Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund--Multistate Series--204 (California,
Connecticut, Maryland, New York, Pennsylvania and Virginia Trusts), Defined
Asset Funds
We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 333-01227 of our opinion dated May 24, 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, N.Y.
June 14, 2000
