DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INTERM TERM SER 262
485BPOS, 2000-02-09
Previous: DEFINED ASSET FUNDS MUNICIPAL INVT TR FD INTERM TERM SER 244, 485BPOS, 2000-02-09
Next: SURMODICS INC, SC 13G, 2000-02-09




    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2000

                                                       REGISTRATION NO. 33-63391
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       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
                         INTERMEDIATE TERM SERIES--262
                              DEFINED ASSET FUNDS

B. NAME OF DEPOSITOR:

                   MERRILL LYNCH, PIERCE, FENNER & SMITH INC.
                           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:

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

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

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and will file the Rule 24f-2 Notice for the most
recent fiscal year in March, 2000.

Check box if it is proposed that this filing will become effective on February
18, 2000 pursuant to paragraph (b) of Rule 485.  /X/

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

                           MUNICIPAL INVESTMENT TRUST FUND
                           INTERMEDIATE TERM SERIES--262
                           (A UNIT INVESTMENT TRUST)
                           -  PORTFOLIO OF SHORT-INTERMEDIATE TERM MUNICIPAL
                              BONDS
                           -  DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
                              INCOME TAX
                           -  MONTHLY INCOME 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
INCORPORATED               upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated February 18, 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 THE EVALUATION DATE,
NOVEMBER 30, 1999.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ----
Risk/Return Summary..................     3
What You Can Expect From Your
  Investment.........................     7
  Monthly Income.....................     7
  Return Figures.....................     7
  Records and Reports................     7
The Risks You Face...................     8
  Interest Rate Risk.................     8
  Call Risk..........................     8
  Reduced Diversification Risk.......     8
  Liquidity Risk.....................     8
  Concentration Risk.................     8
  Bond Quality Risk..................     9
  Insurance Related Risk.............     9
  Litigation and Legislation Risks...     9
Selling or Exchanging Units..........     9
  Sponsors' Secondary Market.........     9
  Selling Units to the Trustee.......     9
  Exchange Option....................    10
How The Fund Works...................    10
  Pricing............................    10
  Evaluations........................    10
  Income.............................    11
  Expenses...........................    11
  Portfolio Changes..................    11
  Fund Termination...................    12
  Certificates.......................    12
  Trust Indenture....................    12
  Legal Opinion......................    13
  Auditors...........................    13
  Sponsors...........................    13
  Trustee............................    13
  Underwriters' and Sponsors'
    Profits..........................    13
  Public Distribution................    14
  Code of Ethics.....................    14
Taxes................................    14
Supplemental Information.............    15
Financial Statements.................   D-1
</TABLE>

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

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
     by investing in a fixed portfolio
     consisting primarily of municipal
     revenue bonds with an estimated average
     life of 5 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 13
     short-intermediate term tax-exempt
     municipal bonds with a current aggregate
     face amount of $10,555,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Fund's portfolio is not managed.
  -  When the bonds were initially deposited
     (December 20, 1995), they were rated A
     or better by Standard & Poor's, Moody's
     or Fitch, or in the opinion of the agent
     for the Sponsors had similar credit
     quality to bonds rated A or better. THE
     CREDIT 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.
  -  36% of the bonds are backed by bank
     letters of credit.
  -  31% of the bonds are insured by
     insurance companies.

     Letters of credit and insurance
     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                    13%
<C>  <S>
  -  Housing                                  10%
  -  Industrial Development Revenue          33%
  -  Refunded Bonds                          24%
  -  Solid Waste Disposal                     13%
  -  Transportation                             7%
</TABLE>

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

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

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

     Yes, if you want monthly income free
     from regular federal income tax. 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, if you are
     subject to AMT or if you cannot tolerate
     any risk.
</TABLE>

                                       3
<PAGE>

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

<TABLE>
<C>  <S>                                            <C>
     WHAT YOU MAY EXPECT (PAYABLE ON THE 25TH DAY
     OF EACH MONTH):
     Regular Monthly Income per unit                 $ 4.31
     Annual Income per unit                          $51.78
     RECORD DAY: 10th day of each month

     THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE;
     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)                                 2.50%

     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            2.50%
     $100,000 to $249,999          2.25%
     $250,000 to $499,999          2.00%
     $500,000 to $999,999          1.75%
     $1,000,000 and over           1.50%

     Maximum Exchange Fee          1.50%
</TABLE>

<TABLE>
                                                     $0.69
     Trustee's Fee
                                                     $0.54
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
<CAPTION>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<C>  <S>                                           <C>
                                                     $0.20
     Organization Costs
                                                     $0.12
     Evaluator's Fee
                                                     $0.38
     Other Operating Expenses
                                                     -----
                                                     $1.93
     TOTAL
</TABLE>

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

<TABLE>
<C>  <S>
 7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE
     PAST?

     IN THE FOLLOWING CHART WE SHOW PAST
     PERFORMANCE OF PRIOR SHORT-INTERMEDIATE
     SERIES, WHICH HAD THE SAME INVESTMENT
     OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS AS THIS FUND. These prior
     Short-Intermediate Series were offered
     between March 11, 1992 and October 3,
     1996 and were outstanding on December
     31, 1999. OF COURSE, PAST PERFORMANCE OF
     PRIOR SERIES IS NO GUARANTEE OF FUTURE
     RESULTS OF THIS FUND.

     AVERAGE ANNUAL COMPOUND TOTAL RETURNS
     FOR PRIOR SERIES
     REFLECTING ALL EXPENSES. FOR PERIODS
     ENDED 12/31/99.
</TABLE>

<TABLE>
<CAPTION>
                          WITH SALES FEE       NO SALES FEE
                         1 YEAR   5 YEARS    1 YEAR   5 YEARS
 <S>                    <C>       <C>       <C>       <C>
 -------------------------------------------------------------
 High                     1.93     5.07%     2.98%     5.78%
 Average                 -0.44      4.18      0.95      4.85
 Low                     -2.68      2.91     -1.86      3.49

<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.

 9.  HOW DO I BUY UNITS?

     The minimum investment is one unit.

<C>  <S>
     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.
</TABLE>

                                       4
<PAGE>
<TABLE>
<C>  <S>
     UNIT PRICE PER UNIT               $1,010.00
     (as of November 30, 1999)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly. In the opinion of
     bond counsel when each bond was issued, interest
     on the bonds in this Fund is generally 100%
     exempt from regular federal income tax.
     Interest on approximately   % of the bonds will
     be taken into account in determining your
     preference items for alternative minimum tax
     purposes. A portion of the income may also be
     exempt from state and local personal income
     taxes, depending on where you live.

     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 monthly income in cash
     unless you choose to compound your income by
     reinvesting with no sales fee in the Municipal
     Fund Investment Accumulation Program, Inc. This
     program is an open-end mutual fund with a
     comparable investment objective. Income from
     this program will generally be subject to state
     and local income taxes. FOR MORE COMPLETE
     INFORMATION ABOUT THE PROGRAM, INCLUDING CHARGES
     AND FEES, ASK THE TRUSTEE FOR THE PROGRAM'S
     PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST.
     THE TRUSTEE MUST RECEIVE YOUR WRITTEN ELECTION
     TO REINVEST AT LEAST 10 DAYS BEFORE THE RECORD
     DAY OF AN INCOME PAYMENT.

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

                                       5
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

<TABLE>
                                      EFFECTIVE
TAXABLE INCOME 2000*                  % TAX                                  TAX-FREE YIELD OF
  SINGLE RETURN      JOINT RETURN     BRACKET      3%        3.5%        4%        4.5%        5%        5.5%        6%
                                                                    IS EQUIVALENT TO A TAXABLE YIELD OF
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
- ---------------------------------------------------------------------------------------------------------------------------
$      0- 26,250   $      0- 43,850    15.00       3.53       4.12       4.71       5.29       5.88       6.47       7.06
- ---------------------------------------------------------------------------------------------------------------------------
$ 26,251- 63,550   $ 43,851-105,950    28.00       4.17       4.86       5.56       6.25       6.94       7.64       8.33
- ---------------------------------------------------------------------------------------------------------------------------
$ 63,551-132,600   $105,951-161,450    31.00       4.35       5.07       5.80       6.52       7.25       7.97       8.70
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
$132,601-288,350   $161,451-288,350    36.00       4.69       5.47       6.25       7.03       7.81       8.59       9.38
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
  OVER $288,350    OVER $288,350       39.60       4.97       5.79       6.62       7.45       8.28       9.11       9.93
- ---------------------------------------------------------------------------------------------------------------------------
<S>                <C>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>

<S>                <C>
TAXABLE INCOME 20
  SINGLE RETURN     6.5%
                      IS
                   EQUIVALENT
                     TO A
                   TAXABLE
                   YIELD OF
- -----------------
$      0- 26,250     7.65
- -----------------
$ 26,251- 63,550     9.03
- -----------------
$ 63,551-132,600     9.42
                   --------
- -----------------
$132,601-288,350    10.16
                   --------
- -----------------
  OVER $288,350     10.76
                   --------
- -----------------
</TABLE>

To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 2000 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. 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, the possible partial disallowance of deductions
or state and local taxation. Consequently, investors are urged to consult their
own tax advisers in this regard.

                MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX

<TABLE>
       INCOME+             MAXIMUM "PREFERENCE" INCOME
                              WITHOUT TRIGGERING AMT
                             (STATE INCOME TAX RATES)
SINGLE ++   JOINT ++        0%          7%         11%
<S>         <C>         <C>         <C>         <C>
- ----------------------------------------------------------
            $50,000      $20,000     $15,000     $13,000
- ----------------------------------------------------------
$30,000                  $19,000     $16,000     $14,000
- ----------------------------------------------------------
            $100,000     $24,000     $15,000     $11,000
- ----------------------------------------------------------
$55,000                  $21,000     $16,000     $13,000
- ----------------------------------------------------------
            $225,000     $30,000     $12,000     $ 3,000
- ----------------------------------------------------------
$205,000                 $30,000     $14,000     $ 6,000
- ----------------------------------------------------------
</TABLE>

NOTES:
 + Regular taxable income plus state income taxes
   and personal exemptions.
 ++ Assuming no dependents.
Under federal tax law, interest income on certain municipal bonds, although
exempt from regular income tax, is treated as a "preference" item for purposes
of AMT. The table above shows amounts of such municipal bond "preference"
interest income, assuming no other "preference" or similar items apply, that
individual taxpayers could receive in 2000 without becoming subject to the AMT.
The table gives information for single and joint returns of U.S. individuals
having no dependents. The table provides three income levels and three
hypothetical state income tax rates. The table further assumes that the stated
amount of municipal bond "preference" interest income is subject to state income
taxes.

                                       6
<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 monthly income because
the portfolio is fixed.

Along with your monthly 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.

                                       7
<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

The bonds will generally trade in the over-the-counter market. We cannot assure
you that a liquid trading market will exist, especially since current law may
restrict the Fund from selling bonds to any Sponsor. 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, the Fund is
said to be "concentrated" in that bond type, which makes the Fund less
diversified.

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

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

                                       8
<PAGE>
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 may be backed by insurance companies (as shown under Portfolio).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state laws and federal initiatives and tax law changes could
significantly affect the insurance business. The claims-paying ability of the
insurance companies is generally rated A or better by Standard & Poor's or
another nationally recognized rating organization. The insurance company ratings
are subject to change at any time at the discretion of the rating agencies.

LITIGATION AND LEGISLATION RISKS

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

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

SELLING OR EXCHANGING UNITS

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

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

SPONSORS' SECONDARY MARKET

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

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

SELLING UNITS TO THE TRUSTEE

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

Within seven days after your request and the necessary documents are received,
the

                                       9
<PAGE>
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 1.50%. You may exchange units of this Fund for units
of certain other funds at a reduced sales fee if your investment goals change.
To exchange units, you should talk to your financial professional about what
funds are exchangeable, suitable and currently available.

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

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

HOW THE FUND WORKS

PRICING

The price of a unit includes interest accrued on the bonds, less expenses, from
the 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.

These costs are amortized over the first five years of the Fund.

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

                                       10
<PAGE>
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 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.

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:

                                       11
<PAGE>
  - 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.

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

                                       12
<PAGE>
becomes effective when a successor accepts appointment. The Sponsors will try to
appoint a successor promptly; however, if no successor has accepted within
30 days after notice of resignation, the resigning Trustee or Evaluator may
petition a court to appoint a successor.

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

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

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

LEGAL OPINION

Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017, as
special counsel for the Sponsors, has given an opinion that the units are
validly issued.

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement 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 deposit of the bonds. Any cash made
available by you to

                                       13
<PAGE>
the Sponsors before the settlement date for those units may be used in the
Sponsors' businesses to the extent permitted by federal law and may benefit the
Sponsors.

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

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

PUBLIC DISTRIBUTION

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

CODE OF ETHICS

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

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 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.

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

                                       14
<PAGE>
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. Because the deductibility of capital losses is subject to limitations,
you may not be able to deduct all of your capital losses. Consult your tax
adviser in this regard.

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.

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 portfolio, 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.

                                       15
<PAGE>

          MUNICIPAL INVESTMENT TRUST FUND,
          INTERMEDIATE TERM SERIES - 262,
          DEFINED ASSET FUNDS

          REPORT OF INDEPENDENT ACCOUNTANTS

          The Sponsors, Trustee and Holders
          of Municipal Investment Trust Fund,
          Intermediate Term Series - 262, Defined Asset Funds:

          We have audited the accompanying statement of condition of Municipal
          Investment Trust Fund, Intermediate Term Series - 262, Defined Asset
          Funds, including the portfolio, as of November 30, 1999 and the
          related statements of operations and of changes in net assets for the
          years ended November 30, 1999, 1998 and 1997. These financial
          statements are the responsibility of the Trustee. Our responsibility
          is to express an opinion on these financial statements based on our
          audits.

          We conducted our audits in accordance with generally accepted auditing
          standards. Those standards require that we plan and perform the audit
          to obtain reasonable assurance about whether the financial statements
          are free of material misstatement. An audit includes examining, on a
          test basis, evidence supporting the amounts and disclosures in the
          financial statements. Securities owned at November 30, 1999, as shown
          in such portfolio, 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, Intermediate Term Series - 262, Defined Asset
          Funds at November 30, 1999 and the results of its operations and
          changes in its net assets for the above-stated years in conformity
          with generally accepted accounting principles.


          DELOITTE & TOUCHE LLP

          New York, N.Y.
          December 28, 1999


                                     D - 1.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS



     STATEMENT OF CONDITION
     As of November 30, 1999

<TABLE>
<S>                                                <C>              <C>
TRUST PROPERTY:
  Investment in marketable securities
     at value (cost $ 10,580,766)(Note 1) ........                  $  10,644,881
  Accrued interest................................                        148,918
  Cash - income ..................................                         66,320
  Cash - principal ...............................                        116,229
  Deferred organization costs (Note 5) ...........                          3,197
                                                                    -------------
    Total trust property .........................                     10,979,545


LESS LIABILITIES:
  Income advance from Trustee..................... $     177,539
  Accrued Sponsors' fees .........................         5,428
  Other liabilities ..............................         3,197          186,164
                                                   -------------    -------------


NET ASSETS, REPRESENTED BY:
  10,771 units of fractional undivided
     interest outstanding (Note 3) ...............    10,761,110

  Undistributed net investment income ............        32,271    $  10,793,381
                                                   -------------    =============

UNIT VALUE ($ 10,793,381 / 10,771 units)..........                  $    1,002.08
                                                                    =============
</TABLE>

                       See Notes to Financial Statements.


                                     D - 2.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS


     STATEMENTS OF OPERATIONS

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

  Interest income ........................    $   616,395      $   695,126       $   760,698
  Trustee's fees and expenses ............        (14,781)         (15,727)          (16,570)
  Sponsors' fees .........................         (5,924)          (6,027)           (6,022)
                                              ----------------------------------------------
  Net investment income ..................        595,690          673,372           738,106
                                              ----------------------------------------------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on
    securities sold or redeemed ..........         45,682           51,968            15,826
  Unrealized appreciation (depreciation)
    of investments .......................       (612,489)         247,514           262,463
                                              ----------------------------------------------
  Net realized and unrealized
    gain (loss) on investments ...........       (566,807)         299,482           278,289
                                              ----------------------------------------------



NET INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS ..............    $    28,883      $   972,854       $ 1,016,395
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 3.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS


     STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>

                                                           Years Ended November 30,
                                                     1999            1998            1997
                                                     ----            ----            ----

 <S>                                          <C>              <C>               <C>
OPERATIONS:
  Net investment income ..................    $   595,690      $   673,372       $   738,106
  Realized gain on
    securities sold or redeemed ..........         45,682           51,968            15,826
  Unrealized appreciation (depreciation)
    of investments .......................       (612,489)         247,514           262,463
                                              ----------------------------------------------
  Net increase in net assets
    resulting from operations ............         28,883          972,854         1,016,395
                                              ----------------------------------------------
DISTRIBUTIONS TO HOLDERS (Note 2):
  Income  ................................       (598,049)        (674,701)         (738,828)
  Principal ..............................        (23,194)         (30,760)           (9,942)
                                              ----------------------------------------------
  Total distributions ....................       (621,243)        (705,461)         (748,770)
                                              ----------------------------------------------
SHARE TRANSACTIONS:
  Redemption amounts - income ............         (2,818)          (2,567)           (2,744)
  Redemption amounts - principal .........     (1,754,266)      (1,248,929)       (1,064,503)
                                              ----------------------------------------------
  Total share transactions ...............     (1,757,084)      (1,251,496)       (1,067,247)
                                              ----------------------------------------------

NET DECREASE IN NET ASSETS ...............     (2,349,444)        (984,103)         (799,622)

NET ASSETS AT BEGINNING OF YEAR ..........     13,142,825       14,126,928        14,926,550
                                              ----------------------------------------------
NET ASSETS AT END OF YEAR ................    $10,793,381      $13,142,825       $14,126,928
                                              ==============================================
PER UNIT:
  Income distributions during
    year .................................    $     51.80      $     51.86       $     52.17
                                              ==============================================
  Principal distributions during
    year .................................    $      1.86      $      2.25       $      0.68
                                              ==============================================
  Net asset value at end of
    year .................................    $  1,002.08      $  1,053.96       $  1,033.35
                                              ==============================================
TRUST UNITS:
  Redeemed during year ...................          1,699            1,201             1,053
  Outstanding at end of year .............         10,771           12,470            13,671
                                              ==============================================
</TABLE>

                       See Notes to Financial Statements.


                                     D - 4.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, 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

     Cost of 10,771 units at Date of Deposit ....................   $11,204,713
     Less sales charge ..........................................       444,089
                                                                    -----------
     Net amount applicable to Holders ...........................    10,760,624
     Redemptions of units - net cost of 4,414 units redeemed
       less redemption amounts (principal).......................      (115,568)
     Realized gain on securities sold or redeemed ...............       115,835
     Principal distributions ....................................       (63,896)
     Net unrealized appreciation of investments..................        64,115
                                                                    -----------

     Net capital applicable to Holders ..........................   $10,761,110
                                                                    ===========

    4.    INCOME TAXES

          As of November 30, 1999, net unrealized appreciation of investments,
          based on cost for Federal income tax purposes, aggregated $64,115, of
          which $112,314 related to appreciated securities and $48,199 related
          to depreciated securities. The cost of investment securities for
          Federal income tax purposes was $ 10,580,766 at November 30, 1999.

    5.    DEFERRED ORGANIZATION COSTS

          Deferred organization costs are being amortized over a period of five
          years. Included in "Other liabilities" in the accompanying Statement
          of Condition is $3,197 payable to the Trustee for reimbursement of
          costs related to the organization of the Trust.


                                     D - 5.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS


     PORTFOLIO
     As of November 30, 1999

<TABLE>
<CAPTION>

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

<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
  1  City of Berwyn, IL, Rev. Bonds, Ser.      AAA      $   495,000    5.125  %     2006         None       $   490,055 $   496,762
     1995 (MacNeal Mem. Hosp. Assoc. Proj.)
     (AMBAC Ins.)(4)

  2  City of Des Moines, IA, Hosp. Fac. Rev.   AAA          760,000    5.150        2006         None           753,798     772,434
     Bonds, Ser. 1995 (Iowa Hlth. Sys.
     Restricted Grp.) (AMBAC Ins.) (4)
                                               AAA          590,000    5.150        2006         08/15/05       585,186     594,278
                                                                                                 @ 102.000

  3  City of Fort Wayne, IN, Econ. Dev. Rev.   AA-        1,800,000    5.750        2005         None         1,800,000   1,851,642
     Bonds, Ser. 1995 (Tuthill Corp. Proj.)
     (The First Natl. Bank of Chicago, Chicago,
     IL - Letter of Credit)(AMT) (5)(7)

  4  Florida Hsg. Fin. Agy., Multi-Family      A-         1,800,000    5.750        2002(6)(8)   12/01/02     1,836,036   1,815,768
     Hsg. Rev. Bonds, 1985 Ser. WW (Cypress                                                      @ 100.000
     Lake Apt. Proj.) (Heller Fin. Inc.,
     Chicago, IL - Letter of Credit)(7)

  5  Massachusetts Indl. Fin. Agy., Indl.      A(a)       1,700,000    5.500        2003         None         1,710,353   1,682,422
     Dev. Rev. Bonds (Lower Mills Assoc. II
     Ltd. Partnership - 1988 Ser.) (BayBank,
     Boston , MA  - Letter of Credit)(7)

  6  Missouri Hsg. Dev. Cmnty., Multi-         Aa1(m)(a)    120,000    5.500        2006         12/01/05       120,000     120,900
     Family Hsg. Rev. Bonds, Ser. 1995 A                                                         @ 103.000
     (Primm Place Apts. Proj.) (Boatmen's
     Natl. Bank of St. Louis, St. Louis, MO. -
     Letter of Credit) (AMT) (5) (7)
                                                            130,000    5.600        2007         12/01/05       130,000     131,000
                                                                                                 @ 103.000
</TABLE>


                                     D - 6.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS


     PORTFOLIO
     As of November 30, 1999

<TABLE>
<CAPTION>

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

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


  7  New York City, NY, Indl. Dev. Agy.,       A        $   700,000    6.000 %      2007         01/01/04   $   718,550 $   721,133
     Spec. Fac. Rev. Bonds, Ser. 1994                                                            @ 102.000
     (Terminal One Group Assoc., L.P. Proj.)
     (AMT) (5)

  8  Prince George's Cnty., MD, Proj. and      Baa1(m)      300,000    4.750        2003         None           288,054     291,492
     Rfdg. Rev. Bonds (Dimensions Hlth.
     Corp. Iss.), Ser. 1994

  9  Solid Waste Agy. of Northern Cook         AAA        1,410,000    5.150        2006         05/01/05     1,398,734   1,414,526
     Cnty., IL, Contract Rev. Rfdg. Bonds,                                                       @ 102.000
     Ser. 1995 A (MBIA Ins.)(AMT) (5) (4)

 10  Virginia Hsg. Dev. Auth., Multi-Family    AA+          225,000    5.400        2004         None           225,000     225,707
     Hsg. Bonds, 1996 Ser. C (AMT) (5)

                                                            525,000    5.400        2004         None           525,000     526,817


                                                         ----------                                          ----------  ----------
                                                        $10,555,000                                         $10,580,766 $10,644,881
                                                         ==========                                          ==========  ==========
</TABLE>

                             See Notes to Portfolio.


                                     D - 7.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS


     NOTES TO PORTFOLIO
     As of November 30, 1999

    (1)   The ratings are of the bonds themselves 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)"; "(a)" indicates
          that it is a rating of the outstanding debt obligations of the
          institution providing the letter of credit or guarantee; "(b)"
          indicates that while there is no such available rating, in the opinion
          of Defined Asset Funds research analysts, the bond has credit
          characteristics comparable to bonds rated "A" or better; "(c)"
          indicates that while there is no such available rating, in the opinion
          of Defined Asset Funds research analysts, the bond does not have
          credit characteristics comparable to bonds rated "A" or better. Bond
          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 the indicated municipal bond insurance company.

    (5)   Securities that are tax preference items for purposes of the
          Altenative Minimum Tax are indicated by "(AMT)".


                                     D - 8.
<PAGE>

     MUNICIPAL INVESTMENT TRUST FUND,
     INTERMEDIATE TERM SERIES - 262, DEFINED ASSET FUNDS


     NOTES TO PORTFOLIO
     As of November 30, 1999


    (6)   The debt obligation in Portfolio Number 4 has a stated maturity date
          of 2007. However, the Trustee, as the holder of this debt obligation,
          has the right to cause such debt obligation to be repurchased or
          redeemed at par on the specific date indicated. In the certain
          instances, the corporate obligor of such debt obligation has the right
          to cause a third party to purcahase the Debt Obligation in lieu of
          redemptions. The Sponsors have given irrevocable instructions to the
          Trustee to exercise its right to cause such debt obligation to be so
          redeemed, repurchased, or purchased, unless it can be sold, in the
          opinion of the Trustee, for a net amount in excess of par before such
          time as the Trustee is required to exercise such rights.

    (7)   Certain bonds are covered by letters of credit which may expire prior
          to the maturity dates of the bonds. Upon expiration of a letter of
          credit, the issuer of the bond is obligated to obtain a replacement
          letter of credit or call the bond.

    (8)   Bonds with an aggregate face amount of $1,800,000 have been
          pre-refunded and are expected to be called for redemption on the
          optional redemption provision date shown.


                                     D - 9.
<PAGE>
DEFINED ASSET FUNDS-SM-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most recent free             INTERMEDIATE TERM SERIES--262
Information Supplement                   (A Unit Investment Trust)
that gives more details about            ---------------------------------------
the Fund, by calling:                    This Prospectus does not contain
The Chase Manhattan Bank                 complete information about the
1-800-323-1508                           investment company filed with the
                                         Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         33-63391) 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.
                                                                     15163--2/00
</TABLE>
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                            INTERMEDIATE TERM 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,
           Multi-state Series--48, 1933 Act File No. 33-50247).

    4.1 --Consent of the Evaluator.

    5.1 --Consent of independent accountants.

    9.1 -- Information Supplement (incorporated by reference to Exhibit 9.1 to
          Amendment No. 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
                         INTERMEDIATE TERM SERIES--262
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, INTERMEDIATE TERM SERIES--262, 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 9TH DAY OF
FEBRUARY, 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:              NumberNumber: 333-70593
</TABLE>

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

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

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

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

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

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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

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

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

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     By MICHAEL D. BROWNE
  Reynolds Inc.:                               (As authorized signatory for
                                               Dean Witter Reynolds Inc.
                                               and Attorney-in-fact for the
                                               persons listed above)Act File
                                               Numbers: 33-17085, 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

                                      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

                                                      February 9, 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,
    INTERMEDIATE TERM SERIES--262, DEFINED ASSET FUNDS

Gentlemen:

  We have examined the post-effective Amendment to the Registration Statement
File No. 33-63391 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--Intermediate Term Series--262, Defined Asset
Funds

We consent to the use in this Post-Effective Amendment No. 4 to Registration
Statement No. 33-63391 of our opinion dated December 28, 1999 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "Miscellaneous--Auditors" in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
February 9, 2000



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission