CORPORATE INCOME FD INTERM TERM SER 51 DEFINED ASSET FDS, 487, 1994-12-07

CORPORATE INCOME FD INTERM TERM SER 51 DEFINED ASSET FDS
487, 1994-12-07

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1994

REGISTRATION NO. 33-55101

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

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AMENDMENT NO. 1
TO
FORM S-6
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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:

CORPORATE INCOME FUND
INTERMEDIATE TERM SERIES-51
DEFINED ASSET FUNDS
(A UNIT INVESTMENT TRUST)

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

<TABLE>
<S> <C> <C>
MERRILL LYNCH, PIERCE, FENNER & SMITH BARNEY INC.
SMITH INCORPORATED 388 GREENWICH STREET
UNIT INVESTMENT TRUSTS DIVISION 23RD FLOOR
P.O. BOX 9051 NEW YORK, N.Y. 10013
PRINCETON, N.J. 08543-9051
PAINEWEBBER INCORPORATED PRUDENTIAL SECURITIES INCORPORATED DEAN WITTER REYNOLDS INC.
1285 AVENUE OF THE AMERICAS ONE SEAPORT PLAZA TWO WORLD TRADE CENTER--
NEW YORK, N.Y. 10019 199 WATER STREET 59TH FLOOR
NEW YORK, N.Y. 10292 NEW YORK, N.Y. 10048
</TABLE>

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

<TABLE>
<S> <C> <C>
TERESA KONCICK, ESQ. ROBERT E. HOLLEY LEE B. SPENCER, JR.
P.O. BOX 9051 1200 HARBOR BLVD. ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051 WEEHAWKEN, N.J. 07087 199 WATER STREET
NEW YORK, N.Y. 10292
COPIES TO:
THOMAS D. HARMAN, ESQ. DOUGLAS LOWE, ESQ. PIERRE DE SAINT PHALLE,
388 GREENWICH STREET 130 LIBERTY STREET-29TH FLOOR ESQ.
NEW YORK, N.Y. 10013 NEW YORK, N.Y. 10006 450 LEXINGTON AVENUE
NEW YORK, N.Y. 10017
</TABLE>

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:
An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2
promulgated under the Investment Company Act of 1940, as amended.

F. PROPOSED MAXIMUM OFFERING PRICE TO THE PUBLIC OF THE SECURITIES BEING
REGISTERED:
Indefinite

G. AMOUNT OF FILING FEE: $500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC
As soon as practicable after the effective date of the registration statement.

/ x /Check box if it is proposed that this filing will become effective at 9:30
a.m. on December 7, 1994 pursuant to Rule 487.

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<PAGE>
<PAGE>
Defined
Asset FundsSM

<TABLE>
<S> <C>
Corporate This Defined Fund is a portfolio of preselected
Income Fund securities formed for the purpose of providing a high
level of current
income through investment in a fixed portfolio consisting
of
- -------------------- intermediate term debt obligations of corporations issued
after July 18, 1984. This income is taxable to U.S.
Holders but in the
INTERMEDIATE TERM opinion of counsel will generally be exempt from U.S.
SERIES -- 51 Federal income taxes, including withholding taxes, for
A UNIT INVESTMENT many foreign Holders. The value of Units of the Fund will
TRUST fluctuate with the value of the Portfolio of underlying
Securities.
The Estimated Current Return and Estimated Long Term
Return
/ /MONTHLY INCOME figures shown give different information about the return
to
/ /INVESTMENT GRADE investors. Estimated Current Return on a Unit shows a net
/ /PROFESSIONAL annual current cash return based on the initial Public
SELECTION Offering Price and the maximum applicable sales charge
and is computed by multiplying the estimated net annual
interest rate per Unit by $1,000 and dividing the result
by the Public Offering Price per Unit (including the
sales charge but not including accrued
7.84% interest).
ESTIMATED CURRENT
RETURN
AS OF DECEMBER 6, Estimated Long Term Return shows a net annual long-term
1994 return to investors holding to maturity based on the
yield on the individual bonds in the Portfolio, weighted
to reflect the time to maturity (or in certain cases to
an earlier call date) and market value of each bond in
the Portfolio, adjusted to reflect the
8.10% Public Offering Price (including the sales charge) and
ESTIMATED LONG TERM estimated expenses. Unlike Estimated Current Return,
RETURN Estimated Long
AS OF DECEMBER 6, Term Return takes into account maturities of the
1994 underlying Securities and discounts and premiums.
Distributions of income on Units are generally subject to
certain delays; if the Estimated Long Term Return figures
shown took these delays into account, it would be lower.
Both Estimated Current Return and
TAX-EXEMPT TO Estimated Long Term Return are subject to fluctuations
FOREIGN with changes in Portfolio composition (including the
HOLDERS WHEN CERTAIN redemption, sale or other disposition of Securities in
CONDITIONS ARE MET the Portfolio), changes in the market value of the
underlying Securities and changes
in fees and expenses. Estimated cash flows for the Fund
are available from the Sponsors upon request at no
charge.
Minimum purchase: 1 Unit.
</TABLE>

<TABLE>
<S> <C>
Merrill Lynch, THESE SECURITIES HAVE NOT BEEN APPROVED OR
Pierce, Fenner & DISAPPROVED BY THE SECURITIES AND EXCHANGE
Smith Incorporated COMMISSION OR ANY STATE SECURITIES COMMISSION
Smith Barney Inc. NOR HAS THE COMMISSION OR ANY STATE SECURITIES
PaineWebber COMMISSION PASSED UPON THE ACCURACY OR ADE-
Incorporated QUACY OF THIS PROSPECTUS. ANY REPRESENTATION
Prudential TO THE CONTRARY IS A CRIMINAL OFFENSE.
Securities Inquiries should be directed to the Trustee at
Incorporated 1-800-323-1508.
Dean Witter Reynolds Prospectus dated December 7, 1994
Inc. Read and retain this Prospectus for future reference
</TABLE>

<PAGE>
<PAGE>
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $90 billion sponsored since 1970. Each Defined Fund is a
portfolio of preselected securities. The portfolio is divided into 'units'
representing equal shares of the underlying assets. Each unit receives an equal
share of income and principal distributions.

With Defined Asset Funds you know in advance what you are investing in and that
changes in the portfolio are limited. Most defined bond funds pay interest
monthly and repay principal as bonds are called, redeemed, sold or as they
mature. Defined equity funds offer preselected stock portfolios with defined
termination dates.

Your financial advisor can help you select a Defined Fund to meet your personal
investment objectives. Our size and market presence enable us to offer a wide
variety of investments. Defined Funds are available in the following types of
securities: municipal bonds, corporate bonds, government bonds, utility stocks,
growth stocks, even international securities denominated in foreign currencies.

Termination dates are as short as one year or as long as 30 years. Special funds
are available for investors seeking extra advantages: insured funds, double and
triple tax-free funds, and funds with 'laddered maturities' to help protect
against changing interest rates. Defined Funds are offered by prospectus only.

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Contents

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<S> <C>
Investment Summary................................... A-3
Underwriting Account................................. A-5
Fee Table............................................ A-6
Report of Independent Accountants.................... A-7
Statement of Condition............................... A-7
Portfolio............................................ A-8
Description of Fund Investments...................... 1
Risk Factors......................................... 2
How To Buy........................................... 11
How To Sell.......................................... 12
Income and Distributions............................. 14
Exchange Option...................................... 16
Taxes................................................ 16
Administration of the Fund........................... 18
Trust Indenture...................................... 18
Miscellaneous........................................ 19
Appendix A........................................... a-1
Appendix B........................................... b-1
Appendix C........................................... c-1
</TABLE>

A-2
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<PAGE>

INVESTMENT SUMMARY AS OF DECEMBER 6, 1994 (THE BUSINESS DAY PRIOR TO THE INITIAL
DATE OF DEPOSIT)( a )

<TABLE>
<S> <C>
ESTIMATED CURRENT RETURN( b )
(based on Public Offering Price) 7.84%
ESTIMATED LONG TERM RETURN( b )
(based on Public Offering Price) 8.10%
PUBLIC OFFERING PRICE PER UNIT
(including 4.00% sales charge) $ 986.66( c )
FACE AMOUNT OF SECURITIES-- $ 8,000,000
INITIAL NUMBER OF UNITS( d )-- 8,000
SPONSORS' REPURCHASE PRICE AND
REDEMPTION PRICE PER UNIT( e )
(based on bid side evaluation) $ 942.19( c )
FRACTIONAL UNDIVIDED INTEREST IN
FUND REPRESENTED BY EACH UNIT-- 1/8,000TH
CALCULATION OF PUBLIC OFFERING
PRICE
Aggregate offer side evaluation
of Securities in Fund........ $ 7,577,500.00
---------------
Divided by 8,000 Units.......... $ 947.19
Plus sales charge of 4.00% of
Public Offering Price (4.167%
of net amount invested in
Securities)( f )............. 39.47
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Public Offering Price per
Unit......................... 986.66
Plus accrued interest( g )...... 1.50
---------------
Total........................ $ 988.16
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</TABLE>

<TABLE>
<S> <C>
CALCULATION OF ESTIMATED NET
ANNUAL INTEREST RATE PER UNIT
(based on face amount of $1,000 per
Unit)
Annual interest rate per Unit........ 7.901%
Less estimated annual expenses per
Unit ($1.61) expressed as a
percentage( h )................... .161%
----------
Estimated net annual interest rate
per Unit.......................... 7.740%
----------
----------
DAILY RATE AT WHICH ESTIMATED NET
INTEREST
ACCRUES PER UNIT--...................... .0215%
</TABLE>

<TABLE>
<S> <C> <C>
PREMIUM AND DISCOUNT ISSUES IN PORTFOLIO
Face amount of Securities
with offer side evaluation: above par-- 13%
at a discount from
par-- 87%
</TABLE>

<TABLE>
<S> <C>
MONTHLY INCOME DISTRIBUTIONS
First distribution to be paid on the
25th day of March, 1995 to
Holders of record on the 10th day
of March, 1995................... $ 5.10
Calculation of second and following
distributions, to be paid on the
25th day of each month:
Estimated net annual interest rate
per Unit times $1,000............ $ 77.40
Divided by 12.................... $ 6.45
REDEMPTION PRICE PER UNIT LESS THAN:
Public Offering Price by......... $ 44.47
Sponsors' Initial Repurchase
Price by......................... $ 5.00
RECORD DAY--The 10th day of each month
DISTRIBUTION DAY--The 25th day of each month
MINIMUM CAPITAL DISTRIBUTION--No distribution need be
made from Capital Account if balance is less
than $5.00 per Unit.
SPONSORS' PROFIT ON DEPOSIT............ $ 23,510.00
TRUSTEE'S ANNUAL FEE AND EXPENSES( i )
$1.61 per Unit (see Income and
Distributions--Fund Expenses)
PORTFOLIO SUPERVISION FEE( j )
Maximum of $0.35 per $1,000 face amount of
underlying Debt Obligations (see Income and
Distributions--Fund Expenses)
EVALUATOR'S FEE FOR EACH EVALUATION
Minimum of $14.00 (see Income and
Distributions--Fund Expenses)
EVALUATION TIME
3:30 P.M. New York Time
MANDATORY TERMINATION DATE
Trust must be terminated no later than one year
after the maturity date of the last maturing
Debt Obligation listed under Portfolio (see
Portfolio).
MINIMUM VALUE OF FUND
Trust may be terminated if value of Securities
is less than 40% of the face amount of the
Securities on their dates of deposit.
</TABLE>

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(a) The Indenture was signed and the initial deposit was made on the
date of this Prospectus.
(b) Estimated Current Return represents annual interest income after
estimated annual expenses divided by the maximum public offering price including
a 4.00% maximum sales charge. Estimated Long Term return is the net annual
percentage return based on the yield on each underlying Debt Obligation weighted
to reflect market value and time to maturity or earlier call date. Estimated
Long Term return is adjusted for estimated expenses and the maximum offering
price but not for delays in the Fund's distribution of income. Estimated Current
Return shows current annual cash return to investors while Estimated Long Term
Return shows the return on Units held to maturity, reflecting maturities,
discounts and premiums on underlying Debt Obligations. Each figure will vary
with purchase price including sales charge, changes in net interest income and
the redemption, sale or other disposition of Debt Obligations in the Portfolio.
(c) Plus accrued interest.
(d) The Sponsors may create additional Units during the offering period
of the Fund.
(e) During the initial offering period, the Fund's Sponsors intend to
offer to purchase Units at prices based on the offer side value of the
underlying Securities. Thereafter, the Sponsors intend to maintain such a market
based on the bid side value of the underlying Securities which will be equal to
the Redemption Price. (See How To Sell.)
( f ) The sales charge during the initial offering period and in the
secondary market will be reduced on a graduated scale in the case of quantity
purchases (see Public Sale of Units--Public Offering Price). The resulting
reduction in the Public Offering Price will increase the effective current and
long term returns on a Unit.
(g) Figure shown represents interest accrued on underlying Securities
from the Initial Date of Deposit to expected date of settlement (normally five
business days after purchase) for Units purchased on the Initial Date of Deposit
(see Income and Distributions--Returns).
(h) Assumes the Fund will reach a size estimated by the Sponsors;
expenses will vary with the size of the Fund.
(i) Of this amount the Trustee receives annually $0.70 per $1,000 face
amount of securities for its services as Trustee, subject to reduction as the
size of the Fund increases. The Trustee's Annual Fee and Expenses also includes
the Portfolio Supervision Fee and Evaluator's Fee set forth herein.
( j ) In addition to this amount the Sponsors may be reimbursed for
bookkeeping or other administrative expenses not exceeding their actual costs,
currently at a maximum annual rate of $0.10 per Unit.

A-3
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<PAGE>

INVESTMENT SUMMARY AS OF DECEMBER 6, 1994 (CONTINUED)

OBJECTIVE OF THE FUND--To provide a high level of current income through
investment in a fixed portfolio consisting of intermediate-term debt obligations
of corporations issued after July 18, 1984. This income is taxable to U.S.
Holders but in the opinion of counsel is exempt from U.S. Federal income taxes,
including withholding taxes, for many foreign Holders. There is no assurance
that this objective will be met because it is subject to the continuing ability
of issuers of the Debt Obligations held by the Fund to meet their principal and
interest requirements. Furthermore, the market value of the underlying Debt
Obligations, and therefore the value of the Units, will fluctuate with changes
in interest rates, changes in the credit quality of the Debt Obligations and
other factors.

PORTFOLIO AT A GLANCE--

DIVERSIFICATION--The Portfolio contains obligations of 11 issuers
representing financial institutions and other corporations. Because of possible
maturity, sale or other disposition of Securities, the size, composition and
return of the Portfolio may change at any time.

INVESTMENT QUALITY--All 11 issues are rated investment grade. Standard &
Poor's rated 2 issues AA and 9 issues A. Moody's rated 1 issue Aa, 9 issues A
and 1 issue Baa. Fitch rated 6 issues A. (See Appendix A.)

INTERMEDIATE-TERM MATURITIES--The issues have maturity dates ranging from
2004 to 2009.

CALL PROTECTION--Issuers are usually able to redeem bonds under optional
refunding and sinking fund provisions. Optional refunding redemptions, which may
redeem all or part of an issue, are in most cases initially at a premium, and
then in subsequent years at declining prices, but typically not below par value.
However, none of the bonds in this Portfolio is subject to optional refunding
redemption prior to maturity. Bonds may also provide for redemption at par prior
or in addition to any optional or mandatory redemption dates or maturity, for
example, through operation of a maintenance and replacement fund, if proceeds
are not able to be used as contemplated, the project is condemned or sold, the
project is destroyed and insurance proceeds are used to redeem the bonds, in the
event of certain tax events or in other special circumstances.

DEBT OBLIGATIONS--100% of the aggregate face amount of the Debt Obligations
is unsecured. The 11 issues were issued by 11 different issuers representing the
following industry groups: 8 financial institutions, 1 natural resources
company, 1 automobile manufacturer and 1 retail company. (See Risk Factors for a
brief summary of certain investment risks pertaining to the obligations held by
the Fund.) None of the Debt Obligations was issued at an original issue
discount. The Sponsors may deposit additional Securities in the Fund (where
additional Units are to be offered to the public) subsequent to the Initial Date
of Deposit (see Description of Fund Investments--Portfolio Selection).*

RISK FACTORS--Investment in the Fund should be made with an understanding
that the value of the underlying Portfolio may decline with increases in
interest rates. In recent years, there have been wide fluctuations in interest
rates and thus in the value of fixed-rate, intermediate term debt obligations
generally. The Sponsors cannot predict whether these fluctuations will continue
in the future. In addition, approximately 75% of the aggregate face amount of
the Portfolio consists of Debt Obligations of financial institutions*. (See Risk
Factors.) The Portfolio consists primarily of publicly held Securities which, in
many cases, do not have the benefit of covenants which would prevent the issuer
from engaging in capital restructurings or borrowing transactions in connection
with corporate acquisitions, leveraged buy outs or restructurings which could
have the effect of reducing the ability of the issuer to meet its debt
obligations and might result in the ratings of the Securities and the value of
the underlying Portfolio being reduced. (See Risk Factors for a brief summary of
certain investment risks pertaining to the obligations held by the Fund.)

The Securities are generally not listed on a national securities exchange.
Whether or not the Securities are listed, the principal trading market for the
Securities will generally be in the over-the-counter market. As a result, the
existence of a liquid trading market for the Securities may depend on whether
dealers will make a market in the Securities. There can be no assurance that a
market will be made for any of the Securities, that any market for the
Securities will be maintained or of the liquidity of the Securities in any
markets made. In addition, the Fund may be restricted under the Investment
Company Act of 1940 from selling Securities to any Sponsor. The price at which
the Securities may be sold to meet redemptions and the value of the Fund will be
adversely affected if trading markets for the Securities are limited or absent.

MONTHLY DISTRIBUTIONS--Monthly distributions of interest and any principal
or premium received by the Fund will be made in cash on or shortly after the
25th day of each month to Holders of record on the 10th day of such month
commencing with the first distribution on the date indicated on page A-3 (see
Income and Distributions). Alternatively, Holders may elect to have their
monthly distributions reinvested in the Corporate Fund Accumulation Program,
Inc. It should be noted, however, that distributions to foreign Holders from the
program will be subject to U.S. Federal income taxes, including withholding
taxes. Further information about the program, including a current prospectus,
may be obtained by returning the enclosed form.

TAXATION--In the opinion of special counsel to the Sponsors, each Holder
will be considered to have received the interest on his pro rata portion of each
Debt Obligation when interest on the Debt Obligations is received by the Fund.
This interest is taxable for U.S. Holders but, in the opinion of counsel, will
generally be exempt from U.S. Federal income taxes, including withholding taxes,
for many foreign Holders. (See Taxes.)

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* A Fund is considered to be 'concentrated' in a particular category when the
Debt Obligations in that category constitute 25% or more of the aggregate face
amount of the Portfolio.

A-4
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<PAGE>
Defined
Asset Funds

Defined
Corporate
Income
Funds
Investor's Guide
Our defined portfolios of corporate bonds offer investors
a simple and convenient way to earn monthly income. And
by purchasing corporate Defined Funds, investors not only
avoid the problem of selecting corporate bonds by
themselves, but also gain the advantage of
diversification by investing in bonds of several
different issuers.
Corporate
Income Fund Monthly Income
Even though the securities in the portfolio pay interest
semi-annually or annually, the Fund will make monthly
distributions of net interest income.
Reinvestment Option
- -------------------- You can elect to automatically reinvest your
distributions into a separate portfolio of corporate
bonds. Reinvesting helps to
INTERMEDIATE TERM compound your income and keeps your capital continuously
SERIES working for you.
Investment Grade Quality
Each bond in the Fund has been selected by investment
professionals among available investment grade bonds or
those, in the opinion of Defined Asset Funds research
analysts, having comparable credit characteristics. Risk
is further reduced by purchasing bonds of a number of
different issuers and types.
Professional Selection and Supervision
Each bond in the Fund has been selected by experienced
buyers and market analysts. Spreading your investment
among different securities and issuers reduces your risk,
but does not eliminate it. The Fund is not actively
managed. However, the portfolio is regularly reviewed and
a security can be sold if retaining it could be
detrimental to investors' interests.
A Liquid Investment
Although not legally required to do so, the Sponsors have
maintained a secondary market for Defined Asset Funds for
over 20 years. You can cash in your units at any time.
Your price is based on the market value of the Fund's
securities at that time as determined by an independent
evaluator. Or, you can exchange your investment for
another Defined Fund at a reduced sales charge. There is
never a fee for cashing in your investment.
Principal Distributions
Principal from sales, redemptions and maturities of bonds
in the Fund is distributed to investors periodically.
Risk Factors
Unit price fluctuates and is affected by interest rates
as well as the financial condition of the issuers of the
bonds.

This page may not be distributed unless included in a current prospectus.
Investors should refer to the prospectus for further information.
<PAGE>
<PAGE>

INVESTMENT SUMMARY AS OF DECEMBER 6, 1994 (CONTINUED)

PUBLIC OFFERING PRICE--During the initial offering period the Public
Offering Price of the Units is based on the aggregate offer side evaluation of
the underlying Securities (the price at which they could be directly purchased
by the public assuming they were available), divided by the number of Units
outstanding, plus a sales charge of 4.167%* of such offer side evaluation per
Unit (the net amount invested); this results in a sales charge of 4.00%* of the
Public Offering Price. The secondary market Public Offering Price is based on
the bid side evaluation of the underlying Securities, plus a sales charge of
4.987%* of the bid side evaluation per Unit; this results in a sales charge of
4.75%* of the secondary market Public Offering Price. Units are offered at the
Public Offering Price computed as of the Evaluation Time for all sales made
subsequent to the previous evaluation, plus cash per Unit in the Capital Account
not allocated to the purchase of specific Securities and net interest accrued.
The Public Offering Price on the Initial Date of Deposit, and on subsequent
dates, will vary from the Public Offering Price set forth on page A-3. (See How
To Buy; How to Sell.)

ESTIMATED CURRENT RETURN; ESTIMATED LONG TERM RETURN--Estimated Current
Return on a Unit shows the return based on the Public Offering Price and the
maximum applicable sales charge of 4.00%* and is computed by multiplying the
estimated net annual interest rate per Unit (which shows the return per Unit
based on $1,000 face amount) by $1,000 and dividing the result by the Public
Offering Price per Unit (not including accrued interest). Estimated Long Term
Return on a Unit of the Fund shows a net annual long-term return to investors
holding to maturity based on the yield on the individual Debt Obligations in the
Portfolio weighted to reflect the time to maturity (or in certain cases to an
earlier call date) and market value of each Debt Obligation in the Portfolio,
adjusted to reflect the Public Offering Price (including the maximum applicable
sales charge of 4.00%*) and estimated expenses. The net annual interest rate per
Unit and the net annual long-term return to investors will vary with changes in
the fees and expenses of the Trustee and Sponsors and the fees of the Evaluator
which are paid by the Fund, and with the exchange, redemption, sale, prepayment
or maturity of the underlying Securities; the Public Offering Price will vary
with any reduction in sales charges paid in the case of quantity purchases, as
well as with fluctuations in the offer side evaluation of the underlying
Securities. Therefore, it can be expected that the Estimated Current Return and
Estimated Long Term Return will fluctuate in the future. (See Income and
Distributions--Returns.)

MARKET FOR UNITS--The Sponsors, though not obligated to do so, intend to
maintain a secondary market for Units based on the aggregate bid side evaluation
of the underlying Securities. If such market is not maintained, a Holder will be
able to dispose of his Units through redemption at prices also based on the
aggregate bid side evaluation of the underlying Securities. There is no fee for
selling Units. Market conditions may cause the prices available in the market
maintained by the Sponsors or available upon exercise of redemption rights to be
more or less than the total amount paid for Units plus accrued interest. (See
How To Buy; How To Sell.)

UNDERWRITING--None of the Sponsors has participated as sole underwriter,
managing underwriter or member of an underwriting syndicate from which the
Securities in the Portfolio were acquired.

REPLACEMENT SECURITIES--The Indenture permits the deposit of Replacement
Securities not previously deposited in the Fund under certain circumstances
described under Administration of the Fund--Portfolio Supervision. The
Securities on the current list from which these Securities are to be selected
are:

New York Telephone Company, Debentures, 6.500% due 3/1/05
First Union Corporation, Subordinated Notes, 6.625% due 7/15/05

UNDERWRITING ACCOUNT

The names and addresses of the Underwriters and their several interests in
the Underwriting Account are:

<TABLE>
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith Incorporated P.O. Box 9051, Princeton, N.J. 08543-9051 80.00%
Smith Barney Inc. 388 Greenwich Street--23rd Floor, 3.75%
New York, N.Y. 10013
PaineWebber Incorporated 1285 Avenue of the Americas, New York, N.Y. 10019 3.13%
Prudential Securities Incorporated One Seaport Plaza--199 Water Street, 6.25%
New York, N.Y. 10292
Dean Witter Reynolds Inc. Two World Trade Center--59th Floor, 6.25%
New York, N.Y. 10048
Gruntal & Co. Incorporated 14 Wall Street, New York, N.Y. 10001 .62%
------
100.00%
------
------
</TABLE>

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* This sales charge during the initial offering period and in the secondary
market will be reduced on a graduated scale in the case of purchases of 250 or
more Units (see Appendix A).

A-5
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<PAGE>
CORPORATE INCOME FUND
INTERMEDIATE TERM SERIES
DEFINED ASSET FUNDS
I want to learn more about automatic reinvestment in the
Investment Accumulation Program. Please send me information
about participation in the Corporate Fund
Accumulation Program, Inc. and a current Prospectus.
My name (please print) _____________________________________
My address (please print):
Street and Apt. No. __________________________________
City, State, Zip Code ______________________________________
This page is a self-mailer. Please complete the information
above, cut along the dotted line, fold along the lines on
the reverse side, tape, and mail with the Trustee's address
displayed on the outside.
1 2 3 4 5 6 7 8
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<S> <C>
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
BUSINESS REPLY MAIL
FIRST CLASS PERMIT NO. 644 NEW YORK, NY
POSTAGE WILL BE PAID BY ADDRESSEE
THE CHASE MANHATTAN BANK, N.A.
UNIT TRUST DEPARTMENT
BOX 2051
NEW YORK, NY 10081
</TABLE>

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(Fold along this line.)

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(Fold along this line.)
<PAGE>
<PAGE>

INVESTMENT SUMMARY AS OF DECEMBER 6, 1994 (CONTINUED)

FEE TABLE

THIS FEE TABLE IS INTENDED TO ASSIST INVESTORS IN UNDERSTANDING THE COSTS
AND EXPENSES THAT AN INVESTOR IN THE FUND WILL BEAR DIRECTLY OR INDIRECTLY. SEE
HOW TO BUY; INCOME AND DISTRIBUTIONS--FUND EXPENSES. ALTHOUGH THE FUND IS A UNIT
INVESTMENT TRUST RATHER THAN A MUTUAL FUND, THIS INFORMATION IS PRESENTED TO
PERMIT A COMPARISON OF FEES.

<TABLE>
<S> <C>
UNITHOLDER TRANSACTION EXPENSES
Maximum Sales Charge Imposed on Purchases during the Initial Offering Period (as a percentage
of Public Offering Price).................................................................... 4.00%
Maximum Sales Charge Imposed on Purchases during the Secondary Offering Period (as a
percentage of Public Offering Price)......................................................... 4.75%
ESTIMATED ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS1)
Trustee's Fee................................................................................... .074%
Portfolio Supervision, Bookkeeping and Administrative Fees...................................... .047%
Other Operating Expenses........................................................................ .049%
------
Total............................................................................................. .170%
------
------
</TABLE>

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

1_Based on the mean of the bid and the offer side evaluations; this figure may
differ from that set forth as estimated annual expenses per unit expressed as a
percentage on page A-3.

<TABLE>
<S> <C> <C> <C> <C>
EXAMPLE CUMULATIVE EXPENSES PAID FOR PERIOD OF:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- ---------
An investor would pay the following expenses on a $1,000
investment, assuming the Fund's estimated operating expense
ratio of .170% and a 5% annual return on the investment
throughout the periods....................................... $42 $45 $49 $61
</TABLE>

____The Example assumes reinvestment of all distributions into additional Units
of the Fund (a reinvestment option different from that offered by this Fund--see
Income and Distributions--Investment Accumulation Program) and utilizes a 5%
annual rate of return as mandated by Securities and Exchange Commission
regulations applicable to mutual funds. In addition to the charges described
above, a Holder selling or redeeming his Units in the secondary market (before
the Fund terminates) will receive a price based on the then-current bid side
evaluation of the underlying securities. The difference between this bid side
evaluation and the offer side evaluation (the basis for the Public Offering
Price), as of the day before the Initial Date of Deposit, is $5.00 per Unit. Of
course, this difference may change over time. The Example should not be
considered a representation of past or future expenses or annual rate of return;
the actual expenses and annual rate of return may be more or less than those
assumed for purposes of the Example.

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Corporate Income Fund, Intermediate Term
Series_--_51, Defined Asset Funds:

We have audited the accompanying statement of condition, including the
portfolio, of Corporate Income Fund, Intermediate Term Series -- 51, Defined
Asset Funds as of December 7, 1994. This financial statement is the
responsibility of the Trustee. Our responsibility is to express an opinion on
this financial statement based on our audit.

We conducted our audit 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. The deposit on December
7, 1994 of an irrevocable letter or letters of credit for the purchase of
securities, as described in the statement of condition, was confirmed to us by
The Chase Manhattan Bank, N.A., 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Corporate Income Fund,
Intermediate Term Series -- 51, Defined Asset Funds at December 7, 1994 in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, N.Y.
December 7, 1994

CORPORATE INCOME FUND
INTERMEDIATE TERM SERIES_--_51
DEFINED ASSET FUNDS
STATEMENT OF CONDITION AS OF INITIAL DATE OF DEPOSIT, DECEMBER 7, 1994

<TABLE>
<S> <C> <C>
TRUST PROPERTY
Investment in Securities(1):
Contracts to purchase Securities.................... $ 7,577,500.00
Accrued interest to Initial Date of Deposit on underlying
Securities.................................................. 226,881.60
--------------
Total............................................ $ 7,804,381.60
--------------
--------------
LIABILITY AND INTEREST OF HOLDERS
Liability--Accrued interest to Initial Date of Deposit on
underlying Securities(2)................................. $ 226,881.60
Interest of Holders--
8,000 Units of fractional undivided interest outstanding:
Cost to investors(3)................................ $ 7,893,260.00
Gross underwriting commissions(4)................... (315,760.00)
--------------
Net amount applicable to investors............................ 7,577,500.00
--------------
Total............................................ $ 7,804,381.60
--------------
--------------
</TABLE>

- ------------
(1)_ Aggregate cost to the Fund of the Securities listed under Portfolio is
based on the offer side evaluation determined by the Evaluator at the
Evaluation Time on the business day prior to the Initial Date of Deposit as
set forth under How To Buy. See also the column headed Cost of Securities
to Fund under Portfolio. An irrevocable letter or letters of credit in the
amount of $7,791,407.01 have been deposited with the Trustee. The amount of
such letter or letters of credit includes $7,553,990.00 (equal to the
purchase price to the Sponsors) for the purchase of $8,000,000 face amount
of Securities in connection with contracts to purchase Securities, plus
$237,417.01 covering accrued interest to the earlier of the date of
settlement for the purchase of Units or the date of delivery of the
Securities. The letter or letters of credit have been issued by DBS Bank,
New York Branch.

(2) Representing, as set forth under How To Buy--Accrued Interest, a special
distribution by the Trustee of an amount equal to accrued interest on the
Securities as of the Initial Date of Deposit.
(3) Aggregate public offering price (exclusive of interest) computed on the
basis of the offer side evaluation of the underlying Securities as of the
Evaluation Time on the Business Day prior to the Initial Date of Deposit.
(4) Assumes sales charge of 4.00% on all Units computed on the basis set forth
under How To Buy.

A-7

<PAGE>
<PAGE>
PORTFOLIO OF CORPORATE INCOME FUND, ON THE INITIAL DATE OF DEPOSIT,

INTERMEDIATE TERM SERIES -- 51 DECEMBER 7, 1994

DEFINED ASSET FUNDS

<TABLE>
<CAPTION>
RATINGS OF ISSUES
STANDARD & MOODY'S FITCH
PORTFOLIO NO. AND POOR'S INVESTORS INVESTORS
SECURITIES CONTRACTED FOR CORP. SERVICE SERVICE FACE AMOUNT COUPON MATURITIES
<C> <S> <C> <C> <C> <C> <C> <C>
---------- ---------- ---------- ------------ ------ -----------
1. Aegon NV, Subordinated AA- A1 NR $ 1,000,000 8.000 % 8/15/06
Notes
2. BankAmerica Corporation, A- A3 A+ 500,000 7.625 6/15/04
Subordinated Notes
3. Banque Paribas, A- A2 NR 1,000,000 8.350 6/15/07
Subordinated Notes
4. Chase Manhattan A- Baa1 A- 1,000,000 6.500 1/15/09
Corporation, Subordinated
Notes
5. Chemical Banking A- A3 A- 500,000 7.875 7/15/06
Corporation, Subordinated
Debentures
6. Citicorp, Subordinated A- A3 A- 1,000,000 7.750 6/15/06
Notes
7. Ford Motor Company, A A2 A+ 1,000,000 8.875 4/01/06
Debentures
8. International Paper A- A3 NR 500,000 7.875 8/01/06
Company, Notes
9. Nationsbank Corporation, A- A3 A 500,000 7.750 8/15/04
Subordinated Notes
10. Svenska Handelsbanken, A A2 NR 500,000 8.350 7/15/04
Subordinated Notes
11. Wal-Mart Stores, Notes AA Aa1 NR 500,000 8.000 9/15/06
------------
$ 8,000,000
------------
------------

<CAPTION>
YIELD TO MATURITY
OPTIONAL SINKING COST OF ON THE INITIAL
REFUNDING FUND SECURITIES DATE
REDEMPTIONS (1) REDEMPTIONS (1) TO FUND (2) OF DEPOSIT (2)
<C> <S><C> <C> <C> <C>
--------------------- ---------------- --------------- -----------------
1. -- -- $ 963,750.00 8.490%

2. -- -- 468,750.00 8.600

3. -- -- 962,500.00 8.850

4. -- -- 811,250.00 8.870

5. -- -- 471,875.00 8.650

6. -- -- 937,500.00 8.610

7. -- -- 1,022,500.00 8.557

8. -- -- 483,125.00 8.330

9. -- -- 473,125.00 8.570

10. -- -- 491,875.00 8.600

11. -- -- 491,250.00 8.230
---------------
$ 7,577,500.00
---------------
---------------
</TABLE>

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

NOTES

(1) None of the Securities are subject to optional or sinking fund redemption.

Certain Securities may provide for redemption at par prior to 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,
sold or the project is destroyed and insurance proceeds are used to redeem
the Securities, in the event of certain tax events or in other special
circumstances.
Sinking fund redemptions are all at par and generally redeem only part of
an issue. Some of the Securities have mandatory sinking funds which contain
optional provisions permitting the issuer to increase the principal amount
of bonds 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 offer 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 original Public Offering Price of the Units. Monthly 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 received by the Fund. The
estimated current return and estimated long term return in this event may

be affected by redemptions. The tax effect on Holders of redemptions and
related distributions is described under Taxes.

(2) Evaluation of Securities by the Evaluator made on the basis of current
offer side evaluation. The offer side evaluation is greater than the
current bid side evaluation of the Securities, which is the basis on which
Redemption Price per Unit is determined (see How To Sell--Redemption). The
aggregate value based on the bid side evaluation at the Evaluation Time on
the business day prior to the Initial Date of Deposit was $7,537,500.00
which is $40,000.00 (.50% of the aggregate face amount) lower than the
aggregate Cost of Securities to Fund based on the offer side evaluation.

Yield to Maturity on the Initial Date of Deposit of Securities was computed
on the basis of the offering side evaluation at the Evaluation Time on the
business day prior to the Initial Date of Deposit. Percentages in this
column represent Yield to Maturity on Initial Date of Deposit unless
followed by '+' which indicates yield to an earlier redemption date. (See
Income and Distributions--Returns for a description of the computation of
yield price.)
------------------------------------

All Securities are represented entirely by contracts to purchase such
Securities, which were entered into by the Sponsors on December 6, 1994.
All contracts are expected to be settled by the initial settlement date
for the purchase of Units.

A-9
<PAGE>
<PAGE>
CORPORATE INCOME FUND
DEFINED ASSET FUNDS
PROSPECTUS PART B
INSURED SERIES
INTERMEDIATE TERM SERIES
MONTHLY PAYMENT SERIES

DESCRIPTION OF FUND INVESTMENTS

PORTFOLIO SELECTION

Experienced professional buyers and research analysts for Defined Asset
Funds, with information on the markets for suitable securities and on thousands
of issues, selected securities for the Fund's portfolio (the 'Portfolio'),
considering its investment objective and other factors including: (i) the
quality of the Debt Obligations, as evidenced by a rating in the category A or
better by at least one recognized rating organization (see Appendix A) or
comparable credit enhancement or (in the opinion of Defined Asset Funds
research) credit characteristics; (ii) yield and price relative to comparable
securities; (iii) diversification of the Portfolio, subject to availability of
suitable debt obligations; (iv) maturities (including call protection); and (v)
whether the Debt Obligations were issued after July 18, 1984, if interest
thereon is U.S. source income. There is no leverage or borrowing to increase the
risk to the Fund, nor does the Portfolio contain other kinds of securities to
enhance yield.

Composition of the Portfolio is summarized under Investment Summary and the
names and certain characteristics of the debt obligations in the Portfolio (the
'Debt Obligations' or the 'Securities') are listed in the financial statements.

Yields on debt obligations depend on factors including general conditions
of the corporate bond market and the general bond markets, size of a particular
offering, and the maturity and rating of the particular issue. Ratings represent
opinions of the rating organizations as to the quality of securities rated, but
these are general (not absolute) standards of quality. Yields can vary among
obligations with similar maturities, coupons and ratings.

Neither the Sponsors nor the Trustee are liable for any default, failure or
defect in a Security. If a contract to purchase any Debt Obligation fails (a
'Failed Debt Obligation'), the Sponsors are authorized to deposit Replacement
Securities which (i) are bonds, debentures, notes or other straight debt
obligations without equity or other conversion features issued by corporations;
(ii) have a fixed maturity or disposition date substantially similar to the
Failed Debt Obligation; (iii) are rated A or better by at least one recognized
rating organization or have comparable credit characteristics; and (iv) are not
when, as and if issued. Replacement Securities must be deposited within 110 days
after deposit of the failed contract, at a cost not exceeding funds reserved for
purchasing the Failed Debt Obligation and at a yield to maturity and current
return, as of the date the failed contract was deposited, substantially
equivalent (considering then current market conditions and relative
creditworthiness) to those of the Failed Debt Obligation.

The Indenture also authorizes the Sponsors to increase the size and number
of Units of the Fund by the deposit of Additional Securities, contracts to
purchase Additional Securities or cash or a letter of credit with instructions
to purchase Additional Securities, in exchange for the corresponding number of
additional Units during the 90-day period subsequent to the Initial Date of
Deposit provided that the original proportionate relationship among the face
amounts of each Security established on the Initial Date of Deposit (the
'Original Proportionate Relationship') is maintained to the extent practicable.
The Sponsors may specify minimum face amounts in which Additional Securities
will be deposited or purchased. If a deposit is not sufficient to acquire
minimum amounts of each Security, Additional Securities may be acquired in the
order of the Security most under-represented immediately before the deposit when
compared to the Original Proportionate Relationship. If Securities of an issue
originally deposited are unavailable at the time of subsequent deposit, or
cannot be purchased at reasonable prices or their purchase is prohibited or
restricted by law, regulation or policies applicable to the Fund or any of the
Sponsors, the Sponsors may (1) deposit cash or a letter of credit with
instructions to purchase the Security when it becomes available (provided that
it becomes available within 110 days after the Initial Date of Deposit) or (2)
deposit (or instruct the Trustee to purchase) (i) Securities of one or more
other issues originally deposited or (ii) a Replacement Security that will meet
the conditions described above except that it must have a rating at least equal
to the rating of the Security it replaces (or in the opinion of the Sponsors
have comparable credit characteristics) (if not rated). Deposits of Additional
Securities subsequent to the 90-day period following the Initial Date must
replicate exactly the proportionate relationship among the face
1
<PAGE>
<PAGE>
amounts of Securities comprising the Portfolio at the end of the initial 90-day
period, subject to certain events. Any funds held to acquire Additional or
Replacement Securities which have not been used to purchase Securities at the
end of the initial 90-day period shall be used to purchase Securities as
described above or shall be distributed to Holders together with the
attributable sales charge.

Because each Defined Fund is a portfolio of preselected securities,
purchasers know in advance what they are investing in. The Portfolio is listed
in the prospectus so that generally the securities, maturities, call dates and
ratings are known when they buy. Of course, the Portfolio changes somewhat over
time as Additional or Replacement Securities are deposited, as Securities are
called or redeemed, or as they are sold to meet redemptions and in the limited
circumstances described below.

PORTFOLIO SUPERVISION

The Fund is a unit investment trust which follows a buy and hold investment
strategy. Traditional methods of investment management for mutual funds
typically involve frequent changes in fund holdings based on economic, financial
and market analyses. Because the Fund is not actively managed, it may retain an
issuer's securities despite adverse financial developments. However, Defined
Asset Funds' experienced financial analysts regularly review the Portfolio, and
the Sponsors may instruct the Trustee to sell securities in the following
circumstances: (i) default in payment of amounts due on the security; (ii)
institution of certain legal proceedings; (iii) other legal questions or
impediments affecting the security or payments thereon; (iv) default under
certain documents adversely affecting debt service or in payments on other
securities of the same issuer or guarantor; (v) if a security becomes
inconsistent with the Fund's investment objectives; (vi) a right to sell or
redeem the security pursuant to a guarantee or other credit support; or (vii)
decline in security price or other market or credit factors (including advance
refunding) that, in the opinion of Defined Asset Funds research, makes retention
of the security detrimental to the interests of Holders. If there is a payment
default on any Security and the Agent for the Sponsors fails to instruct the
Trustee within 30 days after notice of the default, the Trustee will sell the
Security.

The Trustee must reject any offer by an issuer of a Debt Obligation to
exchange another security pursuant to a refunding or refinancing plan unless (a)
the Debt Obligation is in default or (b) in the written opinion of Defined Asset
Funds research analysts, a default is probable in the reasonably foreseeable
future, and the Sponsors instruct the Trustee to accept the offer or take any
other action with respect to the offer as the Sponsors consider appropriate.

RISK FACTORS

An investment in units of beneficial interest in the Fund ('Units') should
be made with an understanding of the risks which an investment in fixed-rate
debt obligations may entail, including the risk that the value of the Portfolio
and hence of the Units will decline with increases in interest rates. In recent
years there have been wide fluctuations in interest rates and thus in the value
of fixed-rate debt obligations generally. The Sponsors cannot predict future
economic policies or their consequences or, therefore, the course or extent of
any similar fluctuations in the future. The Portfolio consists primarily of
publicly held Debt Obligations which, in many cases, do not have the benefit of
covenants which would prevent the corporations from engaging in capital
restructurings or borrowing transactions in connection with corporate
acquisitions, leveraged buyouts or restructurings, which could have the effect
of reducing the ability of the corporation to meet its obligations and may in
the future result in the ratings of the Debt Obligations and the value of the
underlying Portfolio being reduced.

Certain of the Securities in the Fund may have been deposited at a market
discount. Securities trade at less than par value because the interest rates on
the Securities are lower than interest on comparable debt securities being
issued at currently prevailing interest rates. The current returns of securities
trading at a market discount are lower than the current returns of comparably
rated debt securities of a similar type issued at currently prevailing interest
rates because discount securities tend to increase in market value as they
approach maturity
2
<PAGE>
<PAGE>
and the full principal amount becomes payable. If currently prevailing interest
rates for newly issued and otherwise comparable securities increase, the market
discount of previously issued securities will become deeper and if currently
prevailing interest rates for newly issued comparable securities decline, the
market discount of previously issued securities will be reduced, other things
being equal. Market discount attributable to interest rate changes does not
indicate a lack of market confidence in the issue.

Certain of the Securities in the Fund may have been deposited at a market
premium. Securities trade at a premium because the interest rates on the
Securities are higher than interest on comparable debt securities being issued
at currently prevailing interest rates. The current returns of securities
trading at a market premium are higher than the current returns of comparably
rated debt securities of a similar type issued at currently prevailing interest
rates because premium securities tend to decrease in market value as they
approach maturity when the face amount becomes payable. Because part of the
purchase price is thus returned not at maturity but through current income
payments, an early redemption of a premium security at par will result in a
reduction in yield to the Fund. If currently prevailing interest rates for newly
issued and otherwise comparable securities increase, the market premium of
previously issued securities will decline and if currently prevailing interest
rates for newly issued comparable securities decline, the market premium of
previously issued securities will increase, other things being equal. Market
premium attributable to interest rate changes does not indicate market
confidence in the issue.

Holders of Units will be 'at risk' with respect to Securities purchased on
a when, as and if issued basis or for delayed delivery (i.e., either a gain or
loss may result from fluctuations in the offer side evaluation of the
Securities) from the date they commit for Units.

As set forth under Investment Summary and Portfolio, the Fund may contain
or be concentrated in one or more of the types of Debt Obligations discussed
below. An investment in the Fund should be made with an understanding of the
risks that these securities may entail, certain of which are described below.

UTILITIES

The ability of utilities to meet their obligations with respect to
obligations issued on their behalf is dependent on various factors, including
the rates they may charge their customers, the demand for their services and the
cost of providing those services. Utilities, in particular investor-owned
utilities, are subject to extensive regulation relating to the rates which they
may charge customers. Utilities can experience regulatory, political and
consumer resistance to rate increases. Utilities engaged in long-term capital
projects are especially sensitive to regulatory lags in granting rate increases.
Any difficulty in obtaining timely and adequate rate increases could adversely
affect a utility's results of operations.

The demand for a utility's services is influenced by, among other factors,
competition, weather conditions and economic conditions. Electric utilities, for
example, have experienced increased competition as a result of the availability
of other energy sources, the effects of conservation on the use of electricity,
self-generation by industrial customers and the generation of electricity by
co-generators and other independent power producers. Also, increased competition
will result if federal regulators determine that utilities must open their
transmission lines to competitors. Utilities which distribute natural gas also
are subject to competition from alternative fuels, including fuel oil, propane
and coal.

The utility industry is an increasing cost business making the cost of
generating electricity more expensive and heightening its sensitivity to
regulation. A utility's costs are affected by its cost of capital, the
availability and cost of fuel and other factors. There can be no assurance that
a utility will be able to pass on these increased costs to customers through
increased rates. Utilities incur substantial capital expenditures for plant and
equipment. In the future they will also incur increasing capital and operating
expenses to comply with environmental legislation such as the Clean Air Act of
1990, and other energy, licensing and other laws and regulations relating to,
among other things, air emissions, the quality of drinking water, waste water
discharge, solid and hazardous substance handling and disposal, and siting and
licensing of facilities. Environmental legislation and regulations are changing
rapidly and are the subject of current public policy debate and legislative
proposals. It is increasingly likely that many utilities will be subject to more
stringent environmental standards in the future that could result in significant
capital expenditures. Future legislation and regulation could include, among
other things, regulation of so-called electromagnetic fields associated with
electric transmission and distribution lines as well as emissions of carbon
dioxide and other so-called greenhouse gases associated with the burning of
fossil fuels. Compliance with these requirements may limit a utility's
operations or require substantial investments in new equipment and, as a result,
may adversely affect a utility's results of operations.

3
<PAGE>
<PAGE>
The electric utility industry in general is subject to various external
factors including (a) the effects of inflation upon the costs of operation and
construction, (b) substantially increased capital outlays and longer
construction periods for larger and more complex new generating units, (c)
uncertainties in predicting future load requirements, (d) increased financing
requirements coupled with limited availability of capital, (e) exposure to
cancellation and penalty charges on new generating units under construction, (f)
problems of cost and availability of fuel, (g) compliance with rapidly changing
and complex environmental, safety and licensing requirements, (h) litigation and
proposed legislation designed to delay or prevent construction of generating and
other facilities, (i) the uncertain effects of conservation on the use of
electric energy, (j) uncertainties associated with the development of a national
energy policy, (k) regulatory, political and consumer resistance to rate
increases and (l) increased competition as a result of the availability of other
energy sources. These factors may delay the construction and increase the cost
of new facilities, limit the use of, or necessitate costly modifications to,
existing facilities, impair the access of electric utilities to credit markets,
or substantially increase the cost of credit for electric generating facilities.
The Sponsors cannot predict at this time the ultimate effect of such factors on
the ability of any issuers to meet their obligations with respect to Debt
Obligations.

The National Energy Policy Act ('NEPA'), which became law in October, 1992,
makes it mandatory for a utility to permit non-utility generators of electricity
access to its transmission system for wholesale customers, thereby increasing
competition for electric utilities. NEPA also mandated demand-side management
policies to be considered by utilities. NEPA prohibits the Federal Energy
Regulatory Commission from mandating electric utilities to engage in retail
wheeling, which is competition among suppliers of electric generation to provide
electricity to retail customers (particularly industrial retail customers) of a
utility. However, under NEPA, a state can mandate retail wheeling under certain
conditions. California, Michigan, New Mexico and Ohio have instituted
investigations into the possible introduction of retail wheeling within their
respective states, which could foster competition among the utilities. Retail
wheeling might result in the issue of stranded investment (investment in assets
not being recovered in base rates), thus hampering a utility's ability to meet
its obligations.

There is concern by the public, the scientific community, and the U.S.
Congress regarding environmental damage resulting from the use of fossil fuels.
Congressional support for the increased regulation of air, water, and soil
contaminants is building and there are a number of pending or recently enacted
legislative proposals which may affect the electric utility industry. In
particular, on November 15, 1990, legislation was signed into law that
substantially revises the Clean Air Act (the '1990 Amendments'). The 1990
Amendments seek to improve the ambient air quality throughout the United States
by the year 2000. A main feature of the 1990 Amendments is the reduction of
sulphur dioxide and nitrogen oxide emissions caused by electric utility power
plants, particularly those fueled by coal. Under the 1990 Amendments the U.S.
Environmental Protection Agency ('EPA') must develop limits for nitrogen oxide
emissions by 1993. The sulphur dioxide reduction will be achieved in two phases.
Phase I addresses specific generating units named in the 1990 Amendments. In
Phase II the total U.S. emissions will be capped at 8.9 million tons by the year
2000. The 1990 Amendments contain provisions for allocating allowances to power
plants based on historical or calculated levels. An allowance is defined as the
authorization to emit one ton of sulphur dioxide.

The 1990 Amendments also provide for possible further regulation of toxic
air emissions from electric generating units pending the results of several
federal government studies to be presented to Congress by the end of 1995 with
respect to anticipated hazards to public health, available corrective
technologies, and mercury toxicity.

Electric utilities which own or operate nuclear power plants are exposed to
risks inherent in the nuclear industry. These risks include exposure to new
requirements resulting from extensive federal and state regulatory oversight,
public controversy, decommissioning costs, and spent fuel and radioactive waste
disposal issues. While nuclear power construction risks are no longer of
paramount concern, the emerging issue is radioactive waste disposal. In
addition, nuclear plants typically require substantial capital additions and
modifications throughout their operating lives to meet safety, environmental,
operational and regulatory requirements and to replace and upgrade various plant
systems. The high degree of regulatory monitoring and controls imposed on
nuclear plants could cause a plant to be out of service or on limited service
for long periods. When a nuclear facility owned by an investor-owned utility or
a state or local municipality is out of service or operating on a limited
service basis, the utility operator or its owners may be liable for the recovery
of replacement power costs. Risks of substantial liability also arise from the
operation of nuclear facilities and from the use, handling, and possible
radioactive emissions associated with nuclear fuel. Insurance may not cover all
types or amounts of loss which may be experienced in connection with the
ownership and operation of a nuclear plant and severe financial consequences
could result from a significant accident or occurrence. The Nuclear Regulatory
Commission
4
<PAGE>
<PAGE>
has promulgated regulations mandating the establishment of funded reserves to
assure financial capability for the eventual decommissioning of licensed nuclear
facilities. These funds are to be accrued from revenues in amounts currently
estimated to be sufficient to pay for decommissioning costs. Since there have
been very few nuclear plants decommissioned to date, these estimates may be
unrealistic.

TELECOMMUNICATIONS. The Portfolio may contain obligations of companies engaged
in providing local, long-distance and cellular services, in the manufacture of
telecommunications products and in a wide range of other activities including
directory publishing, information systems and the operation of voice, data and
video telecommunications networks. Technological innovations in fiber optics,
cellular products and services, voice messaging, call waiting and automatic
dialing offer additional potential for significant expansion. Advances like
formation of a national cellular grid should also contribute to the anticipated
growth of this industry. The Fund may contain obligations of the Regional Bell
Holding Companies ('RBOCs') which were spun off from AT&T in 1984 pursuant to
approval of the U.S. District Court for the District of Columbia (the 'Court'),
implementing a consent decree relating to antitrust proceedings brought by the
U.S. Department of Justice. The RBOCs include: Ameritech Corporation, Bell
Atlantic Corporation, BellSouth Corporation, NYNEX Corporation, Pacific Telesis
Group, Southwestern Bell Corporation and U.S. West, Inc. These companies provide
near monopoly local and intrastate telephone service as well as cellular and
other generally unregulated services. The Fund may contain obligations of
certain independent telephone companies which are subject to regulation by the
Federal Communications Commissions (the 'FCC') and state utility commissions but
not subject to the consent decree binding the RBOCs and AT&T or of certain
long-distance telecommunications carriers, certain telecommunications equipment
manufacturers or of U.S. companies which provide telecommunitions services or
equipment mainly outside the United States. International communications
facilities in the United States are also subject to the jurisdiction of the FCC,
and the provision of service to foreign countries is subject to the approval of
the FCC and the appropriate foreign governmental agencies.

In accordance with the consent decree, the RBOCs provide local telephone
service, including exchange access for long-distance companies, and may provide
directory advertising and new customer equipment. Many of the RBOCs, pursuant to
waivers, may also engage in a broad range of businesses including foreign
consulting, servicing computers and marketing or leasing office equipment. AT&T
provides interexchange long distance telephone service in competition with
numerous other providers and certain other products, services and customer
equipment.

The Court's order approving the consent decree provided for periodic
reviews of the restrictions imposed by it. In April 1990, a Federal appeals
court directed the Court to review its ruling that restricts RBOC involvement in
the information services business and to determine whether removal of the
information services restriction would be in the public interest. On July 25,
1991, the Court lifted the information services ban. Other portions of the
consent decree are being litigated. As RBOCs are released from the restrictions
of the 1984 divestiture decree, they and other telephone companies are being
freed to create new products, services and businesses. Bills have been
introduced in the U.S. House of Representatives and the Senate that would
require the RBOCs to pass a competitive market test that would block them from
offering information services in the near future.

The independent telephone companies, like the RBOCs, provide local
telecommunications services, but operate in a more limited area. These companies
are not subject to the consent decree and therefore can provide the full range
of telecommunications services including local exchange services, the
installation of business systems, telephone consulting, the manufacture of
telecommunications equipment, operation of voice and data networks and directory
publishing. Cellular service is providing an increasing component of the
revenues of the RBOCs and independent telephone companies. Both the RBOCs and
independents are subject to regulation by the FCC and state regulatory
authorities. The FCC also has the power to regulate the types of
telecommunications equipment which may be used and therefore may affect the
business of companies in the manufacturing of telecommunications equipment.
Long-distance companies which provide long-distance telecommunications services
are subject to regulation by the FCC. The long-distance industry is
consolidating into larger carriers.

Certain telecommunications services have in the past been fairly resistant
to recession with the exception of long-distance carriers. The Sponsors believe
that companies in the telephone business may remain resistant to recession in
the next few years and may experience some growth in access lines and message
units. Cellular telephone service should continue to expand, although at lesser
rates of growth than in the recent past. Also, ongoing technological change may
lead to an increase in the development of new services such as voice messaging,
call screening and automatic dialing and the demand for business services such
as the use of fax machines and the movement of data information should continue
to grow.

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Business conditions in the telecommunications industry may affect the
ability of the issuers of the Securities in the Fund to meet their obligations.
The FCC and certain state utility regulators have introduced certain incentive
plans such as price-cap regulation which apply to certain portions of the
business of certain local exchange carriers. Price-cap regulation offers local
exchange carriers an opportunity to share in higher earnings provided they
become more efficient. These new approaches to regulation by the FCC and various
state or other regulatory agencies result in increased competition and could
lead to greater risks as well as greater rewards for operating telephone
companies. Technology has tended to offset the effects of inflation and is
expected to continue doing so. Under traditional regulation, continuing cost
increases, to the extent not offset by improved productivity and revenues from
increased volume of business, would result in a decreasing rate of return and a
continuing need for rate increases. Although allowance is generally made in
ratemaking proceedings for cost increases, delays may be experienced in
obtaining the necessary rate increases through these proceedings and there can
be no assurance that these regulatory commissions in the future will grant rate
increases adequate to cover operating and other expenses and debt service
requirements. The long-distance industry has been increasingly opened to
competition over the last number of years. As a result, the major long distance
companies compete actively for market share. Indeed, to meet increasing
competition, telecommunications companies will have to commit substantial
capital, technological and marketing resources.

Cellular and cable companies provide wireless services including paging,
dispatch and cellular services throughout the U.S. Most of the RBOCs, as well as
long distance companies, are seeking to increase their share of the cellular
market in view of perceived future growth prospects. It is unclear what effect,
if any, increased competition between wireless and traditional services will
have on the telecommunications industry. Other potential competition for local
service has also developed. The deregulated cellular telephone industry has a
limited operating history and there is significant uncertainty regarding its
future, particularly with regard to increased competition, the continued growth
in the number of customers, the usage and pricing of cellular services, and the
cost of providing cellular services, including the cost of attracting new
customers, developing new technology and the ability to obtain licenses to
provide cellular services. Recent industry developments may provide increased
competition and reduced revenues from cellular service for RBOCs and independent
telephone companies. The uncertain outcomes of future labor agreements and
employee and retiree benefit costs may also have a negative impact on
profitability. Telephone usage, and therefore revenues, could also be adversely
affected by any sustained economic recession. Each of these problems would
adversely affect the profitability of the telecommunications issuers of the
Securities in the Fund and their ability to meet their obligations.

HOSPITAL AND HEALTH CARE FACILITIES

The ability of hospitals and other health care facilities to meet their
obligations with respect to debt obligations issued on their behalf is dependent
on various factors, including the level of payments received from private
third-party payors and government programs and the cost of providing health care
services.

A significant portion of the revenues of hospitals and other health care
facilities is derived from private third-party payors and government programs,
including the Medicare and Medicaid programs. Both private third-party payors
and government programs have undertaken cost containment measures designed to
limit payments made to health care facilities. Furthermore, government programs
are subject to statutory and regulatory changes, retroactive rate adjustments,
administrative rulings and government funding restrictions, all of which may
materially decrease the rate of program payments for health care facilities.
Certain special revenue obligations (i.e., Medicare or Medicaid revenues) may be
payable subject to appropriations by state legislatures. There can be no
assurance that payments under governmental programs will remain at levels
comparable to present levels or will, in the future, be sufficient to cover the
costs allocable to patients participating in such programs. In addition, there
can be no assurance that a particular hospital or other health care facility
will continue to meet the requirements for participation in such programs.

The costs of providing health care services are subject to increase as a
result of, among other factors, changes in medical technology and increased
labor costs. In addition, health care facility construction and operation is
subject to federal, state and local regulation relating to the adequacy of
medical care, equipment, personnel, operating policies and procedures,
rate-setting, and compliance with building codes and environmental laws.
Facilities are subject to periodic inspection by governmental and other
authorities to assure continued compliance with the various standards necessary
for licensing and accreditation. These regulatory requirements are subject to
change and, to comply, it may be necessary for a hospital or other health care
facility to incur substantial capital expenditures or increased operating
expenses to effect changes in its facilities, equipment, personnel and services.

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Hospitals and other health care facilities are subject to claims and legal
actions by patients and others in the ordinary course of business. Although
these claims are generally covered by insurance, there can be no assurance that
a claim will not exceed the insurance coverage of a health care facility or that
insurance coverage will be available to a facility. In addition, a substantial
increase in the cost of insurance could adversely affect the results of
operations of a hospital or other health care facility. The Clinton
Administration may impose regulations which could limit price increases for
hospitals or the level of reimbursements for third-party payors or other
measures to reduce health care costs and make health care available to more
individuals, which would reduce profits for hospitals. Some states, such as New
Jersey, have significantly changed their reimbursement systems. If a hospital
cannot adjust to the new system by reducing expenses or raising rates, financial
difficulties may arise. Also, Blue Cross has denied reimbursement for some
hospitals for services other than emergency room services. The lost volume would
reduce revenues unless replacement patients were found.

Certain hospital bonds may provide for redemption at par at any time upon
the sale by the issuer of the hospital facilities to a non-affiliated entity, if
the hospital becomes subject to ad valorem taxation, or in various other
circumstances. For example, certain hospitals may have the right to call bonds
at par if the hospital may be legally required because of the bonds to perform
procedures against specified religious principles or to disclose information
that is considered confidential or privileged. Certain FHA-insured bonds may
provide that all or a portion of those bonds, otherwise callable at a premium,
can be called at par in certain circumstances. If a hospital defaults upon a
bond obligation, the realization of Medicare and Medicaid receivables may be
uncertain and, if the bond obligation is secured by the hospital facilities,
legal restrictions on the ability to foreclose upon the facilities and the
limited alternative uses to which a hospital can be put may severely reduce its
collateral value.

The Internal Revenue Service is currently engaged in a program of intensive
audits of certain large tax-exempt hospital and health care facility
organizations. Although these audits have not yet been completed, it has been
reported that the tax-exempt status of some of these organizations may be
revoked. At this time, it is uncertain whether any of the hospital and health
care facility obligations held by the Fund will be affected by such audit
proceedings.

BANKS AND OTHER FINANCIAL INSTITUTIONS

The profitability of financial institutions is largely dependent upon the
availability and cost of funds for the purpose of financing lending operations
under prevailing money market conditions. Also, general economic conditions play
an important part in the operations of this industry and exposure to credit
losses arising from possible financial difficulties of borrowers might affect an
institution's ability to meet its obligations. In the late 1980's and early
1990's the credit ratings of U.S. banks and bank holding companies were subject
to extensive downgrades due primarily to deterioration in asset quality and the
attendant impact on earnings and capital adequacy. Major U.S. banks, in
particular, suffered from a decline in asset quality in the areas of
construction and commercial real estate loans. These problem loans have been
largely addressed. During the early 1990's the credit ratings of many foreign
banks have also been subject to significant downgrades due to a deterioration in
asset quality which has negatively impacted earnings and capital adequacy. The
decline in asset quality of major foreign banks has been brought about largely
by recessionary conditions in their local economies. The Federal Deposit
Insurance Corporation ('FDIC') indicated that in 1990, 168 federally insured
banks with an aggregate total of $45.7 billion in assets failed and that in
1991, 124 federally insured banks with an aggregate total of $64.3 billion in
assets failed. During 1992, the FDIC resolved 120 failed banks with combined
assets of $44.2 billion. In 1993, a total of 41 banks with combined assets of
$3.5 billion were closed. The 1993 total was the lowest level in twelve years.
Bank holding companies and other financial institutions may not be as highly
regulated as banks, and may be more able to expand into other non-financial and
non-traditional businesses.

Recent legislation, including the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, the Federal Deposit Insurance Corporation
Improvement Act of 1991 ('FDICIA') and the Resolution Trust Corporation
Refinancing, Restructuring, and Improvement Act of 1991 have significantly
altered the legal rules and regulations governing banks and thrifts and mandated
early and aggressive regulatory intervention for unhealthy institutions.
Periodic efforts by recent Administrations to introduce legislation broadening
the ability of banks and thrifts to compete with new products generally have not
been successful, but if enacted could lead to more failures as a result of
increased competition and added risks. Failure to enact such legislation, on the
other hand, may lead to declining earnings and an inability to compete with
unregulated financial institutions. Efforts to expand the ability of federal
thrifts to branch on an interstate basis have been initially successful through
promulgation of regulations. Legislation to liberalize interstate branching for
banks has stalled in Congress. Consolidation is likely to continue in both
cases. The Securities and Exchange Commission ('SEC') is
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attempting to require the expanded use of market value accounting by banks and
thrifts, and has imposed rules requiring market accounting for investment
securities held for sale. Adoption of these and similar rules may result in
increased volatility in the reported health of the industry and mandated
regulatory intervention to correct such problems.

INSURED SERIES

For the Insured Series, portfolio insurance ('Portfolio Insurance') has
been obtained from the Municipal Bond Investors Assurance Corporation ('MBIA' or
the 'Insurer')(see The Insurer below) that guarantees the scheduled payment of
the principal of and interest on the Debt Obligations ('Portfolio-Insured Debt
Obligations') while they are owned by the Fund. Since the Portfolio Insurance
applies to Debt Obligations only while they are owned by the Fund, the value of
Portfolio-Insured Debt Obligations (and hence the value of the Units) may
decline if the credit quality of any Portfolio-Insured Debt Obligation is
reduced. Premiums for Portfolio Insurance are payable monthly in advance by the
Trustee on behalf of the Fund. The insurance obtained by the Fund is only
effective as to Debt Obligations owned by and held in the Fund and,
consequently, does not cover Debt Obligations for which the contract for
purchase fails. A 'when issued' bond will be covered under the Municipal Bond
Investors Assurance Corporation policy (the 'Policy') upon the settlement date
of the 'when issued' bond. The Policy shall continue in force only with respect
to Debt Obligations held in and owned by the Fund, and the Insurer shall not
have any liability under the Policy with respect to any Debt Obligations which
do not constitute part of the Fund.

By the terms of its Policy, the Insurer will unconditionally guarantee to
the Fund the payment, when due, required of the issuer of the Debt Obligations
of an amount equal to the principal of (either at the stated maturity or by any
advancement of maturity pursuant to a mandatory sinking fund payment) and
interest on the Bonds as the payments shall become due but not paid except that
in the event of any acceleration of the due date of principal by reason of
mandatory or optional redemption (other than mandatory sinking fund redemption),
default or otherwise, the payments guaranteed will be made in the amounts and at
the times as would have been due had there not been an acceleration by reason of
mandatory or optional redemption (other than a mandatory sinking fund
redemption), default or otherwise. The Insurer will be responsible for those
payments less any amounts received by the Fund from any trustee for the bond
issuers or from any other source. In the event the due date of the principal of
any Debt Obligation is accelerated, the payments required by the acceleration
are received by the Fund, and the Debt Obligation is cancelled, the Portfolio
Insurance will terminate with respect to that Debt Obligation. The Policy does
not guarantee payment on an accelerated basis, the payment of any redemption
premium or the value of the Units. The Policy also does not insure against
nonpayment of principal of or interest on the Debt Obligations resulting from
the insolvency, negligence or any other act or omission of the trustee or other
paying agent for the Debt Obligations.

The Policy is non-cancellable and will continue in force so long as the
Fund is in existence and the Securities described in the policy continue to be
held in and owned by the Fund (see Portfolio). The Policy shall terminate as to
any Debt Obligation which has been redeemed from the Fund or sold by the Trustee
on the date of the redemption or on the settlement date of the sale, and the
Insurer shall not have any liability under the policy as to that Debt Obligation
thereafter. If the date of the redemption or the settlement date of the sale
occurs between a record date and a date of payment of any Debt Obligation, the
Policy will terminate as to that Debt Obligation on the business day next
succeeding the date of payment. The termination of the Policy as to any Debt
Obligation shall not affect the Insurer's obligations regarding any other Debt
Obligation in the Fund or any other fund which has obtained a MBIA insurance
policy. The Policy will terminate as to all Debt Obligations on the date on
which the last of the Debt Obligations matures, is redeemed or is sold by the
Fund. As Portfolio-Insured Debt Obligations are redeemed by their respective
issuers or are sold by the Trustee, the amount of the premium payable for the
Portfolio Insurance will be correspondingly reduced. Nonpayment of premiums on
the policy obtained by the Fund will not result in the cancellation of insurance
but will permit the Insurer to take action against the Trustee to recover
premium payments due it. The Trustee in turn will be entitled to recover the
payments from the Fund.

Upon the sale of a Portfolio-Insured Debt Obligation from the Fund, the
Trustee has the right, pursuant to an irrevocable commitment obtained from the
Insurer, to obtain insurance to maturity ('Permanent Insurance') on the Debt
Obligation upon the payment of a single predetermined insurance premium from the
proceeds of the sale. Accordingly, any Debt Obligation in the Fund is eligible
to be sold on an insured basis. It is expected that the Trustee will exercise
the right to obtain Permanent Insurance upon instructions from the Sponsors only
if the Fund would receive net proceeds from the sale of the Debt Obligation
(sale proceeds less the insurance premium attributable to the Permanent
Insurance and the related custodial and rating agency
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fees) in excess of the sale proceeds that would be received if the Debt
Obligation were sold on an uninsured basis. The aggregate premium that would be
payable for Permanent Insurance if Permanent Insurance were obtained for all of
the Portfolio-Insured Debt Obligations on the Date of Deposit is set forth under
Investment Summary. The premiums for Permanent Insurance for each
Portfolio-Insured Debt Obligation will decline over the life of the Debt
Obligation. The predetermined Permanent Insurance premium with respect to each
Debt Obligation is based upon the insurability of each Debt Obligation as of the
Date of Deposit and will not be increased for any change in the creditworthiness
of such Debt Obligation unless such Debt Obligation is in default as to payment
of principal and/or interest. In such event, the Permanent Insurance premium
shall be subject to an increase predetermined at the Date of Deposit and payable
from the proceeds of the sale of such Debt Obligation.

Although all Debt Obligations are individually insured, neither the Fund,
the Units nor the Portfolio is insured directly or indirectly by the insurer.

The Public Offering Price does not reflect any element of value for
Portfolio Insurance. The Evaluator will attribute a value to the Portfolio
Insurance (including the right to obtain Permanent Insurance) for the purpose of
computing the price or redemption value of Units only if the Portfolio-Insured
Debt Obligations are in default in payment of principal or interest or, in the
opinion of the Agent for the Sponsors, in significant risk of default. In making
this determination the Agent for the Sponsors has established as a general
standard that a Portfolio-Insured Debt Obligation which is rated less than BB by
Standard & Poor's or Ba by Moody's will be deemed in significant risk of default
although the Agent for the Sponsors retains the discretion to conclude that a
Portfolio-Insured Debt Obligation is in significant risk of default even though
at the time it has a higher rating, or not to reach that conclusion even if it
has a lower rating. (See Description of Ratings.) The value of the insurance
will be equal to the difference between (i) the market value of the
Portfolio-Insured Debt Obligation assuming the exercise of the right to obtain
Permanent Insurance (less the insurance premium attributable to the purchase of
Permanent Insurance and the related custodial and rating agency fees) and (ii)
the market value of the Portfolio-Insured Debt Obligation not covered by
Permanent Insurance.

In the event that interest on or principal of a Debt Obligation is due for
payment but is unpaid by reason of nonpayment by the issuer thereof, the Insurer
will make payments to its fiscal agent, State Street Bank and Trust Company,
N.A., New York, New York (the 'Fiscal Agent'), equal to the unpaid amounts of
principal and interest not later than one business day after the Insurer has
been notified by the Trustee that the nonpayment has occurred (but not earlier
than the date such payment is due). The Fiscal Agent will disburse to the
Trustee the amount of principal and interest which is then due for payment but
is unpaid upon receipt by the Fiscal Agent of (i) evidence of the Trust's right
to receive payment of the principal and interest and (ii) evidence, including
any appropriate instruments of assignment, that all of the rights to payment of
the principal or interest then due for payment shall thereupon vest in the
Insurer. Upon payment by the Insurer of any principal or interest payments with
respect to any Debt Obligation, the Insurer shall succeed to the rights of the
owner of such Debt Obligation with respect to that payment.

The policies of insurance are not covered by the Property/Casualty
Insurance Security Fund specified in Article 76 of the New York Insurance Law.

Ratings of Units. Standard & Poor's has rated the Units of the Fund AAA
because of the Portfolio Insurance on the Debt Obligations. The assignment of
the AAA rating is due to Standard & Poor's assessment of the creditworthiness of
the Insurer and of its ability to pay claims on its policies of insurance. In
the event that Standard & Poor's reassesses the creditworthiness of the Insurer
which would result in the Fund's rating being reduced, the Sponsors are
authorized to direct the Trustee to obtain additional insurance in order to
maintain the AAA rating on the Units.

The Insurer. The Insurer is the principal operating subsidiary of MBIA
Inc., a New York Stock Exchange listed company. MBIA Inc. is not obligated to
pay the debts of or claims against the Insurer. The Insurer is a limited
liability corporation rather than a several liability association. The Insurer
is domiciled in the State of New York and licensed to do business in all 50
states, the District of Columbia and Commonwealth of Puerto Rico.

As of March 31, 1994 the Insurer had admitted assets of $3.2 billion
(unaudited), total liabilities of $2.2 billion (unaudited), and policyholders'
surplus of $998 million (unaudited) determined in accordance with statutory
accounting practices prescribed or permitted by insurance regulatory
authorities.

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The above financial information has been obtained from publicly available
information. No representation is made as to the accuracy or adequacy of the
information or as to the absence of material adverse changes since the
information was made available to the public.

Moody's rates all bond issues insured by the Insurer 'Aaa' and short term
loans 'MIG 1,' both designated to be of the highest quality. Standard and Poor's
rates all new issues insured by the Insurer 'AAA' Prime Grade. The Moody's
rating of the Insurer should be evaluated independently of the Standard & Poor's
rating of the Insurer. No application has been made to any other rating agency
in order to obtain additional ratings on the Debt Obligations. The ratings
reflect the respective agency's current assessment of the creditworthiness of
the Insurer and its ability to pay claims on its policies of insurance. Any
further explanation as to the significance of the above ratings may be obtained
only from the applicable rating agency.

The above ratings are not recommendations to buy, sell or hold the Debt
Obligations, and those ratings may be subject to revision or withdrawal at any
time by the rating agencies. Any downward revision or withdrawal of either or
both ratings may have an adverse effect on the market price of the Debt
Obligations. No representation is made herein as to the accuracy or adequacy of
the above information relating to the Insurer or as to the absence of material
adverse changes in such information subsequent to the date thereof. The Sponsors
are not aware that the information herein is inaccurate or incomplete as of the
date hereof.

Regulation of Insurance Companies. Insurance companies are subject to
regulation and supervision in the jurisdictions in which they do business under
statutes which delegate regulatory, supervisory and administrative powers to
state insurance commissioners. This regulation, supervision and administration
relate, among other things, to: the standards of solvency which must be met and
maintained; the licensing of insurers and their agents; the nature of and
limitations on investments; deposits of securities for the benefit of
policyholders; approval of policy forms and premium rates; periodic examinations
of the affairs of insurance companies; annual and other reports required to be
filed on the financial condition of insurers or for other purposes; and
requirements regarding reserves for unearned premiums, losses and other matters.
Regulatory agencies require that premium rates not be excessive, inadequate or
unfairly discriminatory. Insurance regulation in many states also includes
'assigned risk' plans, reinsurance facilities, and joint underwriting
associations, under which all insurers writing particular lines of insurance
within the jurisdiction must accept, for one or more of those lines, risks that
are otherwise uninsurable. A significant portion of the assets of insurance
companies is required by law to be held in reserve against potential claims on
policies and is not available to general creditors.

Although the Federal government does not regulate the business of
insurance, Federal initiatives can significantly impact the insurance business.
Current and proposed Federal measures which may significantly affect the
insurance business include pension regulation (ERISA), controls on medical care
costs, minimum standards for no-fault automobile insurance, national health
insurance, personal privacy protection, tax law changes affecting life insurance
companies or the relative desirability of various personal investment vehicles
and repeal of the current antitrust exemption for the insurance business. (If
this exemption is eliminated, it will substantially affect the way premium rates
are set by all property-liability insurers.) In addition, the Federal government
operates in some cases as a co-insurer with the private sector insurance
companies.

Insurance companies are also affected by a variety of state and Federal
regulatory measures and judicial decisions that define and extend the risks and
benefits for which insurance is sought and provided. These include judicial
redefinitions of risk exposure in areas such as products liability and state and
Federal extension and protection of employee benefits, including pension,
workers' compensation, and disability benefits. These developments may result in
short-term adverse effects on the profitability of various lines of insurance.
Longer-term adverse effects can often be minimized through prompt repricing of
coverages and revision of policy terms. In some instances these developments may
create new opportunities for business growth. All insurance companies write
policies and set premiums based on actuarial assumptions about mortality,
injury, the occurrence of accidents and other insured events. These assumptions,
while well supported by past experience, necessarily do not take account of
future events. The occurrence in the future of unforeseen circumstances could
affect the financial condition of one or more insurance companies. The insurance
business is highly competitive and with the deregulation of financial service
businesses, it should become more competitive. In addition, insurance companies
may expand into non-traditional lines of business which may involve different
types of risks.

LITIGATION AND LEGISLATION

To the best knowledge of the Sponsors, there is no litigation pending as of
the Initial Date of Deposit in respect of any Debt Obligations which might
reasonably be expected to have a material adverse effect upon the Fund. At any
time after the Initial Date of Deposit, litigation may be initiated on a variety
of grounds with
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respect to Debt Obligations in the Fund or other factors may arise from time to
time which potentially may impair the ability of issuers to make payments due on
Debt Obligations. In addition, there can be no assurance that foreign
withholding taxes will not be imposed on interest on Debt Obligations issued by
non-U.S. issuers in the future.

PAYMENT OF THE DEBT OBLIGATIONS AND LIFE OF THE FUND

Because certain of the Debt Obligations from time to time may be redeemed
or prepaid or will mature in accordance with their terms or may be sold under
certain circumstances described herein, no assurance can be given that the Fund
will retain for any length of time its present size and composition. Many of the
Debt Obligations may be subject to redemption prior to their stated maturity
dates pursuant to optional refunding or sinking fund redemption provisions or
otherwise (see Portfolio in Part A). In general, optional refunding redemption
provisions are more likely to be exercised when the offer side evaluation is at
a premium over par than when it is at a discount from par. Generally, the offer
side evaluation of Debt Obligations will be at a premium over par when market
interest rates fall below the coupon rate on the Debt Obligations. The
percentage of the face amount of Debt Obligations which were acquired on the
Date of Deposit at an offer side evaluation in excess of par is set forth under
Investment Summary. Certain Debt Obligations in the Portfolio may be subject to
sinking fund provisions early in the life of the Fund. These provisions are
designed to redeem a significant portion of an issue gradually over the life of
the issue; obligations to be redeemed are generally chosen by lot. Additionally,
the size and composition of the Fund will be affected by the level of
redemptions of Units that may occur from time to time and the consequent sale of
Debt Obligations (see How To Sell--Redemption). Principally, this will depend
upon the number of Holders seeking to sell or redeem their Units and whether or
not the Sponsors continue to reoffer Units acquired by them in the secondary
market. Factors that the Sponsors will consider in the future in determining to
cease offering Units acquired in the secondary market include, among other
things, the diversity of the Portfolio remaining at that time, the size of the
Fund relative to its original size, the ratio of Fund expenses to income, the
Fund's current and long-term returns, the degree to which Units may be selling
at a premium over par relative to other funds sponsored by the Sponsors and the
cost of maintaining a current prospectus for the Fund. These factors may also
lead the Sponsors to seek to terminate the Fund earlier than would otherwise be
the case (see Trust Indenture).

LIQUIDITY

On the Initial Date of Deposit up to 40 percent of the value of the
Portfolio may consist of Debt Obligations which were acquired in private
placements or otherwise and which at the time cannot, in the opinion of counsel
designated by the Sponsors and satisfactory to the Trustee, be sold publicly by
the Trustee without registration under the Securities Act of 1933, as amended,
or similar provisions of law subsequently enacted ('Restricted Securities') (see
How To Sell--Redemption).

HOW TO BUY

Units are available from any of the Underwriters and other broker-dealers
at the Public Offering Price (including the applicable sales charge) plus a
proportionate share of any cash held by the Fund in the Capital Account (unless
allocated to the purchase of specific securities) and net accrued and
undistributed interest. Because both the value of Securities and accrued
interest change, the Public Offering Price varies each Business Day.

PUBLIC OFFERING PRICE

In the initial offering period, the Public Offering Price is based on the
next offer side evaluation of the Securities, and includes a sales charge based
on the number of Units of the Fund purchased on any one day by a single
purchaser. See Initial Offering Sales Charge Schedule in Appendix B. Purchases
of Fund Units during the initial offering period may not be aggregated with
purchases of any other unit trust. In the secondary market (after the initial
offering period), the Public Offering Price is based on the next bid side
evaluation of the Securities, and includes a sales charge based on the number of
Units of the Fund purchased in the secondary market on the same day by a single
purchaser (see Secondary Market Sales Charge Schedule in Appendix B). Purchases
in the secondary market of one or more Series sponsored by the Sponsors that
have the same rates of sales charge may be aggregated.To qualify for a reduced
sales charge, the dealer must confirm that the sale is to a single purchaser or
is purchased for its own account and not for distribution. For these purposes,
Units held in the name of the purchaser's spouse or child under 21 years of age
are deemed to be purchased by a single purchaser. A trustee or other fiduciary
purchasing securities for a single trust estate or single fiduciary account is
also considered a single purchaser. This procedure may be amended or terminated
at any time without notice.

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Employees of certain Sponsors and Sponsor affiliates and non-employee
directors of Merrill Lynch & Co. Inc. may purchase Units at any time at prices
including a sales charge of not less than $5 per Unit.

SECURITIES EVALUATIONS

The Public Offering Price is based on the evaluation of Securities in the
Fund, at the offer or bid side as described above, at the Evaluation Time next
following receipt of the order. Evaluations are determined by the Evaluator as
described under Redemption on each Business Day (this excludes Saturdays,
Sundays and the following holidays as observed by the New York Stock Exchange:
New Year's Day, Washington's Birthday, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas).

ACCRUED INTEREST

Net accrued interest is added to the Public Offering Price, the Sponsors'
Repurchase Price and the Redemption Price per Unit. This represents the interest
accrued on the Securities, net of Fund expenses, from the Initial Date of
Deposit to, but not including, the settlement date for Units (less any prior
distributions of interest income to Holders). Securities deposited also carry
accrued but unpaid interest up to the Initial Date of Deposit. To avoid having
Holders pay this additional accrued interest (which earns no return) when they
purchase Units, the Trustee advances and distributes this amount to the
Sponsors; it recovers this advance from interest received on the Debt
Obligations. Because of varying interest payment dates on the Securities,
accrued interest at any time will exceed the interest actually received by the
Fund.

CERTIFICATES

Certificates for Units are issued upon request, and are transferable upon
payment of any taxes or governmental charges and compliance with the
requirements for redeeming Certificates (see Redemption). Certain Sponsors
collect additional charges for registering and shipping Certificates to
purchasers. Lost or mutilated Certificates can be replaced upon delivery of
satisfactory indemnity and payment of costs.

COMPARISON OF PUBLIC OFFERING PRICE, SPONSORS' INITIAL REPURCHASE PRICE,
SECONDARY MARKET REPURCHASE PRICE AND REDEMPTION PRICE

On the business day prior to the Initial Date of Deposit the Public
Offering Price per Unit (which includes the sales charge) and the Sponsors'
Initial Repurchase Price per Unit (each based on the offer side evaluation of
the Securities in the Fund--see above) exceeded the Sponsors' Repurchase Price
and the Redemption Price per Unit (each based on the bid side evaluation
thereof--see Redemption) by the amounts set forth under the Investment Summary.

The initial Public Offering Price per Unit of the Trust and the Initial
Repurchase Price are based on the offer side evaluations of the Securities. The
secondary market Public Offering Price and the Sponsors' Repurchase Price in the
secondary market are based on bid side evaluations of the Securities. In the
past, the bid prices of publicly offered issues have been lower than the offer
prices by as much as 1 1/2% or more of face amount in the case of inactively
traded issues and as little as 1/4 of 1% in the case of actively traded issues,
but the difference between the offer and bid prices has averaged between 1/2 of
1% and 1% of face amount; the difference on the day before the date of this
Prospectus is stated in a note to the Portfolio.

HOW TO SELL

SPONSORS' MARKET FOR UNITS

Holders can cash in Units at any time without a fee. The Sponsors (although
not obligated to do so) normally repurchase any Units offered for sale, at the
repurchase price next computed after receipt of the order. Because of the sales
charge and fluctuations in the market value of the Securities (among other
reasons) the repurchase price may be less than the investor's cost for the
Units. Holders disposing of Units should consult their financial professional as
to current market prices to determine if other broker-dealers or banks offer
higher prices for those Units.

The Sponsors may discontinue this market without prior notice if the supply
of Units exceeds demand or for other business reasons; in that event, the
Sponsors may still purchase Units at the redemption price as a service to
Holders. Although the Sponsors may reoffer Units repurchased, alternatively they
may redeem those Units; see Redemption for a description of certain consequences
of redemptions to remaining Holders.

REDEMPTION

Holders may redeem Units by tendering to the Trustee Certificates (if
issued) or a request for redemption. Certificates must be properly endorsed or
accompanied by a written transfer instrument. Each Holder must sign
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the Certificate, transfer instrument or request exactly as the name appears on
the face of the Certificate; signatures must be guaranteed by an eligible
guarantor institution or in another manner acceptable to the Trustee. In certain
instances, additional documents may be required such as a certificate of death,
trust instrument, certificate of corporate authority or appointment as executor,
administrator or guardian. If the Sponsors are maintaining a market for Units,
they will purchase any Units tendered at the price described in the preceding
section. If the Sponsors do not purchase Units tendered, the Trustee is
authorized in its discretion to sell Units in the over-the-counter market if it
believes it will obtain for the redeeming Holder a higher net price.

Redemptions may be suspended or payment postponed in limited circumstances:
(1) if the New York Stock Exchange is closed other than for customary weekend
and holiday closings; (2) if the SEC determines that trading on that Exchange is
restricted or an emergency exists making disposal or evaluation of the
Securities not reasonably practicable; or (3) for any other period which the SEC
by order permits.

On the seventh calendar day after tender (the preceding Business Day if the
seventh day is not a Business Day), the Holder will be mailed an amount per Unit
equal to the Redemption Price Per Unit at the Evaluation Time next following
receipt of the tender. As noted above, this price may be more or less than the
cost of those Units.

Redemption Price per Unit is computed each Business Day by adding (a) the
aggregate bid side evaluation of the Securities, (b) cash in the Fund (excluding
cash held to pay contracts to purchase Securities or in a reserve account), (c)
accrued but unpaid interest on the Securities up to but not including the
payment date and (d) the aggregate value of any other Fund assets; deducting (v)
unpaid taxes or other governmental charges, (w) accrued but unpaid Fund
expenses, (x) unreimbursed Trustee advances, (y) cash held to redeem Units or
for distribution to Holders and (z) the aggregate value of any other Fund
liabilities; and dividing the result by the Units outstanding as of the
computation. Evaluations of Securities are determined by the Evaluator as
follows: During the initial syndicate offering period for any Debt Obligation,
its evaluation will be at the syndicate offer price unless the Evaluator
determines that this price does not accurately reflect the market value. For
Securities traded over-the-counter, the evaluation is generally based on the
closing sales prices on that market (unless the Evaluator deems these prices
inappropriate for valuation). If closing sales prices are not available, the
evaluation is generally determined on the basis of current bid or offer prices
for the Securities or (if not available) for comparable securities or by
appraising the value or any combination of these methods.

For Insured Series, the value of the Portfolio Insurance (including the
right to obtain Permanent Insurance) will be considered by the Evaluator in its
evaluation of Portfolio-Insured Debt Obligations only when they are in default
in payment of principal or interest or in significant risk of default. No value
has been attributed to this insurance as of the date of this Prospectus. It is
the position of the Sponsors that this is a fair method of valuing the Portfolio
Insured Debt Obligations and the insurance and reflects a proper valuation
method in accordance with the provisions of the Investment Company Act of 1940.

If cash is not available in the Fund's Income and Capital Accounts to pay
redemptions, the Trustee is authorized to sell Securities. Securities to be sold
will be selected by the Agent for the Sponsors in accordance with procedures
specified in the Indenture, based on market and credit factors that they
determine are in the best interests of the Fund. The Sponsors are authorized to
specify minimum face amounts in which Securities are sold, to obtain a better
price for the Fund. While these minimum amounts may vary from time to time in
accordance with market conditions, the Sponsors believe that the minimum face
amounts which would be specified would range from $25,000 for readily marketable
Securities to $250,000 for certain Restricted Securities which can be
distributed on a short notice only by private sale, usually to institutional
investors. Provision is also made under the Indenture that sales of Securities
may not be made so as to (i) result in the Fund owning less than $250,000 of any
Restricted Security or (ii) result in more than 50% of the Fund consisting of
Restricted Securities. In addition, the Sponsors will use their best efforts to
see that these sales of Securities are carried out in such a way that no more
than 40% in face amount of the Fund is invested in Restricted Securities,
provided that sales of unrestricted Securities may be made if the Sponsors' best
efforts with regard to the timely sales of Restricted Securities at prices they
deem reasonable are unsuccessful and if as a result of these sales more than 50%
of the Fund does not consist of Restricted Securities. Thus the redemption of
Units may require the sale of larger amounts of Restricted Securities than of
unrestricted Securities. When Securities are sold (or mature or are called), the
size and diversity of the Fund is reduced. Sales to meet redemptions are often
made at times when Securities would not otherwise be sold, and may result in
lower prices than might be realized otherwise.

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INCOME AND DISTRIBUTIONS

INCOME

Income is received by the Fund upon semi-annual payments of interest on the
Debt Obligations held in the Portfolio. Some of the Debt Obligations may be
purchased on a when, as and if issued basis or may have a delayed delivery (see
Portfolio). Since interest on these Debt Obligations does not begin to accrue
until the date of delivery to the Fund, in order to provide income to the
Holders for this non-accrual period, the Trustee will advance funds to the Fund
in an amount equal to the amount of interest that would have accrued on these
Debt Obligations between the date of settlement for the Units and the dates of
delivery of the Debt Obligations. These advances eliminate the necessity of
reducing Monthly Income Distributions until when-issued or delayed-delivery Debt
Obligations are delivered and sufficient interest payments are received to begin
distributions to Holders.

RETURNS

Estimated Current Return represents annual cash to be received from
interest-bearing Debt Obligations in the Portfolio (net of estimated annual
expenses) divided by the Public Offering Price (including sales charge).

Estimated Long-Term Return is a measure of the estimated return earned over
the estimated life of the Fund. This represents an average of the yields to
maturity (or earliest call date for obligations trading at a premium over the
call price) of the Debt Obligations in the Portfolio, calculated in accordance
with accepted bond practice and adjusted to reflect expenses and sales charges.
Bonds are customarily offered on a 'yield price' basis, which reflects
computation of yield to maturity (or call date) and not only the interest
payable but amortization or accretion to a specified date of any premium over or
discount from par (maturity) value in the bond's purchase price. In calculating
Estimated Long Term Return, the average yield for the Portfolio is derived by
weighing each Debt Obligation's yield by its market value and the time remaining
to the call or maturity date depending on how the Debt Obligation is priced. The
average Portfolio yield is then adjusted to reflect estimated expenses and the
maximum sales charge. This calculation does not reflect certain delays in
distributing income nor the timing of other receipts and distributions on Units;
depending on maturities, it may therefore overstate or understate the impact of
sales charges. Both of these factors may result in a lower figure.

Both Estimated Current Return and Estimated Long Term Return can fluctuate
with changes in Portfolio composition, in market value of the Debt Obligations,
in Fund expenses and sales charges; these returns therefore can vary materially
from the figures at the time of purchase. Any difference between Estimated
Current Return and Estimated Long Term Return will probably fluctuate at least
as frequently. No return estimate can be predictive of an investor's actual
return because an investor's actual return will depend on many factors,
including the value of the underlying Debt Obligations when the investor
purchases and sells Units of the Fund and the period of time the investor holds
the Units. Therefore, Estimated Current Return and Estimated Long Term Return
are designed to be comparative rather than predictive. A yield calculation which
is more comparable to an individual bond may be higher or lower than Estimated
Current Return or Estimated Long Term Return which are more comparable to return
calculations used by other investment products.

FUND ACCOUNTS

Interest received is credited to an Income Account and other receipts to a
Capital Account. A Reserve Account may be created by withdrawing from the Income
or Capital Accounts amounts considered appropriate by the Trustee to reserve for
any material amount that may be payable out of the Fund. Monies held by the
Trustee in the various accounts for the Fund do not bear interest.

DISTRIBUTIONS

The initial estimated net annual interest rate per Unit is stated in
Investment Summary. This is based on $1,000 face amount per Unit, after
deducting estimated annual Fund expenses. The rate will change as Securities
mature, are called or sold or otherwise disposed of, as Additional or
Replacement Securities are deposited and as Fund expenses change. Because the
Portfolio is not actively managed, income distributions may not be affected by
changes in interest rates. Subject to the financial conditions of the issuers of
the Securities, the amount of income should be substantially maintained as long
as the Portfolio remains unchanged; however, optional bond redemptions or other
Portfolio changes may occur more frequently when interest rates decline, which
would result in early return of principal.

Each Unit receives an equal share of monthly distributions of interest
income and any principal distributed, substantially equal to the proportionate
income during the month preceding the Record Day less estimated expenses.
Interest on the Debt Obligations is received by the Fund on a semi-annual or
annual basis. Therefore,
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it takes several months after the Initial Date of Deposit for the Trustee to
receive sufficient interest payments on the Securities to begin distributions to
Holders; see Investment Summary for estimates of the first and following Monthly
Income Distributions. When a Security is sold, redeemed or otherwise disposed
of, accrued interest is received by the Fund. Further, because interest on the
Securities is not received by the Fund at a constant rate throughout the year,
any Monthly Income Distribution may be more or less than the interest actually
received. To eliminate fluctuations in the Monthly Income Distribution, the
Trustee will advance amounts necessary to provide approximately equal
distributions; it will be reimbursed, without interest, from interest received
on the Securities. However, the amount of Monthly Income Distributions will
change over time as described above.

Along with the Monthly Income Distributions, the Trustee will distribute
the Holder's pro rata share of the distributable cash balance of the Capital
Account, computed as of the close of business on the preceding Record Day (if at
least equal to the Minimum Capital Distribution stated in Investment Summary).
Principal proceeds received from disposition of any Security after a Record Day
and prior to the related Distribution Day will be held in the Capital Account
subject to distribution on the second following Distribution Day. The first
distribution for a purchaser of Units between a Record Day and the related
Distribution Day will be made on the second following Distribution Day.

Any funds held to acquire Replacement Securities which have not been used
to purchase Securities within 90 days after the initial deposit, unless promptly
used to purchase Replacement Securities, will be distributed to Holders together
with the attributable sales charge and interest attributable to those funds.

INVESTMENT ACCUMULATION PROGRAM

Distributions of interest and any principal or premium received by the Fund
will be paid in cash unless the Holder elects to have these distributions
reinvested without sales charge in The Corporate Fund Accumulation Program, Inc.
(the 'Program'). The Program is an open-end management investment company whose
investment objective is to obtain a high level of current income through
investment in a diversified portfolio consisting primarily of long-term debt
obligations of corporations with credit characteristics comparable to those of
securities in this Series of Corporate Income Fund. It should be noted, however,
that interest distributions to foreign Holders from this Program will be subject
to U.S. Federal income taxes, including withholding taxes. Holders participating
in the Program will be taxed on their reinvested distributions in the manner
described in Taxes even though distributions are automatically reinvested. For
more complete information about the Program, including charges and expenses,
return the enclosed form for a prospectus. Read it carefully before you decide
to participate. Notice of election to participate must be received by the
Trustee in writing at least ten days before the Record Day for the first
distribution to which the notice is to apply.

FUND EXPENSES

See Trustee's Annual Fee and Expenses under Investment Summary for
estimated annual Fund expenses; if actual expenses exceed the estimate, the
excess will be borne by the Fund. The annual fee solely for the Trustee's
services is $0.70 per $1,000 face amount of Debt Obligations, payable in monthly
installments. The Trustee also benefits when it holds cash for the Fund in
non-interest bearing accounts. Possible additional charges include Trustee fees
and expenses for extraordinary services, costs of indemnifying the Trustee and
the Sponsors to the extent permitted by law and the Indenture, costs of action
taken to protect the Fund and other legal fees and expenses, Fund termination
expenses and any governmental charges. The Trustee has a lien on Fund assets to
secure reimbursement of these amounts, and may sell Securities for this purpose.
The Sponsors receive an annual fee for Portfolio supervisory services at the
maximum stated under Investment Summary, based on the initial face amount in any
calendar year. While this may exceed their costs of providing these services to
the Fund, the total supervision fees from all Corporate Income Fund Series will
not exceed their costs for these services to all of those Series during any
calendar year. The Sponsors may also be reimbursed for their costs of providing
bookkeeping and administrative services to the Fund. The Trustees's, Sponsors'
and Evaluators fees may be adjusted for inflation without Holders' approval.

LOW COSTS

All expenses in establishing the Fund, including the cost of the initial
preparation and printing of documents relating to the Fund, cost of the initial
evaluation, the initial fees and expenses of the Trustee, legal expenses,
advertising and selling expenses and any other out-of-pocket expenses, will be
paid from the Underwriting Account at no charge to the Fund.

Sales charges on Defined Asset Funds range from under 1.0% to 5.5%. This
may be less than you might pay to buy a comparable mutual fund. Defined Asset
Funds have no 12b-1 or back-end load fees. These Funds can
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be a cost-effective way to purchase and hold investments. Annual operating
expenses are generally lower than for managed funds. Because Defined Funds have
no management fees, limited transaction costs and no ongoing marketing expenses,
operating expenses are generally less than 0.25% a year. When compounded
annually, small differences in expense ratios can make a big difference in
expenses.

_____FUND PERFORMANCE--Information on the performance of the Fund for various
periods, on the basis of changes in Unit price plus the amount of income and
principal distributions reinvested, may be included from time to time in
advertisements, sales literature, reports and other information furnished to
current or prospective investors. Total return figures are not averaged, and may
not reflect deduction of the sales charge, which would decrease the return.
Average annualized return figures reflect deduction of the maximum sales charge.
No provision is made for any income taxes payable.

_____Past performance may not be indicative of future results. The Fund is not
actively managed. Unit price and return fluctuate with the value of the Bonds in
the Portfolio, so there may be a gain or loss when Units are sold.

_____Fund performance may be compared to performance data from publications such
as Lipper Analytical Services, Inc., Morningstar Publications, Inc., Money
Magazine, The New York Times, U.S. News and World Report, Barron's Business
Week, CDA Investment Technology, Inc., Forbes Magazine or Fortune Magazine. As
with other performance data, performance comparisons should not be considered
representative of the Fund's relative performance for any future period.

EXCHANGE OPTION

Holders may exchange Units at a reduced sales charge for units of one or
more series of the types listed in Appendix C ('Exchange Funds'). This includes
the current maximum sales charge and exchange fee for each type of Exchange
Fund. (If units held less than five months are exchanged for a series with a
higher regular sales charge, the Holder will pay the difference between the
sales charges paid on the units exchanged and the regular sales charge for the
units acquired, if greater than the exchange fee.)

The current return from taxable fixed income securities is normally higher
than that available from tax exempt fixed income securities. Certain of the
Exchange Funds do not provide for periodic payments of interest and are best
suited for purchase by IRA's, Keogh plans, pension funds or other tax-deferred
retirement plans. Consequently, some of the Exchange Funds may be inappropriate
investments for some Holders. Appendix C lists certain characteristics of each
type of Exchange Fund which a Holder should consider in determining whether it
would be an appropriate investment and therefore an appropriate exchange for
Units of the Fund.

Holders of Exchange Funds can similarly exchange units of those funds for
Units of the Fund. However, units of series offered at a maximum applicable
sales charge below 3.50% of the public offering price (including certain series
of Exchange Funds listed in Appendix C) are not eligible for exchange except
that Holders may exchange Units of the Fund for Freddie Mac or Select Ten Series
during their initial offering periods. Holders of other registered unit
investment trusts originally offered at a maximum applicable sales charge of at
least 3.0% ('Conversion Trusts') may similarly acquire Units at the exchange
fee.

To make an exchange, a Holder should contact his financial professional to
find out what suitable Exchange Funds are available and to obtain a prospectus.
The Holder may only acquire units of an Exchange Fund in which the Sponsors
maintain a secondary market and which are lawfully available for sale in the
state where the Holder resides. Except for the sales charge, an exchange is like
any other purchase and sale of units in the secondary market. An exchange is a
taxable event normally requiring recognition of any gain or loss on the units
exchanged. However, the Internal Revenue Service may seek to disallow a loss if
the portfolio of the units acquired is not materially different from the
portfolio of the units exchanged; Holders should consult their own tax advisers.
If the proceeds of units exchanged is insufficient to acquire a whole number of
Exchange Fund units, the Holder may pay the difference in cash (not exceeding
the price of a single unit acquired).

As the Sponsors are not obligated to maintain a secondary market in any
series, there can be no assurance that units of a desired series will be
available for exchange. The Exchange Option may be amended or terminated by the
Sponsors at any time, without notice to Holders.

TAXES

The following discussion addresses only the tax consequences of Units held
as capital assets and does not address the tax consequences of Units held by
dealers, financial institutions or insurance companies.

In the opinion of Davis Polk & Wardwell, special counsel for the Sponsors,
under existing law:

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The Fund is not an association taxable as a corporation for Federal
income tax purposes, and income received by the Fund will be treated as the
income of the Holders in the manner set forth below.

Each Holder will be considered the owner of a pro rata portion of each
Debt Obligation in the Fund under the grantor trust rules of Sections
671-679 of the Internal Revenue Code of 1986, as amended (the 'Code'). In
order to determine the face amount of a Holder's pro rata portion of each
Debt Obligation on the Initial Date of Deposit, see Face Amount under
Portfolio. The total cost to a Holder of his Units, including sales
charges, is allocated to his pro rata portion of each Debt Obligation, in
proportion to the fair market values thereof on the date the Holder
purchases his Units, in order to determine his tax basis for his pro rata
portion of each Debt Obligation. In order for a Holder who purchases his
Units on the Initial Date of Deposit to determine the fair market value of
his pro rata portion of each Debt Obligation on such date, see Cost of
Securities to Fund under Portfolio.

Each Holder will be considered to have received the interest on his
pro rata portion of each Debt Obligation when interest on the Debt
Obligation is received by the Fund. An individual Holder who itemizes
deductions may deduct his pro rata share of fees and other expenses of the
Fund only to the extent that such amount together with the Holder's other
miscellaneous deductions exceeds 2% of his adjusted gross income.

If a Holder's tax cost for his pro rata portion of a Debt Obligation
exceeds the redemption price at maturity thereof (subject to certain
adjustments), the Holder will be considered to have purchased his pro rata
portion of the Debt Obligation at a 'bond premium'. The Holder may elect to
amortize the bond premium prior to the maturity of the Debt Obligation. The
amount amortized in any year should be applied to offset the Holder's
interest from the Debt Obligation and will result in a reduction of basis
for his pro rata portion of the Debt Obligation.

A Holder will recognize taxable gain or loss when all or part of his
pro rata portion of a Debt Obligation is disposed of by the Fund for an
amount greater or less than his adjusted tax basis. Any such taxable gain
or loss will be capital gain or loss, except that any gain from the
disposition of a Holder's pro rata portion of a Debt Obligation acquired by
the Holder at a 'market discount' (i.e., where the Holder's original cost
for his pro rata portion of the Debt Obligation is less than its stated
redemption price at maturity) will be treated as ordinary income to the
extent the gain does not exceed the accrued market discount. Capital gains
are generally taxed at the same rate as ordinary income. However, the
excess of net long-term capital gains over net short-term capital losses
may be taxed at a lower rate than ordinary income for certain non-corporate
taxpayers. A capital gain or loss is long-term if the asset is held for
more than one year and short-term if held for one year or less. The
deduction of capital losses is subject to limitations. A Holder will also
be considered to have disposed of all or part of his pro rata portion of
each Debt Obligation when he sells or redeems all or some of his Units.

Under the income tax laws of the State and City of New York, the Fund
is not an association taxable as a corporation and income received by the
Fund will be treated as the income of the Holders in the same manner as for
Federal income tax purposes.

Notwithstanding the foregoing, a Holder who is a non-resident alien
individual or a foreign corporation (a 'Foreign Holder') will generally not
be subject to U.S. Federal income taxes, including withholding taxes, on
the interest income on, or any gain from the sale or other disposition of,
his pro rata portion of any Debt Obligation provided that (i) the interest
income or gain is not effectively connected with the conduct by the Foreign
Holder of a trade or business within the United States, (ii) if the
interest is United States source income (which is the case on most Debt
Obligations issued by United States issuers), the Foreign Holder does not
own, actually or constructively, 10% or more of the total combined voting
power of all classes of voting stock of the issuer of the Debt Obligation
and is not a controlled foreign corporation related (within the meaning of
Section 864 (d)(4) of the Code) to the issuer of the Debt Obligation, (iii)
with respect to any gain, the Foreign Holder (if an individual) is not
present in the United States for 183 days or more during the taxable year
and (iv) the Foreign Holder provides the required certification of his
status and of certain other matters. Withholding agents will file with the
Internal Revenue Service foreign person information returns with respect to
such interest payments accompanied by such certifications. Foreign Holders
should consult their own tax advisers with respect to United States Federal
income tax consequences of ownership of Units.

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Holders will be taxed in the manner described above regardless of
whether distributions from the Fund are actually received by the Holder or
are automatically reinvested pursuant to the investment accumulation
program. (See Administration of the Fund--Investment Accumulation Program).

The foregoing discussion relates only to United States Federal and
certain aspects of New York State and City income taxes. Holders may be
subject to taxation in New York or in other jurisdictions (including a
Foreign Holder's country of residence) and should consult their own tax
advisers in this regard.

* * *

Neither the Sponsors nor Davis Polk & Wardwell has made or will make a
review of the facts and circumstances relating to the issuance of any Debt
Obligation. To the best knowledge of the Sponsors, each Debt Obligation will be
treated as debt for tax purposes by the respective issuers. The Internal Revenue
Service, however, is not bound by an issuer's treatment and may take the
position that a Debt Obligation has more equity than debt features and,
accordingly, should be treated as equity. In the event of such a
recharacterization, a withholding tax at the statutory rate of 30% (or a lesser
treaty rate) would apply on distributions to Foreign Holders in respect of that
Debt Obligation.

After the end of each calendar year, the Trustee will furnish to each
Holder an annual statement containing information relating to the interest
received by the Fund on the Debt Obligations, the gross proceeds received by the
Fund from the disposition of any Debt Obligation (resulting from redemption or
payment at maturity of any Debt Obligation or the sale by the Fund of any Debt
Obligation), and the fees and expenses paid by the Fund. The Trustee will also
furnish annual information returns to each Holder and to the Internal Revenue
Service.

ADMINISTRATION OF THE FUND

RECORDS

The Trustee keeps a register of the names, addresses and holdings of all
Holders. The Trustee also keeps records of the transactions of the Fund,
including a current list of the Securities and a copy of the Indenture, which
may be inspected by Holders at reasonable times during business hours.

REPORTS TO HOLDERS

With each distribution, the Trustee includes a statement of the interest
and any other receipts being distributed. Within five days after deposit of Debt
Obligations in exchange or substitution for Debt Obligations (or contracts)
previously deposited, the Trustee will send a notice to each Holder, identifying
both the Debt Obligations removed and the Replacement Securities deposited. The
Trustee sends each record Holder an annual report summarizing transactions in
the Fund's accounts and amounts distributed during the year and Securities held,
number of Units outstanding and Redemption Price at year end, among other
matters. Holders may obtain copies of Securities evaluations from the Trustee to
enable them to comply with Federal and state tax reporting requirements. Fund
accounts are audited annually by independent accountants selected by the
Sponsors; audited financial statements are available on request.

TRUST INDENTURE

The Fund is a 'unit investment trust' created under New York law by a Trust
Indenture (the 'Indenture') among the Sponsors, the Trustee and the Evaluator.
This Prospectus summarizes various provisions of the Indenture, but each
statement herein is qualified in its entirety by reference to the Indenture.

The Indenture may be amended by the Sponsors and the Trustee, without
consent by Holders: (a) to cure ambiguities or to correct or supplement any
defective or inconsistent provision, (b) to make any amendment required by the
SEC or other governmental agency, or (c) to make any other change not materially
adverse to the interest of Holders (as determined in good faith by the
Sponsors). The Indenture may also be amended upon consent of Holders of 51% of
the Units. No amendment may reduce the interest of any Holder in the Fund
without the Holder's consent or reduce the percentage of Units required to
consent to any amendment without unanimous consent of Holders. Holders will be
notified on the substance of any amendment.

The Fund will be terminated, and any remaining Securities sold, no later
than the mandatory termination date specified in Investment Summary. It will
terminate earlier upon the disposition of the last Security, upon direction of
the Sponsors if total assets are below the minimum value specified in Investment
Summary or upon consent of Holders of 51% of the Units. The Trustee will notify
each Holder in writing within a reasonable time before termination, specifying
when Certificates should be surrendered. After termination, the Trustee will
sell
18
<PAGE>
<PAGE>
any remaining Securities and distribute (by check mailed to the Holder) each
Holder's pro rata interest in the Fund, net of any unpaid fees, taxes,
governmental and other charges and subject to surrender of any outstanding
Certificate by the Holder.

Merrill Lynch, Pierce, Fenner & Smith Incorporated has been appointed as
Agent for the Sponsors by the other Sponsors.

The Trustee may resign upon notice to the Sponsors; it may be removed by
direction of Holders of 51% of the Units at any time or by the Sponsors without
consent of Holders if it becomes incapable of acting or bankrupt, its affairs
are taken over by public authorities, or if for any reason the Sponsors
determine in good faith that its replacement is in the best interest of the
Holders. The Evaluator may resign or be removed by the Sponsors and the Trustee
without consent of Holders. The resignation or removal of either becomes
effective upon acceptance of appointment by a successor; in this case, the
Sponsors (and the Trustee in the case of a successor Evaluator) will use their
best efforts to appoint a successor promptly; however, if upon resignation no
successor has accepted appointment within 30 days after notification, the
resigning Trustee or Evaluator may apply to a court of competent jurisdiction to
appoint a successor.

Any Sponsor may resign if one remaining Sponsor maintains a net worth of
$2,000,000 and is agreeable to the resignation. A new Sponsor may be appointed
by the remaining Sponsors and the Trustee to assume the duties of the resigning
Sponsor. If there is only one Sponsor and it fails to perform its duties or
becomes incapable of acting or bankrupt or its affairs are taken over by public
authorities, the Trustee may (a) appoint a successor Sponsor at rates of
compensation deemed by the Trustee to be reasonable and not exceeding amounts
prescribed by the SEC, or (b) terminate the Indenture and liquidate the Fund or
(c) continue to act as Trustee without terminating the Indenture.

The Sponsors, the Trustee and the Evaluator are not liable to any other
party (including Holders) for any act or omission in the conduct of their
responsibilities absent bad faith, willful misfeasance, negligence (gross
negligence in the case of a Sponsor) or reckless disregard of duty. The Trustee
will not be personally liable for taxes or other governmental charges with
respect to the Securities or interest thereon. The Indenture contains other
customary provisions limiting liability of the Trustee.

MISCELLANEOUS

TRUSTEE

The Trustee and its address are named on the back cover of the Prospectus.
The Trustee is subject to supervision by the FDIC, the Board of Governors of the
Federal Reserve System and either the Comptroller of the Currency or state
banking authorities.

LEGAL OPINION

The legality of the Units has been passed upon by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017, as special counsel for the
Sponsors.

AUDITORS

The Statement of Condition in Part A was audited by Deloitte & Touche LLP,
independent accountants, as stated in their opinion. It is included in reliance
upon that opinion given on the authority of that firm as experts in accounting
and auditing.

SPONSORS

Each Sponsor is a Delaware corporation and is engaged directly or
indirectly in the investment advisory business, and in the underwriting,
securities and commodities brokerage business, and is a member of the New York
Stock Exchange, Inc., other major securities exchanges and commodity exchanges,
and the National Association of Securities Dealers, Inc. Merrill Lynch, Pierce,
Fenner & Smith Incorporated is a wholly-owned subsidiary of Merrill Lynch & Co.,
Inc. Smith Barney Inc. is an indirect wholly-owned subsidiary of The Travelers
Inc. Prudential Securities Incorporated is an indirectly wholly-owned subsidiary
of the Prudential Insurance Company of America. Dean Witter Reynolds Inc. is the
principal operating subsidiary of Dean Witter, Discover & Co. PaineWebber
Incorporated is a wholly-owned subsidiary of PaineWebber Group Inc. Each
Sponsor, or one of its predecessor corporations, has acted as Sponsor of a
number of series of unit investment trusts. Each Sponsor has acted as principal
underwriter and managing underwriter of other investment companies. The
Sponsors, in addition to participating as members of various selling groups or
as agents of other investment companies, execute orders on behalf of investment
companies for the purchase and sale of securities of these companies and sell
securities to these companies in their capacities as brokers or dealers in
securities.

19
<PAGE>
<PAGE>
PUBLIC DISTRIBUTION

On the Initial Date of Deposit, the Sponsors, acting as managers for the
underwriters ('Underwriters') named under Underwriting Account, deposited the
Debt Obligations listed under Portfolio (or purchase contracts for these
Securities together with a letter of credit to complete the purchase), in
exchange for Units representing the entire ownership of the Fund.

During the initial offering period Units will be distributed to the public
at the Public Offering Price through the Underwriting Account and dealers. The
initial offering period is 30 days or less if all Units are sold. If some Units
initially offered have not been sold, the Sponsors may extend the initial
offering period for up to four additional successive 30-day periods. Upon the
completion of the initial offering, Units which remain unsold or were
repurchased may be offered by this Prospectus at the secondary market Public
Offering Price.

The Sponsors intend to qualify Units for sale in all states in which
qualification is deemed necessary through the Underwriting Account and by
dealers who are members of the National Association of Securities Dealers, Inc.
The Sponsors do not intend to qualify Units for sale in any foreign countries
and this Prospectus does not constitute an offer to sell Units in any country
where Units cannot lawfully be sold. Sales to dealers and to introducing
dealers, if any, will initially be made at prices which represent a concession
of the applicable rate specified in Appendix B, but the Agent for the Sponsors
reserves the right to change the rate of the concession to dealers and the
concession to introducing dealers from time to time. Any dealer or introducing
dealer may reallow a concession up to the concession to dealers.

UNDERWRITERS' AND SPONSORS' PROFITS

Upon sale of the Units, the Underwriters will receive sales charges at the
rates listed in Appendix B. The Sponsors also realized the profit or loss on
deposit of the Securities stated in Investment Summary. This is the difference
between the cost of the Securities to the Fund (based on the offer side
evaluation of the Securities on the Initial Date of Deposit) and the Sponsors'
cost of the Securities. On each subsequent deposit of Securities with respect to
the sale of additional Units to the public, the Sponsors may also realize a
profit or loss. The amount of any additional fees received in connection with
the direct placement of certain Debt Obligations deposited in the Portfolio is
also stated in Investment Summary. In addition, a Sponsor or Underwriter may
realize profits or sustain losses on Debt Obligations it deposits in the Fund
which were acquired from underwriting syndicates of which it was a member.
During the initial offering period the Underwriting Account also may realize
profits or sustain losses as a result of fluctuations after the Initial Date of
Deposit in the Public Offering Price of the Units (see Investment Summary). In
maintaining a secondary market for Units (see Market for Units), 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
these Units (which include the sales charge) or the prices at which they redeem
the Units. Cash, if any, made available by buyers of Units to the Sponsors prior
to a settlement date for the purchase of Units may be used in the Sponsors'
businesses to the extent permitted by Rule 15c3-3 under the Securities Exchange
Act of 1934 and may be of benefit to the Sponsors.

DEFINED ASSET FUNDS

Each Sponsor (or a predecessor) has acted as Sponsor of various series of
Defined Asset Funds. A subsidiary of Merrill Lynch, Pierce, Fenner & Smith
Incorporated succeeded in 1970 to the business of Goodbody & Co., which had been
a co-Sponsor of Defined Asset Funds since 1964. That subsidiary resigned as
Sponsor of each of the Goodbody series in 1971. Merrill Lynch, Pierce, Fenner &
Smith Incorporated has been co-Sponsor and the Agent for the Sponsors of each
series of Defined Asset Funds created since 1971. Shearson Lehman Brothers Inc.
('Shearson') and certain of its predecessors were underwriters beginning in 1962
and co-Sponsors from 1965 to 1967 and from 1980 to 1993 of various Defined Asset
Funds. As a result of the acquisition of certain of Shearson's assets by Smith
Barney, Harris Upham & Co. Incorporated and The Travelers Inc. (formerly
Primerica Corporation), Smith Barney Inc. now serves as co-Sponsor of various
Defined Asset Funds. Prudential Securities Incorporated and its predecessors
have been underwriters of Defined Asset Funds since 1961 and co-Sponsors since
1964, in which year its predecessor became successor co-Sponsor to the original
Sponsor. Dean Witter Reynolds Inc. and its predecessors have been underwriters
of various Defined Asset Funds since 1964 and co-Sponsors since 1974.
PaineWebber Incorporated and its predecessor have co-Sponsored certain Defined
Asset Funds since 1983.

The Sponsors have maintained secondary markets in Defined Asset Funds for
over 20 years. For decades informed investors have purchased unit investment
trusts for dependability and professional selection of investments. Defined
Asset Funds offers an array of simple and convenient investment choices, suited
to fit a wide variety of personal financial goals--a buy and hold strategy for
capital accumulation, such as for children's
20
<PAGE>
<PAGE>
education or a nest egg for retirement, or attractive, regular current income
consistent with relative protection of capital. There are Defined Funds to meet
the needs of just about any investor. Unit investment trusts are particularly
suited for the many investors who prefer to seek long-term profits by purchasing
sound investments and holding them, rather than through active trading. Few
individuals have the knowledge, resources or capital to buy and hold a
diversified portfolio on their own; it would generally take a considerable sum
of money to obtain the breadth and diversity offered by Defined Funds. Sometimes
it takes a combination of Defined Funds to plan for your objectives.

One of the most important investment decisions an investor faces may be how
to allocate his investments among asset classes. Diversification among different
kinds of investments can balance the risks and rewards of each one. Most
investment experts recommend stocks for long-term capital growth. Long-term
corporate bonds offer relatively high rates of interest income. By purchasing
both defined equity and defined bond funds, investors can receive attractive
current income, as well as growth potential, offering some protection against
inflation.

The following chart shows the average annual compounded rate of return of
selected asset classes over the 10-year and 20-year periods ending December 31,
1993, compared to the rate of inflation over the same periods. Of course, this
chart represents past performance of these investment categories and there is no
guarantee of future results, either of these categories or of Defined Funds.
Defined Funds also have sales charges and expenses, which are not reflected in
the chart.

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Stocks (S&P 500)
20 yr. 12.76%
10 yr. 14.94%
Small-company stocks
20 yr. 18.82%
10 yr. 9.96%
Long-term corporate bonds
20 yr. 10.16%
10 yr. 14.00%
U.S. Treasury bills (short-term)
20 yr. 7.49%
10 yr. 6.35%
Consumer Price Index
20 yr. 5.92%
10 yr. 3.73%
0 2 4 6 8 10 12 14 16 18 20 %
</TABLE>

Source: Ibbotson Associates (Chicago)
Used with permission. All rights reserved.

Instead of having to select individual securities on their own, purchasers
of Defined Funds benefit from the expertise of Defined Asset Funds' experienced
buyers and research analysts. In addition, they gain the advantage of
diversification by investing in units of a Defined Fund holding securities of
several different issuers. Such diversification reduces risk, but does not
eliminate it. While the portfolio of managed funds, such as mutual funds,
continually changes, defined bond funds offer a defined portfolio and a schedule
of income distributions defined in the prospectus. Investors know, generally,
when they buy, the issuers, maturities, call dates and ratings of the securities
in the portfolio. Of course, the portfolio may change somewhat over time as
additional securities are deposited, as securities mature or are called or
redeemed or as they are sold to meet redemptions and in the limited other
circumstances. Investors buy bonds for dependability--they know what they can
expect to earn and that principal is distributed as the bonds mature. Investors
also know at the time of purchase their
21
<PAGE>
<PAGE>
estimated income and current and long-term returns, subject to credit and market
risks and to changes in the portfolio or the fund's expenses.

Defined Asset Funds offers a variety of fund types. The tax exemption for
municipal bonds, which makes them attractive to high-bracket taxpayers, is
offered by Defined Municipal Investment Trust Funds. Defined Municipal
Investment Trust Funds have provided investors with tax-free income for more
than 30 years. Municipal Defined Funds offer a simple and convenient way for
investors to earn monthly income free from regular Federal income tax. Defined
Corporate Income Funds, with higher current returns than municipal or government
funds, are suitable for Individual Retirement Accounts and other tax-advantaged
accounts and provide investors a simple and convenient way to earn monthly
income. Defined Government Securities Income Funds provide a way to participate
in markets for U.S. government securities while earning an attractive current
return. Defined International Bond Funds, invested in bonds payable in foreign
currencies, offer a potential to profit from changes in currency values and
possibly from interest rates higher than paid on comparable U.S. bonds, but
investors incur a higher risk for these potentially greater returns.
Historically, stocks have offered growth of capital, and thus some protection
against inflation, over the long term. Defined Equity Income Funds offer
participation in the stock market, providing current income as well as the
possibility of capital appreciation. The S&P Index Trusts offer a convenient and
inexpensive way to participate in broad market movements. Concept Series seek to
capitalize on selected anticipated economic, political or business trends.
Utility Stock Series, consisting of stocks of issuers with established
reputations for regular cash dividends, seek to benefit from dividend increases.
Select Ten Portfolios seek total return by investing for one year in the ten
highest yielding stocks on a designated stock index.

22
<PAGE>
<PAGE>
APPENDIX A

DESCRIPTION OF RATINGS (AS DESCRIBED BY THE RATING COMPANIES THEMSELVES)

STANDARD & POOR'S RATINGS GROUP, A DIVISION OF MCGRAW HILL, INC.

A Standard & Poor's rating on the units of an investment trust (hereinafter
referred to collectively as 'units' and 'funds') is a current assessment of
creditworthiness with respect to the investments held by the fund. This
assessment takes into consideration the financial capacity of the issuers and of
any guarantors, insurers, lessees, or mortgagors with respect to such
investments. The assessment, however, does not take into account the extent to
which fund expenses will reduce payment to the Holder of the interest and
principal required to be paid on portfolio assets. In addition, the rating is
not a recommendation to purchase, sell, or hold units, as the rating does not
comment as to market price of the units or suitability for a particular
investor.

AAA--Units rated AAA represent interests in funds composed exclusively of
securities that, together with their credit support, are rated AAA by Standard &
Poor's and/or certain short-term investments. This AAA rating is the highest
rating assigned by Standard & Poor's to a security. Capacity to pay interest and
repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay
principal, and differs from the highest rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC--Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

The ratings may be modified by the addition of a plus or minus sign to show
relative standing within the major rating categories.

A provisional rating, indicated by 'p' following a rating, assumes the
successful completion of the project being financed by the issuance of the debt
being rated and indicates that payment of debt service requirements is largely
or entirely dependent upon the successful and timely completion of the project.
This rating, however, while addressing credit quality subsequent to completion
of the project, makes no comment on the likelihood of, or the risk of default
upon failure of, such completion.

MOODY'S INVESTORS SERVICE INC.

Aaa--Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
'gilt edge'. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.

A--Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa--Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not
a-1
<PAGE>
<PAGE>
well safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Rating symbols may include numerical modifiers 1, 2 or 3. The numerical
modifier 1 indicates that the security ranks at the high end, 2 in the
mid-range, and 3 nearer the low end, of the generic category. These modifiers of
rating symbols are to give investors a more precise indication of relative debt
quality in each of the historically defined categories.

Conditional ratings, indicated by 'Con.', are sometimes given when the
security for the bond depends upon the completion of some act or the fulfillment
of some condition. Such bonds are given a conditional rating that denotes their
probable credit stature upon completion of that act or fulfillment of that
condition.

FITCH INVESTORS SERVICES, INC.

AAA--These bonds are considered to be investment grade and of the
highest quality. The obligor has an extraordinary ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA--These bonds are considered to be investment grade and of high
quality. The obligor's ability to pay interest and repay principal, which very
strong, is somewhat less than for AAA rated securities or more subject to
possible change over the term of the issue.

A--These bonds are considered to be investment grade and of good
quality. The obligor's ability to pay interest and repay principal is considered
to be strong, but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

BBB--These bonds are considered to be investment grade and of
satisfactory quality. The obligor's ability to pay interest and repay principal
is considered to be adequate. Adverse changes in economic conditions and
circumstances, however are more likely to weaken this ability than bonds with
higher ratings.

A '+' or a ' sign after a rating symbol indicates relative standing in
its rating.

DUFF & PHELPS CREDIT RATING CO.

AAA--Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

AA--High credit quality. Protection factors are strong. Risk is modest
but may vary slightly from time to time because of economic stress.

A--Protection factors are average but adequate. However, risk factors
are more variable and greater in periods of economic stress.

A '+' or a ' sign after a rating symbol indicates relative standing in
its rating.

a-2
<PAGE>
<PAGE>
APPENDIX B

INITIAL OFFERING SALES CHARGE SCHEDULE

<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
---------------------------------
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS PRIMARY MARKET
OFFER SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC CONCESSION TO
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE INTRODUCING DEALERS
- ------------------------------------------- ----------------- ------------- -------------------- -------------------

MONTHLY PAYMENT SERIES, INSURED SERIES:

INTERMEDIATE SERIES:

SECONDARY MARKET SALES CHARGE SCHEDULE

MONTHLY PAYMENT SERIES, INSURED SERIES:
<TABLE>
<CAPTION>
SALES CHARGE
(GROSS UNDERWRITING PROFIT)
<S> <C> <C> <C>
--------------------------------

<CAPTION>
AS PERCENT OF AS PERCENT OF DEALER CONCESSION AS
BID SIDE PUBLIC NET AMOUNT PERCENT OF PUBLIC
NUMBER OF UNITS OFFERING PRICE INVESTED OFFERING PRICE
--------------- ------------- --------------------
<S> <C> <C> <C>
Less than 250......................................... 5.50% 5.820% 3.575%
250 - 499............................................. 4.50 4.712 2.925
500 - 749............................................. 3.50 3.627 2.275
750 - 999............................................. 2.50 2.564 1.625
1,000 or more......................................... 2.00 2.041 1.300
</TABLE>

INTERMEDIATE SERIES:

b-1
<PAGE>
<PAGE>
APPENDIX C

EXCHANGE FUNDS
<TABLE>
<CAPTION>
MAXIMUM REDUCED
NAME OF APPLICABLE SALES CHARGE FOR
EXCHANGE FUND SALES CHARGE(A) SECONDARY MARKET(B)
<S> <C> <C>
DEFINED ASSET FUNDS--
GOVERNMENT SECURITIES INCOME FUND
GNMA Series (other than those below) 4.25% $15 per unit
GNMA Series E or other GNMA Series having 4.25% $15 per 1,000 units
units with an initial face value of $1.00
Freddie Mac Series 3.50% $15 per 1,000 units
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT
TRUST FUND
Monthly Payment, State and Multistate Series 5.50%(c) $15 per unit
Intermediate Term Series 4.50%(c) $15 per unit
Insured Series 5.50%(c) $15 per unit
AMT Monthly Payment Series 5.50%(c) $15 per unit
DEFINED ASSET FUNDS--MUNICIPAL INCOME FUND
Insured Discount Series 5.50%(c) $15 per unit
DEFINED ASSET FUNDS--
CORPORATE INCOME FUND
Monthly Payment Series 5.50% $15 per unit
Intermediate Term Series 4.75% $15 per unit
Cash or Accretion Bond Series and SELECT 3.50% $15 per 1,000 units
Series
Select High Yield Series 5.50% $15 per unit
Insured Series 5.50% $15 per unit
DEFINED ASSET FUNDS--
INTERNATIONAL BOND FUND
Multi-Currency Series 3.75% $15 per unit
Australian and New Zealand Dollar Bonds 3.75% $15 per unit
Series
Australian Dollar Bonds Series 3.75% $15 per unit
Canadian Dollar Bonds Series 3.50% $15 per unit
DEFINED ASSET FUNDS--EQUITY INCOME FUND
Utility Common Stock Series 4.50% $15 per 1,000 units(d)
Concept Series 4.00% $15 per 100 units
Select Ten Portfolios 2.75% $17.50 per 1,000 units
(domestic and international)

NAME OF INVESTMENT
EXCHANGE FUND CHARACTERISTICS
<S> <C>
DEFINED ASSET FUNDS--
GOVERNMENT SECURITIES INCOME FUND
GNMA Series (other than those below) long-term, fixed rate, taxable income,
underlying securities backed by the
full faith and credit of the United
States
GNMA Series E or other GNMA Series having long-term, fixed rate, taxable income,
units with an initial face value of $1.00 underlying securities backed by the
full faith and credit of the United
States, appropriate for IRA's or
tax-deferred retirement plans
Freddie Mac Series intermediate term, fixed rate, taxable
income, underlying securities are
backed by Federal Home Loan Mortgage
Corporation but not by U.S. Government
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT
TRUST FUND
Monthly Payment, State and Multistate Series long-term, fixed rate, tax-exempt
income
Intermediate Term Series intermediate-term, fixed rate,
tax-exempt income
Insured Series long-term, fixed rate, tax-exempt
income, underlying securities insured
by insurance companies
AMT Monthly Payment Series long-term, fixed rate, income exempt
from regular federal income tax but
partially subject to Alternative
Minimum Tax
DEFINED ASSET FUNDS--MUNICIPAL INCOME FUND
Insured Discount Series long-term, fixed rate insured,
tax-exempt income, taxable capital
gains
DEFINED ASSET FUNDS--
CORPORATE INCOME FUND
Monthly Payment Series long-term, fixed rate, taxable income
Intermediate Term Series intermediate-term, fixed rate, taxable
income
Cash or Accretion Bond Series and SELECT intermediate-term, fixed rate,
Series underlying securities composed of
collateralized compound interest
obligations, taxable income,
appropriate for IRA's or tax-deferred
retirement plans
Select High Yield Series non-investment grade intermediate and
long-term, fixed rate, taxable income
Insured Series long-term, fixed-rate, taxable income,
underlying securities are insured.
DEFINED ASSET FUNDS--
INTERNATIONAL BOND FUND
Multi-Currency Series intermediate-term, fixed rate, payable
in foreign currencies, taxable income
Australian and New Zealand Dollar Bonds intermediate-term, fixed rate, payable
Series in Australian and New Zealand dollars,
taxable income
Australian Dollar Bonds Series intermediate-term, fixed rate, payable
in Australian dollars, taxable income
Canadian Dollar Bonds Series short intermediate term, fixed rate,
payable in Canadian dollars, taxable
income
DEFINED ASSET FUNDS--EQUITY INCOME FUND
Utility Common Stock Series dividends, taxable income, underlying
securities are common stocks of public
utilities
Concept Series underlying securities constitute a
professionally selected portfolio of
common stocks consistent with an
investment idea or concept
Select Ten Portfolios 10 highest dividend yielding stocks in
(domestic and international) a designated stock index; seeks higher
total return than that stock index;
terminates after one year
</TABLE>

- ----------------------
(a) As described in the prospectuses relating to certain Exchange Funds, this
sales charge for secondary market sales may be reduced on a graduated scale
in the case of quantity purchases.
(b) The reduced sales charge for Units acquired during their initial offering
period is: $20 per unit for Series for which the Reduced Sales Charge for
Secondary Market (above) is $15 per unit; $20 per 100 units for Series for
which the Reduced Sales Charge for Secondary Market is $15 per 100 units
and $20 per 1,000 units for Series for which the Reduced Sales Charge for
Secondary Market is $15 per 1,000 units.
(c) Subject to reduction depending on the maturities of the underlying
Securities.
(d) The reduced sales charge for the Sixth Utility Common Stock Series of The
Equity Income Fund is $15 per 2,000 units and for prior Utility Common
Stock Series is $7.50 per unit.

c-1
<PAGE>
<PAGE>

(This page has been left blank intentionally.)
<PAGE>
<PAGE>

Defined
Asset FundsSM

Sponsors: Corporate Income Fund
Merrill Lynch, Intermediate Term Series -- 51
Pierce, Fenner & Prospectus
Smith Incorporated
Unit Investment
Trusts
P.O. Box 9051
Princeton, N.J.
08543-9051
(609) 282-8500
This Prospectus does not contain all of the information
with respect to the investment company set forth in its
registration
Smith Barney Inc. statement and exhibits relating thereto which have been
Unit Trust filed with the Securities and Exchange Commission,
Department Washington, D.C. under the Securities Act of 1933 and the
388 Greenwich Investment Company Act of 1940, and to which reference is
Street--23rd Floor hereby made.
New York, N.Y. 10013
1-800-223-2532
PaineWebber
Incorporated
1200 Harbor No person is authorized to give any information or to
Boulevard make any representations with respect to this investment
Weehawken, N.J. company not contained in this Prospectus; and any
07087 information or representation not contained herein must
(201) 902-3000 not be relied upon
Prudential as having been authorized. This Prospectus does not
Securities constitute an offer to sell, or a solicitation of an
Incorporated offer to buy, securities in any state to any person to
One Seaport Plaza whom it is not lawful to make such offer in such state.
199 Water Street
New York, N.Y. 10292
(212) 776-1000
Dean Witter Reynolds
Inc.
Two World Trade
Center--59th Floor
New York, N.Y. 10048
(212) 392-2222
Evaluator:
Interactive Data
Services, Inc.
14 Wall Street
New York, N.Y. 10005
Independent
Accountants:
Deloitte & Touche
LLP
2 World Financial
Center--9th Floor
New York, N.Y.
10281-1414
Trustee:
The Chase Manhattan
Bank, N.A.
Unit Trust
Department
Box 2051
New York, N.Y. 10048
1-800-323-1508
15029-12/94

<PAGE>
<PAGE>
PART II
Additional Information Not Included in the Prospectus

<TABLE>
<CAPTION>
A. The following information relating to the Depositors is incorporated by reference to the SEC
filings indicated and made a part of this Registration Statement.
<C> <S> <C>
SEC FILE OR
IDENTIFICATION NUMBER
----------------------------
I. Bonding Arrangements and Date of Organization of the Depositors
filed pursuant to Items A and B of Part II of the Registration
Statement on Form S-6 under the Securities Act of 1933:
Merrill Lynch, Pierce, Fenner & Smith Incorporated............. 2-52691
Prudential Securities Incorporated............................. 2-61418
Smith Barney Inc............................................... 33-29106
Dean Witter Reynolds Inc....................................... 2-60599
PaineWebber Incorporated....................................... 2-87965
II. Information as to Officers and Directors of the Depositors filed
pursuant to Schedules A and D of Form BD under Rules 15b1-1 and
15b3-1 of the Securities Exchange Act of 1934:
Merrill Lynch, Pierce, Fenner & Smith Incorporated............. 8-7221
Prudential Securities Incorporated............................. 8-27154
Smith Barney Inc............................................... 8-8177
Dean Witter Reynolds Inc....................................... 8-14172
PaineWebber Incorporated....................................... 8-16267
III. Charter documents of the Depositors filed as Exhibits to the
Registration Statement on Form S-6 under the Securities Act of
1933 (Charter, By-Laws):
Merrill Lynch, Pierce, Fenner & Smith Incorporated............. 2-73866, 2-77549
Prudential Securities Incorporated............................. 2-86941, 2-86941
Smith Barney Inc............................................... 33-20499
Dean Witter Reynolds Inc....................................... 2-60599, 2-86941
PaineWebber Incorporated....................................... 2-87965, 2-87965
B. The Internal Revenue Service Employer Identification Numbers of the Sponsors and Trustee are
as
follows:
Merrill Lynch, Pierce, Fenner & Smith Incorporated............. 13-5674085
Prudential Securities Incorporated............................. 22-2347336
Smith Barney Inc............................................... 13-1912900
Dean Witter Reynolds Inc....................................... 94-1671384
PaineWebber Incorporated....................................... 13-2638166
The Chase Manhattan Bank, N.A., Trustee........................ 13-2633612
</TABLE>

II-1
<PAGE>
<PAGE>
SERIES OF CORPORATE INCOME FUND
AND MUNICIPAL INVESTMENT TRUST FUND
DESIGNATED PURSUANT TO RULE 487 UNDER THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
SEC
SERIES NUMBER FILE NUMBER
<S> <C>
Corporate Income Fund, Two Hundred Thirteenth Monthly Payment Series.................... 2-96642
Municipal Investment Trust Fund, Four Hundred Thirty-Eighth Monthly Payment Series...... 33-16561
Municipal Investment Trust Fund, Multistate Series 6E................................... 33-29412
Municipal Investment Trust Fund, Multistate Series-48................................... 33-50247
</TABLE>

CONTENTS OF REGISTRATION STATEMENT

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 The Corporate Income Fund, One Hundred Eighty-Fifth Monthly Payment
Series, 1933 Act File No. 2-88230).

The Prospectus.

Additional Information not included in the Prospectus (Part II). Consent
of independent accountants.

The following exhibits:

<TABLE>
<S> <C> <C>
1.1 -- Form of Trust Indenture (incorporated by reference to Exhibit 1.1 to the Registration
Statement of The Corporate Income Fund, Intermediate Term Series-48, 1933 Act File
No. 33-50241).
1.1.1 -- Form of Standard Terms and Conditions of Trust Effective October 21, 1993
(incorporated by reference to Exhibit 1.1.1 to the Registration Statement of
Municipal Investment Trust Fund, Monthly Payment Series-533, 1933 Act File No.
33-50121).
1.2 -- Form of Master Agreement Among Underwriters (incorporated by reference to Exhibit 1.2
to the Registration Statement of The Corporate Income Fund, One Hundred Ninety-Fourth
Monthly Payment Series, 1933 Act File No. 2-90925).
2.1 -- Form of Certificate of Beneficial Interest (included in Exhibit 1.1.1).
3.1 -- Opinion of counsel as to the legality of the securities being issued including their
consent to the
use of their name under the headings 'Taxes' and 'Miscellaneous--Legal Opinion' in
the
Prospectus.
4.1 -- Consent of the Evaluator.
5.1 -- Consent of Independent Accountants
</TABLE>

R-1
<PAGE>
<PAGE>
SIGNATURES

The registrant hereby identifies the series numbers of Corporate Income
Fund and Municipal Investment Trust Fund listed on page R-1 for the purposes of
the representations required by Rule 487 and represents the following:
1) That the portfolio securities deposited in the series as to which this
registration statement is being filed do not differ materially in type
or quality from those deposited in such previous series;

2) That, except to the extent necessary to identify the specific portfolio
securities deposited in, and to provide essential information for, the
series with respect to which this registration statement is being filed,
this registration statement does not contain disclosures that differ in
any material respect from those contained in the registration statements
for such previous series as to which the effective date was determined
by the Commission or the staff; and

3) That it has complied with Rule 460 under the Securities Act of 1933.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 7TH DAY OF
DECEMBER, 1994.

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 in 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 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 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 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 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>
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney have been filed under Form
the Board of Directors of Merrill Lynch, Pierce, SE and the following 1933 Act File Numbers:
Fenner & Smith Incorporated: 33-43466 and 33-51607
</TABLE>

HERBERT M. ALLISON, JR.
BARRY S. FREIDBERG
EDWARD L. GOLDBERG
STEPHEN L. HAMMERMAN
JEROME P. KENNEY
DAVID H. KOMANSKY
DANIEL T. NAPOLI
THOMAS H. PATRICK
JOHN L. STEFFENS
DANIEL P. TULLY
ROGER M. VASEY
ARTHUR H. ZEIKEL

ERNEST V. FABIO
------------------------------
By: ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)

R-3
<PAGE>
<PAGE>
PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

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

ALAN D. HOGAN
HOWARD A. KNIGHT
GEORGE A. MURRAY
LELAND B. PATON
HARDWICK SIMMONS

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

R-4
<PAGE>
<PAGE>
SMITH BARNEY INC.
DEPOSITOR

<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney have been filed under the
the Board of Directors of Smith Barney Inc.: following 1933 Act File Numbers: 33-56722
and 33-51999
</TABLE>

STEVEN D. BLACK
JAMES BOSHART III
ROBERT A. CASE
JAMES DIMON
ROBERT DRUSKIN
ROBERT F. GREENHILT
JEFFREY LANE
ROBERT H. LESSIN
JACK L. RIVKIN
GINA LEMON
------------------------
By: GINA LEMON
(As authorized signatory for
Smith Barney Inc. and
Attorney-in-fact for the persons listed above)

R-5
<PAGE>
<PAGE>
DEAN WITTER REYNOLDS INC.
DEPOSITOR

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

NANCY DONOVAN
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
STEPHEN R. MILLER
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH

MICHAEL D. BROWNE
------------------------------------
By: MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc. and
Attorney-in-fact for the persons listed above)

R-6
<PAGE>
<PAGE>
PAINEWEBBER INCORPORATED
DEPOSITOR

<TABLE>
<S> <C>
By the following persons, who constitute a majority of Powers of Attorney are being filed under Form
the Executive Committee of the Board of Directors of SE and the following 1933 Act File Number:
PaineWebber Incorporated: 33-55073
</TABLE>

LEE FENSTERSTOCK
JOSEPH J. GRANO, JR.
PAUL B. GUENTHER
DONALD B. MARRON

ROBERT E. HOLLEY
---------------------------------
By: ROBERT E. HOLLEY
(As authorized signatory for
PaineWebber Incorporated and
Attorney-in-fact for the persons listed above)

R-7
<PAGE>
<PAGE>

EXHIBIT 3.1

DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000

DECEMBER 7, 1994

Corporate Income Fund,
Intermediate Term Series-51
Defined Asset Funds

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Smith Barney Inc.
Prudential Securities Incorporated
Dean Witter Reynolds Inc.
PaineWebber Incorporated
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
Unit Investment Trusts
P.O. Box 9051
Princeton, N.J. 08543-9051

Dear Sirs:

We have acted as special counsel for you, as sponsors (the 'Sponsors') of
Intermediate Term Series--51 of Corporate Income Fund, Defined Asset Funds (the
'Fund'), in connection with the issuance of units of fractional undivided
interest in the Fund (the 'Units') in accordance with the Trust Indenture
relating to the Fund (the 'Indenture').

We have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such documents and instruments as
we have deemed necessary or advisable for the purpose of this opinion.

Based upon the foregoing, we are of the opinion that (i) the execution and
delivery of the Indenture and the issuance of the Units have been duly
authorized by the Sponsors and (ii) the Units, when duly issued and delivered by
the Sponsors and the Trustee in accordance with the Indenture, will be legally
issued, fully paid and nonassessable.

We hereby consent to the use of this opinion as Exhibit 3.1 to the
Registration Statement relating to the Units filed under the Securities Act of
1933 and to the use of our name in such Registration Statement and in the
related prospectus under the headings 'Taxes' and 'Miscellaneous--Legal
Opinion.'

Very truly yours,

Davis Polk & Wardwell
<PAGE>
<PAGE>

EXHIBIT 4.1

DECEMBER 7, 1994

Interactive Data
14 Wall Street
New York, N.Y. 10005
212-285-4242

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Unit Investment Trusts
P.O. Box 9051
Princeton, N.J. 08543-9051

The Chase Manhattan Bank, N.A.
One Chase Manhattan Plaza-3B
New York, NY 10081

RE: CORPORATE INCOME FUND, INTERMEDIATE TERM SERIES-51, DEFINED ASSET FUNDS (A
UNIT INVESTMENT TRUST) UNITS OF FRACTIONAL UNDIVIDED INTEREST--REGISTERED
UNDER THE SECURITIES ACT OF 1933, FILE NO. 33-55101

Gentlemen:

We have examined the Registration Statement for the above captioned Fund.

We hereby consent to the reference to Interactive Data Services, Inc. in the
Prospectus and Registration Statement for the above captioned Fund and to the
evaluations of the Obligations prepared by us which are referred to in such
Prospectus and Registration Statement.

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

Very truly yours,

James E. Perry
Vice President

EXHIBIT 5.1

CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Corporate Income Fund,
Intermediate Term Series-51,
Defined Asset Funds:

We hereby consent to the use in this Registration Statement No. 33-55101 of our
opinion dated December 7, 1994, relating to the Statement of Condition of
Corporate Income Fund, Intermediate Term Series-51, Defined Asset Funds and to
the reference to us under the heading 'Auditors' in the Prospectus which is a
part of this Registration Statement.

Deloitte & Touche LLP
New York, N.Y.
December 7, 1994

<ARTICLE> 6
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> DEC-7-1994
<INVESTMENTS-AT-COST> 7,577,500
<INVESTMENTS-AT-VALUE> 7,577,500
<RECEIVABLES> 226,882
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7,804,382
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 226,882
<TOTAL-LIABILITIES> 226,882
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7,577,500
<SHARES-COMMON-STOCK> 8,000
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 7,577,500
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 0
<NET-INVESTMENT-INCOME> 0
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 0
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,000
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>