MUNICIPAL INVT TR FD MULTISTATE SERIES 202 DEFINED ASSET FDS
485BPOS, 2000-05-10
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      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 2000

                                                      REGISTRATION NO. 333-00109
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                     -------------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 4
                                       TO
                                    FORM S-6

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

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

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

A. EXACT NAME OF TRUST:

                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--202
                              DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

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

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

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 13, 1999.

Check box if it is proposed that this filing will become effective on May 19,
2000 pursuant to paragraph (b) of Rule 485.  /X/

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                             DEFINED ASSET FUNDS--REGISTERED TRADEMARK--
                             ------------------------------
                             ----------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           MULTISTATE SERIES--202
                           (A UNIT INVESTMENT TRUST)
                           -  CALIFORNIA, NEW JERSEY, NEW YORK AND PENNSYLVANIA
                              PORTFOLIOS
                           -  PORTFOLIOS OF INTERMEDIATE AND LONG-TERM MUNICIPAL
                              BONDS
                           -  DESIGNED TO BE FREE OF REGULAR FEDERAL INCOME TAX
                           -  EXEMPT FROM SOME STATE TAXES
                           -  MONTHLY DISTRIBUTIONS

SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED               -----------------------------------------------------
SALOMON SMITH BARNEY INC.  The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES      approved or disapproved these Securities or passed
INC.                       upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated May 19, 2000.

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

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

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

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF FEBRUARY 29, 2000, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ---
California Intermediate Insured
  Portfolio--Risk/Return Summary.....    3
New Jersey Insured Portfolio--
  Risk/Return Summary................    6
New York Insured Portfolio--
  Risk/Return Summary................    9
Pennsylvania Portfolio--
  Risk/Return Summary................   12
What You Can Expect From Your
  Investment.........................   16
  Monthly Income.....................   16
  Return Figures.....................   16
  Records and Reports................   16
The Risks You Face...................   17
  Interest Rate Risk.................   17
  Call Risk..........................   17
  Reduced Diversification Risk.......   17
  Liquidity Risk.....................   17
  Concentration Risk.................   17
  State Concentration Risk...........   18
  Bond Quality Risk..................   21
  Insurance Related Risk.............   21
  Litigation and Legislation Risks...   21
Selling or Exchanging Units..........   21
  Sponsors' Secondary Market.........   22
  Selling Units to the Trustee.......   22
  Exchange Option....................   22
How The Fund Works...................   23
  Pricing............................   23
  Evaluations........................   23
  Income.............................   23
  Expenses...........................   23
  Portfolio Changes..................   24
  Fund Termination...................   24
  Certificates.......................   25
  Trust Indenture....................   25
  Legal Opinion......................   26
  Auditors...........................   26
  Sponsors...........................   26
  Trustee............................   26
  Underwriters' and Sponsors'
    Profits..........................   26
  Public Distribution................   27
  Code of Ethics.....................   27
  Year 2000 Issues...................   27
Taxes................................   27
Supplemental Information.............   30
Financial Statements.................  D-1
</TABLE>

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

CALIFORNIA INTERMEDIATE INSURED PORTFOLIO--RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE FUND'S OBJECTIVE?
     The Fund seeks interest income that is
     exempt from regular federal income taxes
     and some state and local taxes by
     investing in a fixed portfolio
     consisting primarily of insured,
     intermediate term municipal revenue
     bonds with an estimated average life of
     about 8 years.

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?
  -  The Fund plans to hold to maturity 8
     intermediate-term tax-exempt municipal
     bonds with an aggregate face amount of
     $2,265,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Hospitals/Health Care             40%
<S>                                 <C>
  / / Lease Rental                      5%
  / / Municipal Water/Sewer
Utilities                               18%
  / / Universities/Colleges             34%
</TABLE>

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 3.84
     Annual Income per unit:                        $46.10
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.75%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.67
     Trustee's Fee
                                                    $0.54
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.51
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.75
     Other Operating Expenses
                                                    -----
                                                    $2.67
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR CALIFORNIA PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior California Series
     were offered after 1987 and were outstanding on
     March 31, 2000. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS
     OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     3/31/00.
</TABLE>

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

<TABLE>
 High                    4.25%     5.45%     5.72%     4.66%     6.64%     6.31%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.28      4.42      5.52      0.59      5.47      6.11
 Low                     -4.59      2.52      5.32     -1.89      3.28      5.91
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.93%     5.23%     5.83%
</TABLE>

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

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

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

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

                                       4
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT             $988.81
     (as of February 29, 2000)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

NEW JERSEY INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $2,540,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  The Fund is concentrated in refunded
     bonds.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Airports/Ports/Highways           35%
<S>                                 <C>
  / / Hospitals/Health Care             7%
  / / Industrial Development
      Revenue                           18%
  / / Lease Rental                      12%
  / / Municipal Water/Sewer
  Utilities                             3%
  / / Refunded Bonds                    25%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     airport/port/highway bonds, adverse
     developments in this sector may affect
     the value of your units.

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

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

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

                                       6
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.36
     Annual Income per unit:                        $52.41
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

     Employees of some of the Sponsors and their affiliates
     may pay a reduced sales fee of no less than $5.00 per
     unit.
     The maximum sales fee is reduced if you invest at
     least $100,000, as follows:
</TABLE>

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.69
     Trustee's Fee
                                                    $0.54
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.49
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.66
     Other Operating Expenses
                                                    -----
                                                    $2.58
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR NEW JERSEY PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New Jersey Series
     were offered after 1987 and were outstanding on
     March 31, 2000. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS
     OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     3/31/00.
</TABLE>

<TABLE>
<CAPTION>
                           WITH SALES FEE         NO SALES FEE
                         1 YEAR     5 YEARS    1 YEAR     5 YEARS
 <S>                    <C>        <C>        <C>        <C>
 -----------------------------------------------------------------
 High                     3.00%      5.11%      4.09%      6.28%
 Average                  -1.29      4.31       0.58       5.40
 Low                      -5.59      2.67       -2.87      3.45

<C>  <S>

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

                                       7
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT               $974.54
     (as of February 29, 2000)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 8
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $3,160,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  The bonds are rated AAA or Aaa by
     Standard & Poor's, Moody's or Fitch.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  100% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
  / / Airports/Ports/Highways           2%
<S>                                 <C>
  / / General Obligation                2%
  / / Hospitals/Health Care             51%
  / / Industrial Development
      Revenue                           9%
  / / Municipal Water/Sewer
      Utilities                         19%
  / / Special Tax Issues                17%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     hospital/health care bonds, adverse
     developments in this sector may affect
     the value of your units.

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

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

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

                                       9
<PAGE>

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

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.25
     Annual Income per unit:                        $51.04
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.70
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.39
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.54
     Other Operating Expenses
                                                    -----
                                                    $2.38
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR NEW YORK PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior New York Series
     were offered after 1987 and were outstanding on
     March 31, 2000. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE RESULTS
     OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     3/31/00.
</TABLE>

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

<TABLE>
 High                    6.07%     5.45%     6.45%     6.62%     6.63%     7.04%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.33      4.16      5.99      0.54      5.18      6.58
 Low                     -7.77      2.58      5.63     -5.23      3.54      6.22
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.94%     5.07%     5.78%
</TABLE>

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

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

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

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

                                       10
<PAGE>

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

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT              $949.69
     (as of February 29, 2000)

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

10.  HOW DO I SELL UNITS?

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

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

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

PENNSYLVANIA PORTFOLIO--RISK/RETURN SUMMARY

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

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

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 7
     long-term tax-exempt municipal bonds
     with an aggregate face amount of
     $2,980,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Portfolio is not managed.
  -  When the bonds were initially deposited
     they were rated A or better by Standard
     & Poor's, Moody's or Fitch. THE QUALITY
     OF THE BONDS MAY CURRENTLY BE LOWER.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  62% of the bonds are insured by
     insurance companies that guarantee
     timely payments of principal and
     interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

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

<TABLE>
<CAPTION>
                                 APPROXIMATE
                                  PORTFOLIO
                                 PERCENTAGE
<S>                              <C>
  / / Hospitals/Health Care          31%
  / / Industrial Development
      Revenue                        15%
  / / Municipal Water/Sewer
      Utilities                      15%
  / / Refunded Bonds                 17%
  / / Municipal Electric
  Utilities                          7%
  / / Universities/Colleges          15%
</TABLE>

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

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

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

  -  Because the Fund is concentrated in
     hospital/health care bonds, adverse
     developments in this sector may affect
     the value of your units.

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

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

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

                                       12
<PAGE>
<TABLE>
<C>  <S>
 5.  IS THIS FUND APPROPRIATE FOR YOU?

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

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

<TABLE>
<C>  <S>                                           <C>
     WHAT YOU MAY EXPECT (Payable on the 25th day
     of the month to holders of record on the
     10th day of the month):
     Regular Monthly Income per unit                $ 4.58
     Annual Income per unit:                        $55.03
     THESE FIGURES ARE ESTIMATES DETERMINED ON THE
     EVALUATION DAY; ACTUAL PAYMENTS MAY VARY.
</TABLE>

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

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

     INVESTOR FEES

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

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

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

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

     Maximum Exchange Fee          1.90%
</TABLE>

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

<TABLE>
<CAPTION>
                                                    AMOUNT
                                                   PER UNIT
                                                   --------
<C>  <S>                                          <C>
                                                    $0.69
     Trustee's Fee
                                                    $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
                                                    $0.43
     Evaluator's Fee
                                                    $0.20
     Organization Costs
                                                    $0.52
     Other Operating Expenses
                                                    -----
                                                    $2.39
     TOTAL
</TABLE>

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

 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?

     IN THE FOLLOWING CHART WE SHOW PAST PERFORMANCE
     OF PRIOR PENNSYLVANIA PORTFOLIOS, WHICH HAD
     INVESTMENT OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS SUBSTANTIALLY SIMILAR TO THIS FUND. THESE
     PRIOR SERIES DIFFERED IN THAT THEY CHARGED A
     HIGHER SALES FEE. These prior Pennsylvania
     Series were offered after 1987 and were
     outstanding on March 31, 2000. OF COURSE, PAST
     PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF
     FUTURE RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS ENDED
     3/31/00.
</TABLE>

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

<TABLE>
 High                    3.53%     5.12%     5.74%     4.17%     6.30%     6.33%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.92      4.29      5.53     -0.05      5.35      6.12
 Low                     -9.69      2.58      5.38     -6.80      3.48      5.97
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.95%     5.26%     5.82%
</TABLE>

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

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

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

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

                                       13
<PAGE>
<TABLE>
<C>  <S>
 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

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

     UNIT PRICE PER UNIT                   $953.36
     (as of February 29, 2000)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly.

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

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

                            FOR CALIFORNIA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%        7.5%        8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $     $0- 43,050     20.10       3.75       4.38       5.01       5.63       6.26       6.88       7.51
  $ 26,251- 63,550      $ 43,851-105,950     34.70       4.59       5.36       6.13       6.89       7.66       8.42       9.19
  $ 63,551-132,600      $105,951-161,450     37.42       4.79       5.59       6.39       7.19       7.99       8.79       9.59
  $132,601-288,350      $161,451-288,350     41.95       5.17       6.03       6.89       7.75       8.61       9.47      10.34
OVER $288,350           OVER $288,350        45.22       5.48       6.39       7.30       8.21       9.13      10.04      10.95

<S>                    <C>        <C>        <C>        <C>
  $      0- 26,250       8.14       8.76       9.39      10.01
  $ 26,251- 63,550       9.95      10.72      11.48      12.25
  $ 63,551-132,600      10.39      11.19      11.98      12.78
  $132,601-288,350      11.20      12.06      12.92      13.78
OVER $288,350           11.87      12.78      13.69      14.60
</TABLE>

                            FOR NEW JERSEY RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN        7.%        7.5%       8.%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $     $0- 43,850     16.49       4.79       5.39       5.99       6.59       7.18       7.78       8.38
  $ 26,251- 63,550      $ 43,851-105,950     31.98       5.88       6.62       7.35       8.09       8.82       9.56      10.29
  $ 63,551-132,600      $105,951-161,450     35.40       6.19       6.97       7.74       8.51       9.29      10.06      10.84
  $132,601-288,350      $161,451-288,350     40.08       6.68       7.51       8.34       9.18      10.01      10.85      11.68
OVER $288,350           OVER $288,350        43.45       7.07       7.96       8.84       9.73      10.61      11.49      12.38

<S>                    <C>        <C>
  $      0- 26,250       8.98       9.58
  $ 26,251- 63,550      11.03      11.76
  $ 63,551-132,600      11.61      12.38
  $132,601-288,350      12.52      13.35
OVER $288,350           13.26      14.15
</TABLE>

                          FOR NEW YORK CITY RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%         8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
                        $      0- 43,850     23.94       5.26       5.92       6.57       7.23       7.89       8.55       9.20
  $      0- 26,250                           23.99       5.26       5.92       6.58       7.24       7.89       8.55       9.21
  $ 26,251- 63,550      $ 43,851-105,950     35.65       6.22       6.99       7.77       8.55       9.32      10.10      10.88
  $ 63,551-132,600      $105,951-161,450     38.33       6.49       7.30       8.11       8.92       9.73      10.54      11.35
$132,601-288,350        $161,451-288,350     42.80       6.99       7.87       8.74       9.62      10.49      11.36      12.24
OVER $288,350           OVER $288,350        46.02       7.41       8.34       9.26      10.19      11.12      12.04      12.97

<S>                    <C>        <C>
                         9.86      10.52
  $      0- 26,250       9.87      10.52
  $ 26,251- 63,550      11.66      12.43
  $ 63,551-132,600      12.16      12.97
$132,601-288,350        13.11      13.99
OVER $288,350           13.89      14.82
</TABLE>

                          FOR NEW YORK STATE RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          4%        4.5%        5%        5.5%        6%        6.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         7%         8%
<S>                    <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $     $0- 43,850     20.82       5.05       5.68       6.31       6.95       7.58       8.21       8.84
  $ 26,251- 63,550      $ 43,851-105,950     32.93       5.96       6.71       7.46       8.20       8.95       9.69      10.44
  $ 63,551-132,600      $105,951-161,450     35.73       6.22       7.00       7.78       8.56       9.34      10.11      10.89
  $132,601-288,350      $161,451-288,350     40.38       6.71       7.55       8.39       9.23      10.06      10.90      11.74
OVER $288,350           OVER $288,350        43.74       7.11       8.00       8.89       9.78      10.66      11.55      12.44

<S>                    <C>        <C>
  $      0- 26,250       9.47      10.10
  $ 26,251- 63,550      11.18      11.93
  $ 63,551-132,600      11.67      12.45
  $132,601-288,350      12.58      13.42
OVER $288,350           13.33      14.22
</TABLE>

                           FOR PENNSYLVANIA RESIDENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            COMBINED
                                            EFFECTIVE
TAXABLE INCOME 2000*                        TAX RATE                           TAX-FREE YIELD OF
    SINGLE RETURN         JOINT RETURN          %          3%        3.5%        4%        4.5%        5%        5.5%
<S>                     <C>                 <C>         <C>        <C>        <C>        <C>        <C>        <C>
                                                                      IS EQUIVALENT TO A TAXABLE YIELD OF

<CAPTION>

TAXABLE INCOME 2000*    TAX-FREE YIELD OF
    SINGLE RETURN         6%        6.5%        7%        7.5%        8%
<S>                    <C>        <C>        <C>        <C>        <C>
                       IS EQUIVALENT TO A
                        TAXABLE YIELD OF
</TABLE>

- --------------------------------------------------------------------------------
<TABLE>
<S>                     <C>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  $      0- 26,250      $      0- 43,850     17.38       3.63       4.24       4.84       5.45       6.05       6.66       7.26
  $ 26,251- 63,550      $ 43,851-109,950     30.02       4.29       5.00       5.72       6.43       7.14       7.86       8.57
  $ 63,551-132,600      $105,951-161,450     32.93       4.47       5.22       5.96       6.71       7.46       8.20       8.95
  $132,601-288,350      $161,451-288,350     37.79       4.82       5.63       6.43       7.23       8.04       8.84       9.65
OVER $288,350           OVER $288,350        41.29       5.11       5.96       6.81       7.66       8.52       9.37      10.22

<S>                    <C>        <C>        <C>        <C>
  $      0- 26,250       7.87       8.47       9.08       9.68
  $ 26,251- 63,550       9.29      10.00      10.72      11.43
  $ 63,551-132,600       9.69      10.44      11.18      11.93
  $132,601-288,350      10.45      11.25      12.06      12.86
OVER $288,350           11.07      11.92      12.77      13.63
</TABLE>

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 2000
federal and applicable State (and City) income tax rates and assumes that all
income would otherwise be taxed at the investor's highest tax rate. Yield
figures are for example only.

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

                                       15
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

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

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

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

RETURN FIGURES

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

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

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

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

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

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

RECORDS AND REPORTS

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

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

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

                                       16
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

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

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

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

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

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

REDUCED DIVERSIFICATION RISK

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

LIQUIDITY RISK

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

CONCENTRATION RISK

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

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

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

Here is what you should know about the California Portfolio's concentration in
university/college bonds. Payment for these bonds depends on:
  - level or amount and diversity of sources of revenue;
  - availability of endowments and other funds;
  - enrollment;
  - financial management;
  - reputation; and
  - for public institutions, the financial condition of the government and its
    educational policies.

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

Here is what you should know about the New Jersey Portfolio's concentration in
airport/port/highway bonds. These bonds are dependent for payment on revenues
from financial projects including:
  - user fees from ports and airports;
  - tolls on turnpikes and bridges;
  - rents from buildings; and
  - additional financial resources including
    --federal and state subsidies,
    -- lease rentals paid by state or local governments, or
    -- the pledge of a special tax such as a sales tax or a property tax.

Airport income is largely affected by:
  - increased competition;
  - excess capacity; and
  - increased fuel costs.

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

STATE CONCENTRATION RISK

CALIFORNIA RISKS

GENERALLY

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

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

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

                                       18
<PAGE>
STATE GOVERNMENT

The 1999-2000 Budget Act allocated a State budget of approximately $63.7 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state, California's budget is still subject to certain unforeseeable events. For
example:

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

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

  - California's general obligation bonds are currently rated AA3 by Moody's and
    AA- by Standard & Poor's.

OTHER RISKS

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

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

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

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

NEW JERSEY RISKS

STATE AND LOCAL GOVERNMENT

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

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

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

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

  - elementary and secondary education, and

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

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

                                       19
<PAGE>
NEW YORK RISKS

GENERALLY

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

  - the high combined state and local tax burden;

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

  - sensitivity to the financial services industry; and

  - dependence on federal aid.

STATE GOVERNMENT

The State government frequently has difficulty approving budgets on time. Budget
gaps of $3 billion and $5 billion are projected for the next two years. The
State's general obligation bonds are rated A by Standard & Poor's and A2 by
Moody's. There is $37 billion of state-related debt outstanding.

NEW YORK CITY GOVERNMENT

Even though the City had budget surpluses each year from 1981, budget gaps of
nearly $2 billion are projected for the 2001, 2002, and 2003 fiscal years. New
York City faces fiscal pressures from:

  - aging public facilities that need repair or replacement;

  - welfare and medical costs;

  - expiring labor contracts; and

  - a high and increasing debt burden.

The City requires substantial state aid, and its fiscal strength depends heavily
on the securities industry. Its general obligation bonds are rated A- by
Standard & Poor's and A3 by Moody's. $31.2 billion of combined City, MAC and PBC
debt is outstanding, and the City proposes $25.3 billion of financing over
fiscal 1999-2003.

PENNSYLVANIA RISKS

GENERALLY

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

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

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

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

STATE AND LOCAL GOVERNMENTS

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

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

                                       20
<PAGE>
  - Philadelphia has considered significant service cuts and privatization of
    certain services which it has provided to date.

  - In 1991, the Commonwealth created the Pennsylvania Inter-Governmental
    Cooperation Authority ('PICA') which it authorized to issue debt to cover
    Philadelphia's budget shortfalls, eliminate the City's projected deficits
    and fund its capital spending. PICA issued approximately $1.76 billion of
    Special Revenue Bonds on Philadelphia's behalf. Its power to issue bonds on
    Philadelphia's behalf expired at the end of 1996; as of June 30, 1999,
    approximately $1.0 billion in PICA Special Revenue Bonds were outstanding.

  - Pennsylvania's general obligation bonds are currently rated Aa3 by Moody's
    and AA- by Standard & Poor's. Philadelphia's general obligation bonds are
    rated Baa2 by Moody's and BBB by Standard & Poor's. There can be no
    assurance that these ratings will not be lowered.

BOND QUALITY RISK

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

INSURANCE RELATED RISK

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

LITIGATION AND LEGISLATION RISKS

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

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

SELLING OR EXCHANGING UNITS

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

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

                                       21
<PAGE>
SPONSORS' SECONDARY MARKET

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

We have maintained the secondary market continuously for over 28 years, but we
could discontinue it without prior notice for any business reason.

SELLING UNITS TO THE TRUSTEE

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

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

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

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

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

EXCHANGE OPTION

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

Normally, an exchange is taxable and you must recognize any gain or loss on the
exchange. However, the IRS may try to disallow a loss if the portfolios of the
two

                                       22
<PAGE>
funds are not materially different; you should consult your own tax adviser.

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

HOW THE FUND WORKS

PRICING

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

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

In addition, as with mutual funds, the Fund (and therefore the investors) pay
all or some of the costs of organizing the Fund including:
  - cost of initial preparation of legal documents;
  - federal and state registration fees;
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.

INCOME

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

EXPENSES

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

The Sponsors are currently reimbursed up to 55 CENTS per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the

                                       23
<PAGE>
Fund. Legal, typesetting, electronic filing and regulatory filing fees and
expenses associated with updating the Portfolio's registration statement yearly
are also now chargeable to the Portfolio. While this fee may exceed the amount
of these costs and expenses attributable to this Fund, the total of these fees
for all Series of Defined Asset Funds will not exceed the aggregate amount
attributable to all of these Series for any calendar year. The Fund also pays
the Evaluator's fees.

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

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

PORTFOLIO CHANGES

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

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

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

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:
  - diversity of the portfolio;
  - size of the Fund relative to its original size;
  - ratio of Fund expenses to income;
  - current and long-term returns;
  - degree to which units may be selling at a premium over par; and
  - cost of maintaining a current prospectus.

FUND TERMINATION

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

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

                                       24
<PAGE>
You will pay your share of the expenses associated with termination, including
brokerage costs in selling bonds. This may reduce the amount you receive as your
final distribution.

CERTIFICATES

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

TRUST INDENTURE

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

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

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

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

Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.

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

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

                                       25
<PAGE>
The Trust Indenture contains customary provisions limiting the liability of the
Trustee, the Sponsors and the Evaluator.

LEGAL OPINION

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

AUDITORS

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

SPONSORS

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

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

TRUSTEE

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

UNDERWRITERS' AND SPONSORS' PROFITS

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

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

In maintaining a secondary market, the Sponsors will also realize profits or
sustain

                                       26
<PAGE>
losses in the amount of any difference between the prices at which they buy
units and the prices at which they resell or redeem them.

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
and to provide reasonable standards of conduct. These codes are on file with the
Commission and you may obtain a copy by contacting the Commission at the address
listed on the back cover of this prospectus.

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the "Year
2000 Problem"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the bonds contained in the Portfolio. We cannot
predict whether any impact will be material to the Fund as a whole.

TAXES

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

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

                                       27
<PAGE>
In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

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

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

YOUR BASIS IN THE BONDS

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

EXPENSES

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

STATE AND LOCAL TAXES

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

                                       28
<PAGE>
CALIFORNIA TAXES

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

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

NEW JERSEY TAXES

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

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

PENNSYLVANIA TAXES

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

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

                                       29
<PAGE>
SUPPLEMENTAL INFORMATION

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

                                       30
<PAGE>

          MUNICIPAL INVESTMENT TRUST FUND,
          MULTISTATE SERIES - 202 (CALIFORNIA,
          NEW JERSEY, NEW YORK AND PENNSYLVANIA TRUSTS),
          DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders of Municipal Investment Trust Fund,
          Multistate Series - 202 (California, New Jersey, New York and
          Pennsylvania Trusts), Defined Asset Funds:

          We have audited the accompanying statements of condition of Municipal
          Investment Trust Fund, Multistate Series - 202 (California, New
          Jersey, New York and Pennsylvania Trusts), Defined Asset Funds,
          including the portfolios, as of February 29, 2000 and the related
          statements of operations and of changes in net assets for the year
          ended February 29, 2000 and the years ended February 28, 1999 and
          1998. These financial statements are the responsibility of the
          Trustee. Our responsibility is to express an opinion on these
          financial statements based on our audits.

          We conducted our audits in accordance with auditing standards
          generally accepted in the United States of America. Those standards
          require that we plan and perform the audit to obtain reasonable
          assurance about whether the financial statements are free of material
          misstatement. An audit includes examining, on a test basis, evidence
          supporting the amounts and disclosures in the financial statements.
          Securities owned at February 29, 2000, as shown in such portfolios,
          were confirmed to us by The Chase Manhattan Bank, the Trustee. An
          audit also includes assessing the accounting principles used and
          significant estimates made by the Trustee, as well as evaluating the
          overall financial statement presentation. We believe that our audits
          provide a reasonable basis for our opinion.

          In our opinion, the financial statements referred to above present
          fairly, in all material respects, the financial position of Municipal
          Investment Trust Fund, Multistate Series - 202 (California, New
          Jersey, New York and Pennsylvania Trusts), Defined Asset Funds at
          February 29, 2000 and the results of their operations and changes in
          their net assets for the above-stated years in accordance with
          accounting principles generally accepted in the United of America.

          DELOITTE & TOUCHE LLP

          New York, N.Y.
          April 13, 2000


                                     D - 1.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 29, 2000

<TABLE>
<S>                                                                             <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,231,585)(Note 1) .........                                               $   2,275,960
  Accrued interest................................                                                      20,301
  Cash - principal ...............................                                                      24,784
  Deferred organization costs (Note 5) ...........                                                         732
                                                                                                 -------------
    Total trust property .........................                                                   2,321,777

LESS LIABILITIES:
  Income advance from Trustee.....................                              $      13,657
  Accrued Sponsors' fees .........................                                        222
  Other liabilities (Note 5) .....................                                        732           14,611
                                                                                -------------    -------------

NET ASSETS, REPRESENTED BY:
  2,364 units of fractional undivided
     interest outstanding (Note 3) ...............                                  2,300,744

  Undistributed net investment income ............                                      6,422    $   2,307,166
                                                                                -------------    =============

UNIT VALUE ($ 2,307,166 / 2,364 units)............                                               $      975.96
                                                                                                 =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 2.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  Year Ended
                                                 February 29,       Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

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

INVESTMENT INCOME:

  Interest income ........................    $   123,663      $   135,204       $   170,252
  Trustee's fees and expenses ............         (5,047)          (4,979)           (5,754)
  Sponsors' fees .........................         (1,290)          (1,333)           (1,538)
                                              ----------------------------------------------
  Net investment income ..................        117,326          128,892           162,960
                                              ----------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on

    securities sold or redeemed ..........          1,337           28,209             7,972
  Unrealized (appreciation) depreciation

    of investments .......................       (127,074)         (14,470)          137,697
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (125,737)          13,739           145,669
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $    (8,411)     $   142,631       $   308,629
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                  Year Ended
                                                 February 29,       Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   117,326      $   128,892       $   162,960
  Realized gain on
    securities sold or redeemed ..........          1,337           28,209             7,972
  Unrealized appreciation (depreciation)
    of investments .......................       (127,074)         (14,470)          137,697
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............         (8,411)         142,631           308,629
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (117,353)        (128,938)         (163,310)
  Principal ..............................         (2,827)         (49,161)          (32,761)
                                              ----------------------------------------------
  Total distributions ....................       (120,180)        (178,099)         (196,071)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............           (613)          (1,851)             (617)
  Redemption amounts - principal .........       (203,436)        (635,134)         (347,356)
                                              ----------------------------------------------
  Total share transactions ...............       (204,049)        (636,985)         (347,973)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............       (332,640)        (672,453)         (235,415)

NET ASSETS AT BEGINNING OF YEAR ..........      2,639,806        3,312,259         3,547,674
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,307,166      $ 2,639,806       $ 3,312,259
                                              ==============================================
PER UNIT:
  Income distributions during

    year .................................    $     46.44      $     47.04       $     48.22
                                              ==============================================
  Principal distributions during

    year .................................    $      1.12      $     18.85       $      9.79
                                              ==============================================
  Net asset value at end of
    year .................................    $    975.96      $  1,025.96       $  1,038.65
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            209              616               341
  Outstanding at end of year .............          2,364            2,573             3,189
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (CALIFORNIA TRUST),
     DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.    NET CAPITAL

<TABLE>
<S>                                                                         <C>
     Cost of 2,364 units at Date of Deposit .....................           $ 2,433,440
     Less sales charge ..........................................                96,546
                                                                             -----------
     Net amount applicable to Holders ...........................             2,336,894
     Redemptions of units - net cost of 1,166 units redeemed
       less redemption amounts (principal).......................               (33,293)
     Realized gain on securities sold or redeemed ...............                37,517
     Principal distributions ....................................               (84,749)
     Unrealized appreciation of investments......................                44,375
                                                                             -----------

     Net capital applicable to Holders ..........................           $ 2,300,744
                                                                             ===========
</TABLE>

    4.    INCOME TAXES

          As of February 29, 2000, unrealized appreciation of investments, based
          on cost for Federal income tax purposes, aggregated $44,375, all of
          which related to appreciated securities. The cost of investment
          securities for Federal income tax purposes was $2,231,585 at February
          29, 2000.

    5.    DEFERRED ORGANIZATION COSTS

          Deferred organization costs are being amortized over a period of five
          years. Included in "Other liabilities" on the Statement of Condition
          is $732 payable to the Trustee for reimbursement of costs related to
          the organization of the Trust.


                                     D - 5.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (CALIFORNIA TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 29, 2000

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  California Hlth. Facs. Fin. Auth., Ins.   AAA      $   500,000    5.000  %     2008         07/01/04   $   486,530 $   500,775
     Hlth. Fac. Rfdg. Rev. Bonds (Catholic                                                       @ 102.000
     Healthcare West), 1994 Ser. B
     (AMBAC Ins.)

  2  California Hsg. Fin. Agy., Home Mtge.     AAA          455,000    5.200        2005         None           455,000     457,712
     Rev. Bonds, 1996 Ser. A (MBIA Ins.)

  3  California State Univ. Institute,         AAA          165,000    4.875        2008         06/01/05       160,182     164,489
     Lease Rev. Bonds (CSU Deferred                                                              @ 102.000
     Maintenance Projs.), Ser. 1996 C
     (AMBAC Ins.)

  4  California Statewide Communities Dev.     AAA          440,000    5.400        2007         08/15/03       446,468     450,842
     Auth., Cert. of Part., Sutter Hlth.                                                         @ 102.000
     Oblig. Group (MBIA Ins.)

  5  Public Facs. Fin. Auth. of the City of    AAA          465,000    4.875        2009         05/15/05       446,395     459,704
     San Diego, CA, Swr. Rev. Bonds, Ser.                                                        @ 102.000
     1995 (Financial Guaranty Ins.)

  6  State Pub. Wks. Bd. of the State of       AAA          120,000    5.000        2007         None           118,421     121,452
     California, Lease Rev. Rfdg. Bonds
     (Dept. of Corrections)(Del Norte),
     1993 Ser. C (MBIA Ins.)

  7  The City of Los Angeles, CA,              AAA           20,000    5.375        2007         11/01/03        20,261      20,534
     Wastewater Sys. Rev. Bonds, Rfdg. Ser.                                                      @ 102.000
     1993-D  (Financial Guaranty Ins.)

  8  The Regents of the Univ. of California,   AAA          100,000    5.125        2009         09/01/03        98,328     100,452
     Rfdg. Rev. Bonds (1989 Multiple                                                             @ 102.000
     Purp. Projs.), Ser. C (AMBAC Ins.)

                                                          ---------                                           ---------   ---------
                                                        $ 2,265,000                                         $ 2,231,585 $ 2,275,960
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 24.


                                     D - 6.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 29, 2000

<TABLE>
<S>                                                                             <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,475,310)(Note 1) .........                                               $   2,458,290
  Accrued interest................................                                                      30,185
  Cash - principal ...............................                                                      28,386
  Deferred organization costs (Note 5) ...........                                                         680
                                                                                                 -------------
    Total trust property .........................                                                   2,517,541

LESS LIABILITIES:
  Income advance from Trustee.....................                              $      21,977
  Accrued Sponsors' fees .........................                                        237
  Other liabilities (Note 5) .....................                                        680           22,894
                                                                                -------------    -------------

NET ASSETS, REPRESENTED BY:
  2,595 units of fractional undivided
     interest outstanding (Note 3) ...............                                  2,486,676

  Undistributed net investment income ............                                      7,971    $   2,494,647
                                                                                -------------    =============

UNIT VALUE ($ 2,494,647 / 2,595 units)............                                               $      961.33
                                                                                                 =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 7.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  Year Ended
                                                 February 29,       Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

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

INVESTMENT INCOME:

  Interest income ........................    $   149,770      $   167,488       $   179,712
  Trustee's fees and expenses ............         (5,301)          (5,286)           (5,814)
  Sponsors' fees .........................         (1,465)          (1,402)           (1,454)
                                              ----------------------------------------------
  Net investment income ..................        143,004          160,800           172,444
                                              ----------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on

    securities sold or redeemed ..........         12,753           21,148             5,674
  Unrealized appreciation (depreciation)
    of investments .......................       (243,821)          27,281           162,362
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (231,068)          48,429           168,036
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $   (88,064)     $   209,229       $   340,480
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 8.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                  Year Ended
                                                 February 29,       Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   143,004      $   160,800       $   172,444
  Realized gain on
    securities sold or redeemed ..........         12,753           21,148             5,674
  Unrealized appreciation (depreciation)
    of investments .......................       (243,821)          27,281           162,362
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............        (88,064)         209,229           340,480
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (143,289)        (161,115)         (172,366)
  Principal ..............................        (13,465)          (6,640)           (3,719)
                                              ----------------------------------------------
  Total distributions ....................       (156,754)        (167,755)         (176,085)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............           (559)            (708)             (390)
  Redemption amounts - principal .........       (253,537)        (326,624)         (121,669)
                                              ----------------------------------------------
  Total share transactions ...............       (254,096)        (327,332)         (122,059)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (498,914)        (285,858)           42,336

NET ASSETS AT BEGINNING OF YEAR ..........      2,993,561        3,279,419         3,237,083
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,494,647      $ 2,993,561       $ 3,279,419
                                              ==============================================
PER UNIT:
  Income distributions during

    year .................................    $     52.59      $     53.08       $     53.10
                                              ==============================================
  Principal distributions during

    year .................................    $      5.11      $      2.19       $      1.16
                                              ==============================================
  Net asset value at end of
    year .................................    $    961.33      $  1,051.11       $  1,037.13
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            253              314               119
  Outstanding at end of year .............          2,595            2,848             3,162
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 9.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW JERSEY TRUST),
     DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.    NET CAPITAL

<TABLE>
<S>                                                                           <C>
     Cost of 2,595 units at Date of Deposit .....................             $ 2,640,557
     Less sales charge ..........................................                 117,709
                                                                               -----------
     Net amount applicable to Holders ...........................               2,522,848
     Redemptions of units - net cost of 686 units redeemed
       less redemption amounts (principal).......................                 (34,903)
     Realized gain on securities sold or redeemed ...............                  39,575
     Principal distributions ....................................                 (23,824)
     Net unrealized depreciation of investments..................                 (17,020)
                                                                               -----------

     Net capital applicable to Holders ..........................             $ 2,486,676
                                                                               ===========
</TABLE>

    4.    INCOME TAXES

          As of February 29, 2000, net unrealized depreciation of investments,
          based on cost for Federal income tax purposes, aggregated $17,020, of
          which $27,344 related to appreciated securities and $44,364 related to
          depreciated securities. The cost of investment securities for Federal
          income tax purposes was $2,475,310 at February 29, 2000.

    5.    DEFERRED ORGANIZATION COSTS

          Deferred organization costs are being amortized over a period of five
          years. Included in "Other liabilities" on the Statement of Condition
          is $680 payable to the Trustee for reimbursement of costs related to
          the organization of the Trust.


                                    D - 10.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW JERSEY TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 29, 2000

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Delaware River Port Auth., Rev.           AAA      $   500,000    5.500  %     2026         01/01/06   $   482,225 $   467,955
     Bonds, Ser. 1995                                                                            @ 102.000
     (Financial Guaranty Ins.)

  2  New Jersey Educl. Fac. Auth. Rev.         AAA          380,000    5.750        2026(6)      07/01/06       377,264     396,386
     Bonds, Trenton State Coll. Issue,                                                           @ 101.000
     Ser. 1996 A (MBIA Ins.)

  3  New Jersey Health Care Fac. Fin. Auth.,   AAA          250,000    5.875        2024(6)      07/01/04       250,000     258,223
     Rev. Bonds, Jersey Shore Med. Ctr.                                                          @ 100.000
     Oblig. Group Issue, Ser. 1994
     (AMBAC Ins.)
                                                            185,000    5.875        2024         07/01/04       185,000     182,275
                                                                                                 @ 102.000

  4  The Camden Cnty. Muni. Util. Auth., NJ,   AAA           80,000    5.125        2017         07/15/06        73,891      73,230
     Cnty. Agreement Swr. Rev. Rfdg.                                                             @ 102.000
     Bonds, 1996 Ser. (Financial Guaranty Ins.)

  5  The Essex Cnty. Imp. Auth., NJ, Cnty.     AAA          310,000    5.350        2024         12/01/06       292,637     283,414
     of Essex G.O. Lease Rev. Rfdg. Bonds                                                        @ 102.000
     (Cnty. Jail and Youth House Projs.),
     Ser. 1996 (AMBAC Ins.)

  6  The Poll. Ctl. Fin. Auth. of Salem        AAA          455,000    5.550        2033         11/01/03       434,293     428,492
     Cnty., NJ, Poll. Ctl. Rev. Rfdg. Bonds,                                                     @ 102.000
     (Pub. Svc. Elec. & Gas Co. Proj.)
     1993 Ser. C (MBIA Ins.)

</TABLE>


                                    D - 11.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW JERSEY TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 29, 2000

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  7  The Port. Auth. of New York and New       AAA      $   380,000    5.750  %     2030         06/16/05   $   380,000 $   368,315
     Jersey, Consol. Bonds, One Hundredth                                                        @ 101.000
     Series (MBIA Ins.)

                                                          ---------                                           ---------   ---------
                                                        $ 2,540,000                                         $ 2,475,310 $ 2,458,290
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 24.


                                    D - 12.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 29, 2000

<TABLE>
<S>                                                                             <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,941,242)(Note 1) .........                                               $   2,861,177
  Proceeds receivable from

     sale of securities ..........................                                                      50,760
  Accrued interest................................                                                      24,602
  Cash - principal ...............................                                                      31,729
  Deferred organization costs (Note 5) ...........                                                         837
                                                                                                 -------------
    Total trust property .........................                                                   2,969,105

LESS LIABILITIES:
  Income advance from Trustee.....................                              $      14,676
  Accrued Sponsors' fees .........................                                        297
  Redemptions payable ............................                                     49,667
  Other liabilities (Note 5) .....................                                        837           65,477
                                                                                -------------    -------------

NET ASSETS, REPRESENTED BY:
  3,159 units of fractional undivided
     interest outstanding (Note 3) ...............                                  2,894,175

  Undistributed net investment income ............                                      9,453    $   2,903,628
                                                                                -------------    =============

UNIT VALUE ($ 2,903,628 / 3,159 units)............                                               $      919.16
                                                                                                 =============
</TABLE>

                       See Notes to Financial Statements.


                                    D - 13.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  Year Ended
                                                 February 29,       Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

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

INVESTMENT INCOME:

  Interest income ........................    $   182,041      $   196,408       $   206,168
  Trustee's fees and expenses ............         (5,941)          (5,858)           (6,378)
  Sponsors' fees .........................         (1,797)          (1,658)           (1,725)
                                              ----------------------------------------------
  Net investment income ..................        174,303          188,892           198,065
                                              ----------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on

    securities sold or redeemed ..........         10,122                              6,615
  Unrealized appreciation (depreciation)
    of investments .......................       (378,925)          41,786           231,609
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (368,803)          41,786           238,224
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (194,500)     $   230,678       $   436,289
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 14.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                  Year Ended
                                                 February 29,       Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----
 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   174,303      $   188,892       $   198,065
  Realized gain on
    securities sold or redeemed ..........         10,122                              6,615
  Unrealized appreciation (depreciation)
    of investments .......................       (378,925)          41,786           231,609
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (194,500)         230,678           436,289
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (174,164)        (188,863)         (198,077)
  Principal ..............................         (5,458)          (5,268)           (8,473)
                                              ----------------------------------------------
  Total distributions ....................       (179,622)        (194,131)         (206,550)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (1,779)                              (773)
  Redemption amounts - principal .........       (488,180)                          (255,784)
                                              ----------------------------------------------
  Total share transactions ...............       (489,959)                          (256,557)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (864,081)          36,547           (26,818)

NET ASSETS AT BEGINNING OF YEAR ..........      3,767,709        3,731,162         3,757,980
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,903,628      $ 3,767,709       $ 3,731,162
                                              ==============================================
PER UNIT:
  Income distributions during

    year .................................    $     51.30      $     51.63       $     51.77
                                              ==============================================
  Principal distributions during

    year .................................    $      1.65      $      1.44       $      2.26
                                              ==============================================
  Net asset value at end of
    year .................................    $    919.16      $  1,029.99       $  1,020.00
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................            499                                257
  Outstanding at end of year .............          3,159            3,658             3,658
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 15.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.    NET CAPITAL

<TABLE>
<S>                                                                      <C>
     Cost of 3,159 units at Date of Deposit .....................        $ 3,145,934
     Less sales charge ..........................................            140,259
                                                                          -----------
     Net amount applicable to Holders ...........................          3,005,675
     Redemptions of units - net cost of 878 units redeemed
       less redemption amounts (principal).......................            (27,290)
     Realized gain on securities sold or redeemed ...............             19,126
     Principal distributions ....................................            (23,271)
     Unrealized depreciation of investments......................            (80,065)
                                                                          -----------

     Net capital applicable to Holders ..........................        $ 2,894,175
                                                                          ===========
</TABLE>

    4.    INCOME TAXES

          As of February 29, 2000, unrealized depreciation of investments, based
          on cost for Federal income tax purposes, aggregated $80,065, all of
          which related to depreciated securities. The cost of investment
          securities for Federal income tax purposes was $2,941,242 at February
          29, 2000.

    5.    DEFERRED ORGANIZATION COSTS

          Deferred organization costs are being amortized over a period of five
          years. Included in "Other liabilities" on the Statement of Condition
          is $837 payable to the Trustee for reimbursement of costs related to
          the organization of the Trust.


                                    D - 16.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW YORK TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 29, 2000

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  County of Erie, NY, G.O. Bonds, 1995      AAA      $    60,000    5.500  %     2025         06/15/05   $    57,882 $    55,820
     Ser. B (Financial Guaranty Ins.)                                                            @ 101.500

  2  Dormitory Auth. of the State of New       AAA          415,000    5.625        2022         08/01/05       402,492     389,619
     York, Long Beach Med. Ctr., FHA-Ins.                                                        @ 102.000
     Mtge. Hosp. Rev. Bonds, Ser. 1995
     (MBIA Ins.)

  3  Dormitory Auth. of the State of New       AAA          600,000    5.500        2021         07/01/04       572,388     554,610
     York, Univ. of Rochester, Strong                                                            @ 102.000
     Memorial Hosp. Rev. Bonds, Ser. 1994
     (MBIA Ins.)

  4  Grand Central Dist. Mgmt. Assoc., Inc.,   AAA          545,000    5.250        2022         01/01/04       505,090     488,249
     NY (Grand Central Bus. Imp. Dist.),                                                         @ 102.000
     Cap. Imp. Rfdg. Bonds, Ser. 1994
     (MBIA Ins.)

  5  New York City, NY, Mun. Wtr. Fin. Auth.,  AAA          545,000    5.500        2019         06/15/04       520,867     514,044
     Wtr. and Swr. Sys. Rev. Bonds,                                                              @ 101.000
     Ser. 1994 B (MBIA Ins.)

  6  New York State Energy Research and        AAA          270,000    5.500        2021         01/01/06       257,685     252,823
     Dev. Auth., (Brooklyn Union Gas Co.                                                         @ 102.000
     Proj.),  Gas  Facs. Rev. Bonds Ser.
     1996  (MBIA Ins.)

  7  New York State Med. Care Fac. Fin.        AAA          600,000    5.250        2019         02/15/04       554,838     538,164
     Agy., Mental Hlth. Svc. Fac. Imp.                                                           @ 102.000
     Rev. Bonds,  Rfdg. 1993 Ser. F
     (Financial Guaranty Ins.)

</TABLE>


                                    D - 17.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (NEW YORK TRUST) (INSURED),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 29, 2000

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  8  The Port. Auth. of New York and New       AAA      $    70,000    5.750  %     2030         06/16/05   $    70,000 $    67,848
     Jersey, Consol. Bonds, One Hundredth                                                        @ 101.000
     Series 1995 (MBIA Ins.)

                                                          ---------                                           ---------   ---------
                                                        $ 3,105,000                                         $ 2,941,242 $ 2,861,177
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 24.


                                    D - 18.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENT OF CONDITION
     As of February 29, 2000

<TABLE>
<S>                                                                             <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 2,912,836)(Note 1) .........                                               $   2,798,287
  Accrued interest................................                                                      42,343
  Cash - principal ...............................                                                      29,476
  Deferred organization costs (Note 5) ...........                                                         680
                                                                                                 -------------
    Total trust property .........................                                                   2,870,786

LESS LIABILITIES:
  Income advance from Trustee.....................                                $    32,251
  Accrued Sponsors' fees .........................                                        275
  Other liabilities (Note 5) .....................                                        680           33,206
                                                                                -------------    -------------

NET ASSETS, REPRESENTED BY:
  3,022 units of fractional undivided
     interest outstanding (Note 3) ...............                                  2,827,763

  Undistributed net investment income ............                                      9,817    $   2,837,580
                                                                                -------------    =============

UNIT VALUE ($ 2,837,580 / 3,022 units)............                                               $      938.97
                                                                                                 =============
</TABLE>

                       See Notes to Financial Statements.


                                    D - 19.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                  Year Ended
                                                  February 29,     Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

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

INVESTMENT INCOME:

  Interest income ........................    $   173,550      $   176,198       $   188,444
  Trustee's fees and expenses ............         (5,528)          (5,361)           (5,937)
  Sponsors' fees .........................         (1,542)          (1,411)           (1,456)
                                              ----------------------------------------------
  Net investment income ..................        166,480          169,426           181,051
                                              ----------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on

    securities sold or redeemed ..........                           6,903             3,858
  Unrealized appreciation (depreciation)
    of investments .......................       (307,782)         (18,358)          213,285
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (307,782)         (11,455)          217,143
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $  (141,302)     $   157,971       $   398,194
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 20.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                  Year Ended
                                                  February 29,     Years Ended February 28,
                                                     2000            1999            1998
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   166,480      $   169,426       $   181,051
  Realized gain on
    securities sold or redeemed ..........                           6,903             3,858
  Unrealized appreciation (depreciation)
    of investments .......................       (307,782)         (18,358)          213,285
                                              ----------------------------------------------
  Net increase (decrease) in net assets
    resulting from operations ............       (141,302)         157,971           398,194
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (166,512)        (169,639)         (180,940)
  Principal ..............................                          (8,280)           (5,776)
                                              ----------------------------------------------
  Total distributions ....................       (166,512)        (177,919)         (186,716)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............                            (342)             (328)
  Redemption amounts - principal .........                        (166,168)         (103,035)
                                              ----------------------------------------------
  Total share transactions ...............                        (166,510)         (103,363)
                                              ----------------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS ....       (307,814)        (186,458)          108,115

NET ASSETS AT BEGINNING OF YEAR ..........      3,145,394        3,331,852         3,223,737
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $ 2,837,580      $ 3,145,394       $ 3,331,852
                                              ==============================================
PER UNIT:
  Income distributions during

    year .................................    $     55.10      $     55.28       $     55.49
                                              ==============================================
  Principal distributions during

    year .................................                     $      2.74       $      1.79
                                                               =============================
  Net asset value at end of
    year .................................    $    938.97      $  1,040.83       $  1,047.09
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................                             160               100
  Outstanding at end of year .............          3,022            3,022             3,182
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                    D - 21.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

          NOTES TO FINANCIAL STATEMENTS

    1.    SIGNIFICANT ACCOUNTING POLICIES

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

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

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

          (C)      Interest income is recorded as earned.

    2.    DISTRIBUTIONS

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

    3.    NET CAPITAL

<TABLE>
<S>                                                                      <C>
     Cost of 3,022 units at Date of Deposit .....................        $ 3,098,208
     Less sales charge ..........................................            138,076
                                                                          -----------
     Net amount applicable to Holders ...........................          2,960,132
     Redemptions of units - net cost of 260 units redeemed
       less redemption amounts (principal).......................            (14,525)
     Realized gain on securities sold or redeemed ...............             10,761
     Principal distributions ....................................            (14,056)
     Net unrealized depreciation of investments..................           (114,549)
                                                                          -----------

     Net capital applicable to Holders ..........................        $ 2,827,763
                                                                          ===========
</TABLE>

    4.    INCOME TAXES

          As of February 29, 2000, net unrealized depreciation of investments,
          based on cost for Federal income tax purposes, aggregated $114,549, of
          which $5,673 related to appreciated securities and $120,222 related to
          depreciated securities. The cost of investment securities for Federal
          income tax purposes was $2,912,836 at February 29, 2000.

    5.    DEFERRED ORGANIZATION COSTS

          Deferred organization costs are being amortized over a period of five
          years. Included in "Other liabilities" on the Statement of Condition
          is $680 payable to the Trustee for reimbursement of costs related to
          the organization of the Trust.


                                    D - 22.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (PENNSYLVANIA TRUST),
     DEFINED ASSET FUNDS

     PORTFOLIO
     As of February 29, 2000

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  Beaver Cnty., PA, Indl. Dev. Auth.,       AAA      $   450,000    5.450  %     2033         09/15/03   $   416,376 $   399,236
     Poll. Ctl. Rev. Rfdg. Bonds, 1993 Ser. A                                                    @ 102.000
     (Ohio Edison Co. Mansfield Proj.),
     (MBIA Ins.) (5)

  2  City of Philadelphia, PA, Water and       AAA          455,000    5.250        2023         06/15/03       417,981     405,127
     Wastewater Rev. Bonds, Ser. 1993                                                            @ 102.000
     (MBIA Ins.) (5)

  3  Northhampton Cnty., PA, Indl. Dev.        AA           500,000    5.700        2020         07/01/06       483,995     466,360
     Auth., Mtge. Rev. Bonds (Moravian Hall                                                      @ 100.000
     Square Proj.), Ser. 1996 B
     (Asset Guaranty Ins.) (5)

  4  Pennsylvania Higher Educl. Facs. Auth.,   AAA          440,000    5.875        2025         07/15/05       440,000     425,066
     St. Joseph's Univ. Rev. Bonds, Ser. 1995                                                    @ 102.000
     (Connie Lee Ins.) (5)

  5  Puerto Rico Elec. Pwr. Auth., Pwr. Rev.   BBB+         205,000    6.000        2016         07/01/04       206,544     207,347
     Bonds, Ser. T                                                                               @ 102.000

  6  The Hosp. and Higher Educ. Facs. Auth.    A3(m)        500,000    6.000        2014         06/01/03       500,000     504,870
     of Philadelphia, PA, Hosp. Rev.                                                             @ 102.000
     Bonds (Frankford Hospital), Ser. 1993 A

  7  The Hospitals and Higher Educ. Facs.      BBB+         430,000    6.625        2023         11/15/03       447,940     390,281
     Auth. of Philadelphia, PA, Hosp. Rev.                                                       @ 102.000
     Bonds (Temple Univ. Hosp.), Ser. 1993

                                                          ---------                                           ---------   ---------
                                                        $ 2,980,000                                         $ 2,912,836 $ 2,798,287
                                                          =========                                           =========   =========
</TABLE>

                     See Notes to Portfolios on page D - 24.


                                    D - 23.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 202 (CALIFORNIA, NEW JERSEY,
     NEW YORK AND PENNSYLVANIA TRUSTS),
     DEFINED ASSET FUNDS

     NOTES TO PORTFOLIOS
     As of February 29, 2000

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

    (2)   See Notes to Financial Statements.

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

    (4)   Insured by AAA-rated insurance companies that guarantee timely
          payments of principal and interest on the bonds (but not Fund units or
          the market value of the bonds before they mature).

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

    (6)   Bonds with an aggregate face amount of $630,000 of the New Jersey
          Trust have been pre-refunded and are expected to be called for
          redemption on the optional redemption provision dates shown.


                                    D - 24.

<PAGE>

DEFINED ASSET FUNDS--REGISTERED TRADEMARK--

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--202
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-00109) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                     15302--5/00
</TABLE>
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                               MULTISTATE SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

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

    The facing sheet of Form S-6.

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

    The Prospectus.

    The Signatures.

The following exhibits:

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

    1.11.1-- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit
            1.11.1 to the Post Effective Amendment No. 8 to the Registration
            Statement of Municipal Investment Trust Fund, Insured Series 186,
            1933 Act File No. 33-49159).

    1.11.2-- Municipal Investment Trust Fund Code of Ethics (incorporated by
            reference to Exhibit 1.11.2 to the Post Effective Amendment No. 8 to
            the Registration Statement of Municipal Investment Trust Fund,
            Insured Series 186, 1933 Act File No. 33-49159).

    4.1  --Consent of the Evaluator.

    5.1  --Consent of independent accountants.

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

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                             MULTISTATE SERIES--202
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--202, DEFINED ASSET FUNDS,
CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 10TH DAY OF MAY,
2000.

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

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

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

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

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

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

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

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

     GEORGE A. SCHIEREN
     JOHN L. STEFFENS

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

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

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

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

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

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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

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

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

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085,
  Reynolds Inc.:                            333-13039, 333-47553 and 333-89045
</TABLE>

     BRUCE F. ALONSO
     RICHARD M. DeMARTINI
     RAYMOND J. DROP
     JAMES F. HIGGINS
     JOHN J. MACK
     MITCHELL M. MERIN
     STEPHEN R. MILLER
     PHILIP J. PURCELL
     JOHN H. SCHAEFER
     THOMAS C. SCHNEIDER
     ALAN A. SCHRODER
     ROBERT G. SCOTT
     By MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)

                                      R-7


                                                                     EXHIBIT 4.1

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

                                                      May 10, 2000

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

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

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

RE: MUNICIPAL INVESTMENT TRUST FUND,
    MULTISTATE SERIES--202, DEFINED ASSET FUNDS

Gentlemen:

  We have examined the post-effective Amendment to the Registration Statement
File No. 333-00109 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

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

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

                                                      Sincerely,
                                                      FRANK A. CICCOTTO
                                                      Vice President



                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--202 Defined Asset Funds
(California, New Jersey, New York and Pennsylvania Trusts)

We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 333-00109 of our opinion dated April 13, 2000 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "How the Fund Works--Auditors" in such Prospectus.

DELOITTE & TOUCHE LLP
New York, NY
May 10, 2000



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