------                       ---------  ----------- -----------   -----------   ------------  ----------  ---------
<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Dorm. Auth. of the State of New York,     BBB+     $   385,000    6.300  %     2024(5)      07/01/04   $   370,000 $   420,035
     City Univ. Sys. Consol. Third Gen.                                                          @ 102.000
     Resolution Rev. Bonds, 1994 Ser. I
     (AMBAC Ins.)(6)

  2  Metropolitan Trans. Auth., NY, Transit    AAA          235,000    6.375        2020(5)      07/01/04       227,064     257,027
     Fac. Rev. Bonds, Ser. 1994 O (MBIA Ins.)                                                    @ 101.500

  3  New York City Hsg. Dev. Corp., NY,        AAA          450,000    5.850        2025         05/01/03       397,908     450,396
     Multi-Fam. Hsg., Ser. 1993 A (AMBAC Ins.)                                                   @ 102.000

  4  New York State Energy Research and Dev.   AAA          460,000    6.050        2034         04/01/04       418,664     464,917
     Auth., Poll. Ctl. Rfdg. Rev. Bonds                                                          @ 102.000
     (New York State Elec. and Gas Corp.
     Proj.), Ser. 1994  A (MBIA Ins.)

  5  New York State Energy Research and Dev.   AAA          475,000    6.350        2032         05/15/02       455,383     500,104
     Auth., Poll. Ctl. Rfdg. Rev. Bonds,                                                         @ 102.000
     Ser. 1992 A (Rochester Gas and Elec.
     Corp. Proj.) (MBIA Ins.)

  6  New York State Med. Care Fac. Fin.        AAA          415,000    5.800        2022(5)      02/15/03       365,764     440,381
     Agy., Mental Hlth. Services Fac. Imp.                                                       @ 102.000
     Rev. Bonds, 1993 Ser. A (AMBAC Ins.)

  7  New York State Med. Care Fac. Fin.        AAA           25,000    5.800        2022         02/15/03        22,034      24,873
     Agy., Mental Hlth. Services Fac. Imp.                                                       @ 102.000
     Rev. Bonds, 1993 Ser. A (AMBAC Ins.)

  8  New York State Thruway Auth., Gen. Rev.   AAA          250,000    5.500        2023(5)      01/01/02       212,188     256,790
     Bonds, 1992 Ser. A                                                                          @ 100.000
     (Financial Guaranty Ins.)
                                                          ---------                                           ---------   ---------
                                                        $ 2,695,000                                         $ 2,469,005 $ 2,814,523
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on Page D - 22.


                                    D - 21.
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 74 (CALIFORNIA (INTERMEDIATE MATURITIES),
CALIFORNIA, NEW JERSEY AND NEW YORK TRUSTS)

NOTES TO PORTFOLIOS
As of September 30, 1999

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

(2)   See Notes to Financial Statements.

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

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

(5)   Bonds with an aggregate face amount of $ 85,000 of the California
      (Intermediate Maturities) Trust, $ 1,075,000 of the California Trust, $
      1,330,000 of the New Jersey Trust, and $ 1,285,000 of the New York Trust
      have been pre-refunded and are expected to be called for redemption on the
      optional redemption provision dates shown.

(6)   Insured by the indicated insurance company.


                                    D - 22.

<PAGE>
              Defined
- -SM-        Asset Funds
<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--74
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         33-55467) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED

                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                    15002--12/99
</TABLE>
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

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

    The facing sheet of Form S-6.

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

    The Prospectus.

    The Signatures.

The following exhibits:

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

    4.1 --Consent of the Evaluator.

    5.1 --Consent of independent accountants.

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

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--74
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--74, 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 1ST DAY OF
DECEMBER, 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

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

     GEORGE A. SCHIEREN
     JOHN L. STEFFENS

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

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

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

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

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

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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

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

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

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

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

     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



                                                                     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

                                                      December 1, 1999

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

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

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

RE: MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES--74, DEFINED ASSET FUNDS

Gentlemen:

  We have examined the post-effective Amendment to the Registration Statement
File No. 33-55467 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

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

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

                                                      Sincerely,
                                                      FRANK A. CICCOTTO
                                                      Vice President



                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--74 (California Intermediate,
California, New Jersey and New York Insured Trusts), Defined Asset Funds

We consent to the use in this Post-Effective Amendment No. 5 to Registration
Statement No. 33-55467 of our opinion dated November 8, 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.
December 1, 1999



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