MUNICIPAL INVESTMENT TR FD MULTISTATE SER 215 DEF ASSET FDS, 485BPOS, 1998-11-16

MUNICIPAL INVESTMENT TR FD MULTISTATE SER 215 DEF ASSET FDS
485BPOS, 1998-11-16

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 16, 1998

REGISTRATION NO. 333-08931
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 2
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:

DEFINED ASSET FUNDS--
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--215

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:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. ROBERT E. HOLLEY LAURIE A. HESSLEIN
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

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 10, 1998.

Check box if it is proposed that this filing will become effective on November
20, 1998 pursuant to paragraph (b) of Rule 485. / x /

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

MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--215
(A UNIT INVESTMENT TRUST)
O CALIFORNIA, FLORIDA, NEW MEXICO, NEW YORK,
OHIO AND PENNSYLVANIA PORTFOLIOS
O PORTFOLIOS OF LONG TERM MUNICIPAL BONDS
O DESIGNED FOR FEDERALLY TAX-FREE INCOME
O EXEMPT FROM SOME STATE TAXES
O MONTHLY DISTRIBUTIONS

SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith -------------------------------------------------
Incorporated The Securities and Exchange Commission has not
Salomon Smith Barney Inc. approved or disapproved these Securities or
Prudential Securities passed upon the adequacy of this prospectus. Any
Incorporated representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated November 20, 1998.

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

Defined Asset FundsSM
Defined Asset FundsSM is America's oldest and largest family of unit investment
trusts, with over $115 billion sponsored over the last 25 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:
o A disciplined strategy of buying and holding with a long-term view is the
cornerstone of Defined Asset Funds.
o Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
funds are not managed and portfolio changes are limited.
o Defined Portfolios: We choose the stocks and bonds in advance, so you know
what you're investing in.
o Professional research: Our dedicated research team seeks out stocks or bonds
appropriate for a particular fund's objectives.
o 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 AUGUST 31, 1998, THE
EVALUATION DATE.

CONTENTS
PAGE
-----------
California Insured Portfolio--
Risk/Return Summary.................................. 3
Florida Insured Portfolio-- Risk/Return Summary......... 6
New Mexico Portfolio--Risk/Return Summary............... 9
New York Insured Portfolio--
Risk/Return Summary.................................. 12
Ohio Insured Portfolio--
Risk/Return Summary.................................. 15
Pennsylvania Insured Portfolio--
Risk/Return Summary.................................. 18
What You Can Expect From Your Investment................ 23
Monthly Income....................................... 23
Return Figures....................................... 23
Records and Reports.................................. 23
The Risks You Face...................................... 24
Interest Rate Risk................................... 24
Call Risk............................................ 24
Reduced Diversification Risk......................... 24
Liquidity Risk....................................... 24
Concentration Risk................................... 24
State Concentration Risk............................. 25
Bond Quality Risk.................................... 29
Insurance Related Risk............................... 29
Litigation and Legislation Risks..................... 29
Selling or Exchanging Units............................. 29
Sponsors' Secondary Market........................... 30
Selling Units to the Trustee......................... 30
Exchange Option...................................... 31
How The Fund Works...................................... 31
Pricing.............................................. 31
Evaluations.......................................... 31
Income............................................... 31
Expenses............................................. 31
Portfolio Changes.................................... 32
Fund Termination..................................... 32
Certificates......................................... 33
Trust Indenture...................................... 33
Legal Opinion........................................ 34
Auditors............................................. 34
Sponsors............................................. 34
Trustee.............................................. 34
Underwriters' and Sponsors' Profits 34
Public Distribution.................................. 35
Code of Ethics....................................... 35
Year 2000 Issues..................................... 35
Taxes................................................... 35
Supplemental Information................................ 38
Financial Statements.................................... D-1

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

CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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?
O The Fund plans to hold to maturity 8 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,950,000. The Fund is a unit investment trust which means
that, unlike a mutual fund, the Portfolio is not managed.
o The bonds are rated AAA or Aaa by Standard & Poor's,
Moody's or Fitch.
o 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.
o 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:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / Hospitals/Healthcare 30%
/ / Municipal Water/Sewer Utilities 15%
/ / Refunded Bonds 15%
/ / Special Tax Issues 18%
/ / State/Local Municipal Electric
Utilities 15%
/ / Tax Allocation 7%

4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or a drop in bond ratings can reduce the price of
your units.
o Because the Fund is concentrated in hospital/healthcare
bonds, adverse developments in these sectors may affect the
value of your units.
o 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.
o 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.

3
<PAGE>

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.

DEFINING YOUR INCOME

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 $ 4.37
Annual Income per unit: $ 52.46
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

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:

YOUR MAXIMUM
SALES FEE
IF YOU INVEST: WILL BE:
----------------------------------- -----------------
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%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.69
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
$ 0.33
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.18
Other Operating Expenses
-----------
$ 1.85
TOTAL

7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
California Portfolios, which had investment objectives,
strategies and types of bonds substantially similar to this
Fund. These prior Series differed in that they charged a
higher sales fee. These prior California Series were offered
between March 30, 1988 and September 27, 1996 and were
outstanding on September 30, 1998. OF COURSE, PAST
PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 9/30/98.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 10 YEARS 1 YEAR 5 YEARS 10 YEARS

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

High 6.54% 5.07% 7.45% 11.50% 6.15% 8.05%
Average 4.38 4.38 7.32 7.66 5.39 7.91
Low 2.62 3.84 7.19 4.39 4.75 7.68

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

Average
Sales fee 3.18% 5.01% 5.70%

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

Note: All returns represent changes in unit price with distributions reinvested
into the Municipal Fund Investment Accumulation Program.

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.

4
<PAGE>

9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,060.77
(as of August 31, 1998)
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.
UNIT PAR VALUE $1,000.00
Unit par value means the total amount of money you should
generally receive on each unit by the termination of the
Fund (other than interest and premium on the bonds). This
total amount assumes that all bonds in the Fund are either
paid at maturity or called by the issuer at par or are sold
by the Fund at par. If you sell your units before the Fund
terminates, you may receive more or less than the unit par
value.
10. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale. You will not pay any other
fee when you sell your units.

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax. Your income may also be
exempt from some 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.

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

FLORIDA INSURED PORTFOLIO--RISK/RETURN SUMMARY

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?
O The Fund plans to hold to maturity 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$2,950,000. The Fund is a unit investment trust which means
that, unlike a mutual fund, the Portfolio is not managed.
o The bonds are rated AAA or Aaa by Standard & Poor's,
Moody's or Fitch.
o 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.
o 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:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / Airports/Ports/Highways 17%
/ / General Obligation 25%
/ / Hospitals/Healthcare 34%
/ / Municipal Water/Sewer Utilities 17%
/ / Refunded Bonds 7%

4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or a drop in bond ratings can reduce the price of
your units.
o Because the Fund is concentrated in hospital/healthcare and
general obligation bonds, adverse developments in these
sectors may affect the value of your units.
o 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.
o 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 FLORIDA SO
IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT
TO RISKS PARTICULAR TO FLORIDA WHICH ARE BRIEFLY DESCRIBED
UNDER STATE CONCENTRATION RISKS LATER IN THIS PROSPECTUS.

6
<PAGE>

DEFINING YOUR INCOME

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 $ 4.33
Annual Income per unit: $ 52.03
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

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:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.69
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
$ 0.44
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.29
Other Operating Expenses
-----------
$ 2.07
TOTAL

7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
Florida 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 Florida Series were offered
between April 20, 1988 and December 6, 1996 and were
outstanding on September 30, 1998. OF COURSE, PAST
PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 9/30/98.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 1 YEAR 5 YEARS
- ---------------------------------------------------------------
High 6.79% 5.03% 11.75% 6.22%
Average 4.12 4.34 7.49 5.39
Low 2.01 3.81 4.00 4.81

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

Average 3.30% 5.17%
Sales fee

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

Note: All returns represent changes in unit price with distributions reinvested
into the Municipal Fund Investment Accumulation Program.

7
<PAGE>

9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,060.00
(as of August 31, 1998)
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.
UNIT PAR VALUE $1,000.00
Unit par value means the total amount of money you should
generally receive on each unit by the termination of the
Fund (other than interest and premium on the bonds). This
total amount assumes that all bonds in the Fund are either
paid at maturity or called by the issuer at par or are sold
by the Fund at par. If you sell your units before the Fund
terminates, you may receive more or less than the unit par
value.
10. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale. You will not pay any other
fee when you sell your units.

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax. Your income may also be
exempt from some Florida state and local taxes if you live
in Florida.
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. 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.

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

NEW MEXICO PORTFOLIO--RISK/RETURN SUMMARY

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?
O The Fund plans to hold to maturity 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,755,000. The Fund is a unit investment trust which means
that, unlike a mutual fund, the Portfolio is not managed.
o 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.
o 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.
o 59% 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:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / Hospitals/Healthcare 16%
/ / Industrial Development Revenue 18%
/ / Municipal Water/Sewer Utilities 13%
/ / Refunded Bonds 23%
/ / Special Tax Issues 14%
/ / Universities/Colleges 16%

4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or a drop in bond ratings can reduce the price of
your units.
o 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.
o 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 MEXICO
SO IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS
SUBJECT TO RISKS PARTICULAR TO NEW MEXICO WHICH ARE BRIEFLY
DESCRIBED UNDER STATE CONCENTRATION RISKS LATER IN THIS
PROSPECTUS.

9
<PAGE>

DEFINING YOUR INCOME

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 $ 4.41
Annual Income per unit: $ 52.95
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

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:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.69
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
$ 0.35
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.21
Other Operating Expenses
-----------
$ 1.90
TOTAL

7. 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.
8. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,067.01
(as of August 31, 1998)
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
<PAGE>

UNIT PAR VALUE $1,000.00
Unit par value means the total amount of money you should
generally receive on each unit by the termination of the
Fund (other than interest and premium on the bonds). This
total amount assumes that all bonds in the Fund are either
paid at maturity or called by the issuer at par or are sold
by the Fund at par. If you sell your units before the Fund
terminates, you may receive more or less than the unit par
value.
9. 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.

10. 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 [ ] state and local personal
income taxes if you live in [ ].
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.
11. 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. 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.

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

NEW YORK INSURED PORTFOLIO--RISK/RETURN SUMMARY

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,950,000. The Fund is a unit investment trust which means
that, unlike a mutual fund, the Portfolio is not managed.
o The bonds are rated AAA or Aaa by Standard & Poor's,
Moody's or Fitch.
o 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.
o 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:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / Airports/Ports/Highways 14%
/ / Hospitals/Healthcare 41%
/ / Industrial Development Revenue 15%
/ / Lease Rental Appropriation 15%
/ / Municipal Water/Sewer Utilities 15%

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.

12
<PAGE>

DEFINING YOUR INCOME

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 $ 4.46
Annual Income per unit: $ 53.53
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

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:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.69
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
$ 0.33
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.21
Other Operating Expenses
-----------
$ 1.88
TOTAL

7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior New
York Portfolios, which had investment objectives, strategies
and types of bonds substantially similar to this Fund. These
prior Series differed in that they charged a higher sales
fee. These prior New York Series were offered between
January 14, 1988 and September 11, 1997 and were outstanding
on September 30, 1998. OF COURSE, PAST PERFORMANCE OF PRIOR
SERIES IS NO GUARANTEE OF FUTURE RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 9/30/98.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 10 YEARS 1 YEAR 5 YEARS 10 YEARS

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

High 6.94% 5.26% 7.87% 11.62% 6.02% 8.47%
Average 4.47 4.41 7.51 7.72 5.44 8.10
Low 2.18 3.81 7.37 4.79 4.76 7.59

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

Average
Sales fee 3.17% 5.11% 5.73%

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

Note: All returns represent changes in unit price with distributions reinvested
into the Municipal Fund Investment Accumulation Program.

13
<PAGE>

9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,072.50
(as of August 31, 1998)
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.
UNIT PAR VALUE $1,000.00
Unit par value means the total amount of money you should
generally receive on each unit by the termination of the
Fund (other than interest and premium on the bonds). This
total amount assumes that all bonds in the Fund are either
paid at maturity or called by the issuer at par or are sold
by the Fund at par. If you sell your units before the Fund
terminates, you may receive more or less than the unit par
value.
10. HOW DO I SELL UNITS?
You may sell your units at any time to any Sponsor or the
Trustee for the net asset value determined at the close of
business on the date of sale. You will not pay any other
fee when you sell your units.

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax. Your income may also be
exempt from some New York state and local personal income
taxes if you live in New York.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to
compound your income by reinvesting at no sales fee in the
Municipal Fund Investment Accumulation Program, Inc. This
program is an open-end mutual fund with a comparable
investment objective, but the bonds 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.

14
<PAGE>
- --------------------------------------------------------------------------------

OHIO INSURED PORTFOLIO--RISK/RETURN SUMMARY

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 8 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,250,000. The Fund is a unit investment trust which means
that, unlike a mutual fund, the Portfolio is not managed.
o The bonds are rated AAA or Aaa by Standard & Poor's,
Moody's or Fitch.
o 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.
o 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:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / Airports/Ports/Highways 15%
/ / General Obligation 4%
/ / Hospitals/Healthcare 35%
/ / Industrial Development Revenue 15%
/ / Municipal Water/Sewer Utilities 31%

4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or a drop in bond ratings can reduce the price of
your units.
o Because the Fund is concentrated in hospital/healthcare and
municipal water/sewer utilities bonds, adverse developments
in these sectors may affect the value of your units.
o 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.
o 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 OHIO SO IT
IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT TO
RISKS PARTICULAR TO OHIO WHICH ARE BRIEFLY DESCRIBED UNDER
STATE CONCENTRATION RISKS LATER IN THIS PROSPECTUS.

15
<PAGE>

DEFINING YOUR INCOME

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 $ 4.46
Annual Income per unit: $ 53.58
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

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:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.69
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
$ 0.40
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.22
Other Operating Expenses
-----------
$ 1.96
TOTAL

7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
Ohio 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 Ohio Series were offered between July 28,
1988 and July 11, 1996 and were outstanding on September 30,
1998. OF COURSE, PAST PERFORMANCE OF PRIOR SERIES IS NO
GUARANTEE OF FUTURE RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 9/30/98.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 1 YEAR 5 YEARS
- ---------------------------------------------------------------
High 6.67% 4.74% 11.25% 5.91%
Average 4.13 4.21 7.01 5.26
Low 2.71 3.76 4.45 4.73
- ---------------------------------------------------------------

Average
Sales fee 2.89% 5.24%

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

Note: All returns represent changes in unit price with distributions reinvested
into the Municipal Fund Investment Accumulation Program.

16
<PAGE>

9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,072.88
(as of August 31, 1998)
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.
UNIT PAR VALUE $1,000.00
Unit par value means the total amount of money you should
generally receive on each unit by the termination of the
Fund (other than interest and premium on the bonds). This
total amount assumes that all bonds in the Fund are either
paid at maturity or called by the issuer at par or are sold
by the Fund at par. If you sell your units before the Fund
terminates, you may receive more or less than the unit par
value.
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 Ohio state and local personal income taxes
if you live in Ohio.
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.

17
<PAGE>
- --------------------------------------------------------------------------------

PENNSYLVANIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 7 long-term tax-exempt
municipal bonds with an aggregate face amount of
$3,210,000. The Fund is a unit investment trust which means
that, unlike a mutual fund, the Portfolio is not managed.
o The bonds are rated AAA or Aaa by Standard & Poor's,
Moody's or Fitch.
o 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.
o 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:

APPROXIMATE
PORTFOLIO
PERCENTAGE

/ / General Obligation 16%
/ / Hospitals/Healthcare 16%
/ / Municipal Water/Sewer Utilities 16%
/ / Refunded Bonds 45%
/ / Special Tax Issues 7%

4. WHAT ARE THE SIGNIFICANT RISKS?
YOU CAN LOSE MONEY BY INVESTING IN THE FUND. THIS CAN
HAPPEN FOR VARIOUS REASONS, INCLUDING:
o Rising interest rates, an issuer's worsening financial
condition or a drop in bond ratings can reduce the price of
your units.
o The Portfolio is concentrated in refunded.
o 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.
o 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.

18
<PAGE>

DEFINING YOUR INCOME

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 $ 4.47
Annual Income per unit: $ 53.71
These figures are estimates determined on the evaluation
day; actual payments may vary.

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

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:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.69
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
$ 0.40
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.28
Other Operating Expenses
-----------
$ 2.02
TOTAL

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 between March 4, 1988 and September 11, 1997 and
were outstanding on September 30, 1998. OF COURSE, PAST
PERFORMANCE OF PRIOR SERIES IS NO GUARANTEE OF FUTURE
RESULTS OF THIS FUND.
AVERAGE ANNUAL COMPOUND TOTAL RETURNS
FOR PRIOR SERIES
Reflecting all expenses. For periods ended 9/30/98.

WITH SALES FEE NO SALES FEE
1 YEAR 5 YEARS 10 YEARS 1 YEAR 5 YEARS 10 YEARS

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

High 6.45% 5.08% 7.33% 10.73% 6.08% 7.93%
Average 3.97 4.31 7.28 7.24 5.35 7.86
Low 2.42 3.72 7.22 3.61 4.76 7.76

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

Average
Sales fee 3.20% 5.12% 5.60%

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

Note: All returns represent changes in unit price with distributions reinvested
into the Municipal Fund Investment Accumulation Program.

19
<PAGE>

9. HOW DO I BUY UNITS?
The minimum investment is $250.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,080.14
(as of August 31, 1998)
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.
UNIT PAR VALUE $1,000.00
Unit par value means the total amount of money you should
generally receive on each unit by the termination of the
Fund (other than interest and premium on the bonds). This
total amount assumes that all bonds in the Fund are either
paid at maturity or called by the issuer at par or are sold
by the Fund at par. If you sell your units before the Fund
terminates, you may receive more or less than the unit par
value.
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. 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.

20
<PAGE>
- --------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

FOR CALIFORNIA RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

FOR FLORIDA RESIDENTS
- --------------------------------------------------------------------------------

EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

FOR NEW MEXICO RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

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 1998
federal and applicable state 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, you should consult your own tax advisers in this
regard.

21
<PAGE>
- --------------------------------------------------------------------------------
TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS

FOR NEW YORK CITY RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

FOR NEW YORK STATE RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

FOR OHIO RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

FOR PENNSYLVANIA RESIDENTS
- --------------------------------------------------------------------------------

COMBINED
EFFECTIVE
TAXABLE INCOME 1998* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

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 1998
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.

22
<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:
o elimination of one or more bonds from the Fund's portfolio because of
calls, redemptions or sales;
o a change in the Fund's expenses; or
o 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):

Estimated Annual Estimated
Interest Income - Annual Expenses
- -------------------------------------------------
Unit Price

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:
o a monthly statement of income payments and any principal payments;
o a notice from the Trustee when new bonds are deposited in exchange or
substitution for bonds originally deposited;
o an annual report on Fund activity; and
o 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:
o copies of bond evaluations to enable you to comply with federal and state tax
reporting requirements; and
o audited financial statements of the Fund.

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

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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:
o it no longer needs the money for the original purpose;
o the project is condemned or sold;
o the project is destroyed and insurance proceeds are used to redeem the
bonds;
o any related credit support expires and is not replaced; or
o interest on the bonds become taxable.

If the bonds are called, your inocme 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, Florida, New York and Ohio
Portfolios' concentrations in hospital and healthcare bonds.
o 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;
o hospitals face increasing competition resulting from hospital mergers and
affiliations;
o hospitals need to reduce costs as HMOs increase market penetration and
hospital supply and drug companies raise prices;
o hospitals and health care providers are subject to various legal claims by
patients and others and are adversely affected by increasing costs of
insurance; and

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<PAGE>
o 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;
o 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
o 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 Florida Portfolio's concentration in
general obligation bonds.
o general obligation bonds are backed by the issuer's pledge of its full
faith, credit and taxing power;
o but the taxing power of any government issuer may be limited by provisions
of the state constitution or laws as well as political considerations; and
o an issuer's credit can be negatively affected by various factors, including
population decline that erodes the tax base, natural disasters, decline in
industry, limited access to capital markets or heavy reliance on state or
federal aid.

Here is what you should know about the Ohio Portfolio's concentration in
municipal water and sewer utility bonds. Payment for these bonds depends on:
the rates the utilities may charge, the demand for their services and the cost
of operating their business which includes the expense of complying with
environmental and other energy and licensing laws and regulations. The operating
results of utilities are particularly influenced by:
o increases in operating and construction costs;
o the costs and availability of fuel; and
o unpredicability of future usage requirements.

Here is what you should know about the Pennsylvania Portfolio's concentration in
refunded bonds.

Refunded bonds are typically:
o backed by direct obligations of the U.S. government; or
o in some cases, backed by obligations guaranteed by the U.S. government and
placed in escrow with an independent trustee;
o noncallable prior to maturity; but
o sometimes called for redemption prior to maturity.

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.

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

o Since that time the California economy has improved and the extreme
budgetary pressures have begun to lessen. However, the Asian economic
crisis is expected to have some negative effect on the State's economy.

State Government

The 1997-98 Budget Act allocated a State budget of approximately $66.9 Billion
and

25
<PAGE>
contains no tax increases or reductions. Despite this somewhat improved state,
California's budget is still subject to certain unforeseeable events. For
example:

o In December, 1994, Orange County and its investment pool filed for
bankruptcy. While a settlement has been reached, the impact, if any on the
State and Orange County is still unknown.

o California faces constant fluctuations in other expenses (including health
and welfare caseloads, property tax receipts, federal funding and natural
disaster relief) that could create new budgetary pressure and could effect
issuers' ability to pay their debts.

o California's general obligation bonds are currently rated AA3 by Moody's
and A+ by Standard & Poor's.

Other Risks

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

o Certain provisions of California's Constitution, laws and regulatory system
contain tax, spending and appropriations limits and prohibit the
imposition of certain taxes without voter approval.

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

o 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.

FLORIDA RISKS

Generally

Florida's financial condition is affected by numerous national, economic, social
and environmental policies and conditions. For example:

o south Florida is heavily involved with foreign tourism, trade and
investment capital. As a result, the region is susceptible to international
trade and currency imbalances and economic problems in Central and South
America;

o central and northern Florida are more vulnerable to agricultural problems,
such as crop failures or severe weather conditions, especially in the
citrus and sugar industries; and

o the state as a whole is also very dependent on tourism and construction.

State and Local Government

The state of Florida and its local governments are restricted in their ability
to raise taxes and incur debts. These restrictions limit their ability to
generate revenue, and so could hurt their ability to pay debts.

General obligations of the state are rated Aa2 by Moody's, AA+ by Standard &
Poor's and AA by Fitch.

NEW MEXICO RISKS

Generally

Various factors affect the economies of New Mexico and the Albuquerque
metropolitan area:

o Both economies performed moderately well during 1996 and 1997.

o However, the rates of job growth and increases in personal income have
slowed from the strong levels of the recent past.

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<PAGE>
o Still, the state's low wages, productive work force, relatively low tax
burden and quality of life continue to attract new and expanded
manufacturing and services businesses and to support growth in other
sectors.

Although the Albuquerque and state economies remain healthy, further increases
are expected to be below the levels of the early and mid-1990s.

Federal Spending

The State's economy has been highly dependent on government spending in general
and on defense spending in particular.

o However, Federal government employment has declined overall, and job losses
have already occurred because of cutbacks by the Department of Energy,
which affect the national laboratories at Los Alamos.

o Further job losses are expected over the long term because of additional
cutbacks that will affect the laboratories at both Sandia and Los Alamos.

State and Local Government

New Mexico's general obligation bonds are currently rated Aa1 by Moody's and AA+
by Standard & Poor's.

As of December 30, 1997, the City of Albuquerque's outstanding general
obligation bonds were rated Aa3 by Moody's and AA by Standard & Poor's. However,
according to information provided by the City of Albuquerque, Moody's outlook
for the city's credit rating at the end of 1997 was negative. According to
Moody's, the negative outlook reflected:

o a recent trend of declining fund balances;

o continued heavy reliance on gross receipts taxes; and

o reduced financial flexibility, resulting from financial pressures created
by new contracts with city workers.

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:

o the high combined state and local tax burden;

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

o sensitivity to the financial services industry; and

o dependence on federal aid.

State Government

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

New York City Government

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

o aging public facilities that need repair or replacement;

o welfare and medical costs;

o expiring labor contracts; and

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<PAGE>
o 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.

OHIO RISKS

Generally

Overall, Ohio's economy is more cyclical than non-industrial states and the
nation as a whole:

o manufacturing (especially auto-related manufacturing) is an important part
of Ohio's economy.

o agriculture and related industries are also very important.

o recent employment growth has been in non-manufacturing areas.

State Government

The Ohio general revenue fund for the current two-year period calls for
expenditures of over $36 billion:

o because general fund receipts and payments do not match exactly, temporary
cash-flow deficiencies occur throughout the year. Ohio law permits the
state government to manage this problem by permitting the adjustment of
payment schedules and the use of the total operating fund.

o Ohio's general obligation bonds are currently rated Aa1 by Moody's; AA+ by
Standard & Poor's (except for the State's highway bonds which Standard &
Poor's rates AAA). Fitch rates Ohio's general obligation bonds and its
highway bonds AA+. Any of these ratings may be changed.

o Ohio voters have authorized the State to incur debt to which taxes or
excises are pledged for payment.

Education Financing

In March of 1997, the Ohio Supreme Court found major parts of the state's school
funding system to be unconstitutional. The Court ruled that, although property
taxes can play a role in school financing, they can no longer be the primary
means of school financing. The court stayed its ruling for one year to allow the
State to devise a system that complied with the State's constitution. During
that stay, repayment provisions of certain bonds issued for school funding will
remain valid.

PENNSYLVANIA RISKS

Generally

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

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

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

o 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 lead to increased spending.

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<PAGE>
o 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.

o Philadelphia has considered significant service cuts and privatization of
certain services which it has provided to date.

o 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, 1997,
approximately $1.1 billion in PICA Special Revenue Bonds were outstanding.

o Pennsylvania's general obligation bonds are currently rated A1 by Moody's
and AA-by Standard & Poor's. Philadelphia's general obligation bonds are
rated Baa 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 may be 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:
o limiting real property taxes,
o reducing tax rates,
o imposing a flat or other form of tax, or
o 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:
o adding the value of the bonds, net accrued interest, cash and any other
Fund assets;
o 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
o 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.

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<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 [other than any remaining deferred sales
charge.]We may resell the units to other buyers or to the Trustee. You should
consult your financial professional for current market prices to determine if
other broker-dealers or banks are offering higher prices.

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

SELLING UNITS TO THE TRUSTEE

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

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

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.

If you acquire 25% or more of the outstanding units of the Fund and you sell
units with a value exceeding $250,000, the Trustee may choose to pay you 'in
kind' by distributing bonds and cash with a total value equal to the price of
those units. The Trustee will try to distribute bonds in the portfolio pro rata,
but it reserves the right to distribute only one or a few bonds. The Trustee
will act as your agent in an in kind distribution and will either hold the bonds
for your account or sell them as you instruct. You must pay any transaction
costs as well as transfer and ongoing custodial fees on sales of bonds
distributed in kind.

There could be a delay in paying you for your units:
o if the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o 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
o for any other period permitted by SEC order.

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<PAGE>
EXCHANGE OPTION

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

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

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

HOW THE FUND WORKS

PRICING

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

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

In addition, as with mutual funds, the Fund (and therefore the investors) pay
all or some of the costs of organizing the Fund including:
o cost of initial preparation of legal documents;
o federal and state registration fees;
o initial fees and expenses of the Trustee;
o initial audit; and
o 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:
o to reimburse the Trustee for the Fund's operating expenses;

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<PAGE>
o for extraordinary services and costs of indemnifying the Trustee and the
Sponsors;
o costs of actions taken to protect the Fund and other legal fees and
expenses;
o expenses for keeping the Fund's registration statement current; and
o Fund termination expenses and any governmental charges.

The Sponsors are currently reimbursed up to 45 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. While this
fee may exceed the amount of these costs and expenses attributable to this Fund,
the total of these fees for all Series of Defined Asset Funds will not exceed
the aggregate amount attributable to all of these Series for any calendar year.
The Fund also pays the Evaluator's fees.

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

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

PORTFOLIO CHANGES

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

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

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

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

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<PAGE>
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:
o to cure ambiguities;
o to correct or supplement any defective or inconsistent provision;
o to make any amendment required by any governmental agency; or
o 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:
o it fails to perform its duties and the Sponsors determine that its
replacement is in your best interest; or
o 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:
o remove it and appoint a replacement Sponsor;
o liquidate the Fund; or
o continue to act as Trustee without a Sponsor.

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

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<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 The
Travelers 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 Bank of New York, 101 Barclay Street, 17 W. New York, New York 10268, 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

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<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

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

YEAR 2000 ISSUES

Many computer systems were designed in such a way that they may be unable to
distinguish between the year 2000 and the year 1900 (commonly known as the 'Year
2000 Problem'). We do not expect that the computer system changes necessary to
prepare for the Year 2000 will cause any major operational difficulties for the
Fund.

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. 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 federal
alternative minimum tax. 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.

INCOME 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

35
<PAGE>
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 if you held
it for one year or less. 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.

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.

36
<PAGE>
FLORIDA TAXES

In the opinion of Greenberg, Traurig, P.A., Miami, Florida, special counsel on
Florida tax matters:

Under the income tax laws of the State of Florida, the Fund will not be taxed as
a corporation. Florida imposes an income tax on corporations but does not impose
a personal income tax. Accordingly, if you are an individual taxpayer your
income from the Fund will not be subject to tax in Florida. However, if you are
an entity that is normally taxed as a corporation, your income from the fund
will not be exempt from tax in Florida and special rules for taxation apply
depending on the type of entity. You should consult your tax adviser in this
regard.

Florida also imposes a tax on intangible personal property, such as stocks,
bonds, notes and units in trusts. The tax is imposed on Florida taxpayers as of
January 1st of each year. Florida exempts certain types of bonds and debt
obligations from this tax. Your units will be exempt from the intangible
personal property tax as long as the Fund invests exclusively in bonds and other
debt obligations that are tax-exempt for Florida purposes.

NEW MEXICO TAXES

In the opinion of Rodey, Dickason, Sloan, Akin & Robb, P.A., Albuquerque, New
Mexico, special counsel on New Mexico tax matters:

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

OHIO TAXES

In the opinion of Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio, special
counsel on Ohio tax matters:

Under the laws of the State of Ohio, the Ohio Trust will not be subject to the
Ohio corporation franchise tax or the Ohio tax on dealers in intangibles. If you
are an Ohio taxpayer, your interest income from the Ohio Trust will be exempt
from Ohio personal income taxes and Ohio corporation franchise taxes to the
extent it relates to bonds held by the Ohio Trust that are exempt from taxation
under Ohio law. However, any gains and losses which must be recognized for
federal income tax purposes (whether upon the sale of your units in the Ohio
Trust or upon the sale of bonds by the Ohio Trust) also must be recognized for
Ohio personal income and corporation franchise tax purposes, except to the
extent the gains and losses are attributable to the sale of bonds by the Ohio
Trust that are exempt from such taxation under Ohio law. Your interest income
and your gains and losses generally are not subject to municipal income taxation
in Ohio. You should consult your tax adviser concerning the application of Ohio
taxes to you in connection with your investment in the Ohio Trust.

PENNSYLVANIA TAXES

In the opinion of Drinker Biddle & Reath, 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

37
<PAGE>
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.

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.

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (CALIFORNIA, FLORIDA, NEW MEXICO, NEW YORK,
OHIO AND PENNSYLVANIA TRUSTS)
DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Multistate Series - 215 (California, Florida, New Mexico, New York,
Ohio and Pennsylvania Trusts)
Defined Asset Funds:

We have audited the accompanying statements of condition of Municipal
Investment Trust Fund, Multistate Series - 215 (California, Florida,
New Mexico, New York, Ohio and Pennsylvania Trusts) Defined Asset
Funds, including the portfolios, as of August 31, 1998 and the
related statements of operations and of changes in net assets for the
year ended August 31, 1998 and the period September 14, 1996 to
August 31, 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 August
31, 1998, as shown in such portfolios, were confirmed to us by The
Bank of New York, 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 - 215 (California, Florida,
New Mexico, New York, Ohio and Pennsylvania Trusts) Defined Asset
Funds at August 31, 1998 and the results of their operations and
changes in their net assets for the above-stated periods in
conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP

New York, N.Y.
November 3, 1998

D - 1

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF AUGUST 31, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $3,733,713)(Note 1)...................... $4,118,143
Accrued interest receivable...................... 58,509
Deferred organization costs...................... 2,422
_____________

Total trust property................. 4,179,074

LESS LIABILITIES:
Advance from Trustee............................. $ 4,492
Accrued expenses................................. 2,562 7,054
_____________ _____________

NET ASSETS, REPRESENTED BY:
3,990 units of fractional undivided
interest outstanding (Note 3).................. 4,158,568
Undistributed net investment income.............. 13,452
_____________
$4,172,020
=============
UNIT VALUE ($4,172,020/3,990 units)................ $1,045.62
=============

</TABLE>

See Notes to Financial Statements.

D - 2

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>

<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
___________________________
<S> <C> <C>
INVESTMENT INCOME:
Interest income........................... $218,227 $212,279
Trustee's fees and expenses............... (3,669) (8,021)
Sponsors' fees............................ (1,733) (1,807)
Organizational expenses................... (808) (807)
___________________________
Net investment income..................... 212,017 201,644
___________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities sold
or redeemed............................. 2,502
Unrealized appreciation of investments.... 219,653 164,777
___________________________

Net realized and unrealized gain on
investments............................. 222,155 164,777
___________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $434,172 $366,421
===========================

</TABLE>

See Notes to Financial Statements.

D - 3

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (CALIFORNIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

September 14,
1996
Year Ended to
August 31, August 31,
1998 1997

__________________________
OPERATIONS:
Net investment income........................... $ 212,017 $ 201,644
Realized gain on securities sold
or redeemed................................... 2,502
Unrealized appreciation of investments.......... 219,653 164,777
__________________________
Net increase in net assets resulting
from operations............................... 434,172 366,421

INCOME DISTRIBUTIONS TO HOLDERS (Note 2).......... (209,303) (190,708)

CAPITAL SHARE TRANSACTIONS - Redemptions of 47
units........................................... (48,277)
__________________________
NET INCREASE IN NET ASSETS........................ 176,592 175,713

NET ASSETS AT BEGINNING OF PERIOD................. 3,995,428 3,819,715
__________________________
NET ASSETS AT END OF PERIOD....................... $4,172,020 $3,995,428
==========================
PER UNIT:
Income distributions during period.............. $52.15 $47.24
==========================
Net asset value at end of period................ $1,045.62 $989.70
==========================
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 3,990 4,037
==========================

See Notes to Financial Statements.

D - 4

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (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.

offer side evaluations at September 12, 1996, the day prior to the
Date of Deposit. Cost of securities at September 14, 1996 was also
based on such offer side evaluations.

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

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 distributed as explained
in "Income, Distributions and Reinvestment - Distributions" in this
Prospectus, Part B.

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,990 units at Date of Deposit.............. $3,951,404
Less sales charge................................... 176,159
______________
Net amount applicable to Holders.................... 3,775,245
Redemptions of units - net cost of 47 units
redeemed less redemption amounts.................. (3,609)
Realized gain on securities sold or redeemed........ 2,502
Unrealized appreciation of investments.............. 384,430
______________

Net capital applicable to Holders................... $4,158,568
==============

</TABLE>

4. INCOME TAXES

As of August 31, 1998, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $384,430, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $3,733,713 at
August 31, 1998.

D - 5

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE CALIFORNIA TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 California Hlth. Facs. Fin. Auth., AAA $ 600,000 5.600% 2033 05/01/03 $ 566,220 $ 622,218
Rev. Bonds (Kaiser Permanente), Ser @ 102.000
1993 C (MBIA Ins.)

2 Cerritos Pub. Fin. Auth., CA, 1993 AAA 100,000 5.750 2022 11/01/03 98,005 105,945
Rev. Bonds (Los Coyotes Redev. Proj. @ 102.000
Loan), Ser. A (AMBAC Ins.)

3 Fontana Pub. Fin. Auth., CA, Tax AAA 600,000 5.000 2020 09/01/04 534,690 592,122
Alloc. Rev. Bonds (North Fontana @ 102.000
Redev. Proj.), Ser. 1993 A (MBIA
Ins.)

4 The City of Los Angeles, CA, AAA 600,000 5.875 2024 06/01/04 601,032 643,668
Wastewater Sys. Rev. Bonds, Ser. @ 102.000
1994 A (MBIA Ins.)

5 Department of Wtr. and Pwr. of the AAA 600,000 5.375 2034 02/15/04 551,196 615,348
City of Los Angeles, CA, Elec. Plant @ 102.000
Rev. Bonds, Issue of 1994 (Financial
Guaranty Ins.)

6 City of Walnut Creek, CA, Cert. of AAA 600,000 5.000 2016 02/15/04 541,236 601,098
Part. (John Muir Med. Ctr.), Rfdg. @ 102.000
Ser. 1994 (MBIA Ins.)

7 San Diego State Univ., CA, Student AAA 600,000 6.125 2024(6) 11/01/04 612,426 682,674
Union Rev. Bonds, Ser. B (MBIA @ 102.000
Ins.)

</TABLE>

D - 6

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE CALIFORNIA TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

<S> <C> <C> <C> <C> <C> <C> <C>
8 Rancho Cucamonga Redev. Agy., Rancho AAA $ 250,000 5.250% 2026 09/01/06 $ 228,908 $ 255,070
Redev. Proj., 1996 Hsg. Set-Aside @ 102.000
Tax Allocation Bonds (MBIA Ins.)

_____________ ______________ ____________
TOTAL $3,950,000 $3,733,713 $4,118,143
============= ============== ============

See Notes to Portfolios on Pages D - 35 and D - 36.

</TABLE>

D - 7

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (FLORIDA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF AUGUST 31, 1998
<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $2,813,857)(Note 1)...................... $3,068,669
Accrued interest receivable...................... 48,977
Deferred organization costs...................... 1,968
_____________

Total trust property................. 3,119,614

LESS LIABILITIES:
Advance from Trustee............................. $ 2,103
Accrued expenses................................. 2,293 4,396
_____________ _____________

NET ASSETS, REPRESENTED BY:
2,979 units of fractional undivided
interest outstanding (Note 3).................. 3,104,668
Undistributed net investment income.............. 10,550
_____________
$3,115,218
=============
UNIT VALUE ($3,115,218/2,979 units)................ $1,045.73
=============

</TABLE>

See Notes to Financial Statements.

D - 8

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (FLORIDA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
___________________________
<S> <C> <C>
INVESTMENT INCOME:
Interest income........................... $169,836 $172,490
Trustee's fees and expenses............... (3,003) (7,323)
Sponsors' fees............................ (1,437) (1,413)
Organizational expenses................... (656) (656)
___________________________
Net investment income..................... 164,740 163,098
___________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities
sold or redeemed........................ 18,368
Unrealized appreciation of investments.... 140,805 114,007
___________________________

Net realized and unrealized gain on
investments............................. 159,173 114,007
___________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $323,913 $277,105
===========================

</TABLE>

See Notes to Financial Statements.

D - 9

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (FLORIDA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
__________________________
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 164,740 $ 163,098
Realized gain on securities
sold or redeemed.............................. 18,368
Unrealized appreciation of investments.......... 140,805 114,007
__________________________
Net increase in net assets resulting
from operations............................... 323,913 277,105

INCOME DISTRIBUTIONS TO HOLDERS (Note 2).......... (162,172) (154,228)

CAPITAL SHARE TRANSACTIONS - Redemptions of 301
units........................................... (309,858)
__________________________
NET INCREASE (DECREASE) IN NET ASSETS............. (148,117) 122,877

NET ASSETS AT BEGINNING OF PERIOD................. 3,263,335 3,140,458
__________________________
NET ASSETS AT END OF PERIOD....................... $3,115,218 $3,263,335
==========================
PER UNIT:
Income distributions during period.............. $51.80 $47.02
==========================
Net asset value at end of period................ $1,045.73 $994.92
==========================
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 2,979 3,280
==========================

</TABLE>

See Notes to Financial Statements.

D - 10

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (FLORIDA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

(a) Securities are stated at value as determined by the Evaluator
based on bid side evaluations for the securities (see "How to
Sell Units - Trustee's Redemption of Units" in this Prospectus,
Part B), except that value on September 14, 1996 was based upon
offer side evaluations at September 12, 1996, the day prior to the
Date of Deposit. Cost of securities at September 14, 1996 was also
based on such offer side evaluations.

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 2,979 units at Date of Deposit.............. $2,985,365
Less sales charge................................... 133,101
______________
Net amount applicable to Holders.................... 2,852,264
Redemptions of units - net cost of 301 units
redeemed less redemption amounts.................. (20,776)
Realized gain on securities sold or redeemed........ 18,368
Unrealized appreciation of investments.............. 254,812
______________

Net capital applicable to Holders................... $3,104,668
==============

</TABLE>

4. INCOME TAXES

As of August 31, 1998, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $254,812, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $2,813,857 at
August 31, 1998.

D - 11

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE FLORIDA TRUST
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities (5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 State of Florida, Dept. of Trans., AAA $ 500,000 5.625% 2025 07/01/05 $ 491,205 $ 524,970
Turnpike Rev. Bonds, Ser. 1995 A @ 101.000
(Financial Guaranty Ins.)

2 State of Florida, State Bd. of AAA 500,000 5.500 2026 06/01/06 479,030 522,910
Educ., Pub. Educ. Cap. Outlay @ 101.000
Bonds, Ser. 1995 F (Financial
Guaranty Ins.)

3 Dade Cnty. Hlth. Facs. Auth., FL, AAA 500,000 5.250 2021 05/15/03 461,035 504,740
Hosp. Rev. Rfdg. Bonds (Baptist @ 101.000
Hosp. of Miami Proj.), Ser. 1993 A
(MBIA Ins.)

4 Dade Cnty., FL, Seaport G.O. Rfdg. AAA 250,000 5.125 2021 10/01/06 229,383 249,820
Bonds, Ser. 1996 (MBIA Ins.) @ 102.000

5 Dade County., FL, Wtr. and Swr. Sys. AAA 500,000 5.500 2025 10/01/05 480,180 523,625
Rev. Bonds, Ser. 1995 (Financial @ 102.000
Guaranty Ins.)

6 Volusia Cnty. Hlth. Facs. Auth., FL, AAA 500,000 5.500 2026 11/05/06 475,290 518,660

Hosp. Facs. Rev. Bonds (Memorial @ 100.000
Hlth. Sys. Proj.), Ser. 1996 (AMBAC
Ins.)

7 City of Sunrise, FL, Util. Sys. Rev. AAA 200,000 5.750 2026(6) 10/01/06 197,734 223,944
Bonds, S996 A (AMBAC Ins.) @ 101.000

____________ _____________ ____________
TOTAL $2,950,000 $2,813,857 $3,068,669
============= ============= ============

See Notes to Portfolios on Pages D - 35 and D - 36.

</TABLE>

D - 12

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW MEXICO TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF AUGUST 31, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $3,631,872)(Note 1)...................... $3,941,076
Accrued interest receivable...................... 57,411
Cash............................................. 1,414
Deferred organization costs...................... 2,422
_____________

Total trust property................. 4,002,323

LESS LIABILITY - Accrued expenses.................. 2,559
_____________

NET ASSETS, REPRESENTED BY:
3,795 units of fractional undivided
interest outstanding (Note 3).................. $3,986,581
Undistributed net investment income.............. 13,183
_____________
$3,999,764
=============
UNIT VALUE ($3,999,764/3,795 units)................ $1,053.96
=============

</TABLE>

See Notes to Financial Statements.

D - 13

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW MEXICO TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
___________________________
<S> <C> <C>
INVESTMENT INCOME:
Interest income........................... $217,002 $215,144
Trustee's fees and expenses............... (3,640) (7,901)
Sponsors' fees............................ (1,778) (1,740)
Organizational expenses................... (808) (808)
___________________________
Net investment income..................... 210,776 204,695
___________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities
sold or redeemed........................ 13,206
Unrealized appreciation of investments.... 195,423 113,781
___________________________

Net realized and unrealized gain on
investments............................. 208,629 113,781
___________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $419,405 $318,476
===========================

</TABLE>

See Notes to Financial Statements.

D - 14

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW MEXICO TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>

September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
__________________________
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 210,776 $ 204,695
Realized gain on securities
sold or redeemed.............................. 13,206
Unrealized appreciation of investments.......... 195,423 113,781
__________________________
Net increase in net assets resulting
from operations............................... 419,405 318,476
__________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
Income.......................................... (208,337) (193,381)
Principal....................................... (2,200)
__________________________
Total distributions............................. (210,537) (193,381)
__________________________
CAPITAL SHARE TRANSACTIONS - Redemptions of 243
units........................................... (250,329)
__________________________
NET INCREASE (DECREASE) IN NET ASSETS............. (41,461) 125,095

NET ASSETS AT BEGINNING OF PERIOD................. 4,041,225 3,916,130
__________________________
NET ASSETS AT END OF PERIOD....................... $3,999,764 $4,041,225
==========================
PER UNIT:
Income distributions during period.............. $52.76 $47.89
==========================
Principal distributions during period........... $0.55
==========================
Net asset value at end of period................ $1,053.96 $1,000.80
==========================
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 3,795 4,038
==========================

See Notes to Financial Statements.

</TABLE>

D - 15

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW MEXICO TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,795 units at Date of Deposit.............. $3,852,188
Less sales charge................................... 171,724
______________
Net amount applicable to Holders.................... 3,680,464
Redemptions of units - net cost of 243 units
redeemed less redemption amounts.................. (14,093)
Realized gain on securities sold or redeemed........ 13,206

Principal distributions............................. (2,200)
Unrealized appreciation of investments.............. 309,204
______________

Net capital applicable to Holders................... $3,986,581
==============

</TABLE>

4. INCOME TAXES

As of August 31, 1998, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $309,204, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $3,631,872 at
August 31, 1998.

D - 16

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW MEXICO TRUST
AS OF AUGUST 31, 1998
<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 New Mexico Fin. Auth., Pub. Proj. AAA $ 525,000 5.750% 2021 06/01/06 $ 525,000 $ 556,920
Revolving Fund, Rev. Bonds, Ser 1996 @ 100.000
A (FSA Ins.) (4)

2 Bernalillo Cnty., NM, Gross Receipts AA 480,000 5.750 2026(6) 04/01/06 476,606 529,512
Tax Rev. Bonds, Ser. 1996 A @ 100.000

3 Dona Ana Cnty., NM, Gross Receipts AA 375,000 6.000 2014(6) 06/01/03 381,319 414,199
Tax Rfdg. and Imp. Rev. Bonds, Ser. @ 102.000
1993 (Asset Guaranty Ins.) (4)

4 City of Farmington, NM, Poll. Ctl. AAA 700,000 5.875 2023 06/01/03 692,944 744,898
Rfdg. Rev. Bonds (Southern @ 102.000
California Edison Co. Four Corners
Proj.), Ser. 1993 A (MBIA Ins.) (4)

5 City of Hobbs, NM, Hlth. Fac. Rev. AAA 600,000 5.500 2026 05/01/06 578,724 625,536
Bonds (The Evangelical Lutheran Good @ 102.000
Samaritan Society Proj.), Ser 1996
(AMBAC Ins.) (4)

6 The Regents of the Univ. of New AA 600,000 5.000 2018 06/01/03 547,998 597,714
Mexico, Sub. Lien Sys. Rev. Rfdg. @ 102.000
Bonds, Ser. 1994

7 Puerto Rico Aqueduct and Swr. Auth., A 475,000 5.000 2015 07/01/06 429,281 472,297
Rfdg. Bonds, Ser. 1995 @ 101.500

______________ ______________ _____________
TOTAL $3,755,000 $3,631,872 $3,941,076
============== ============== =============

</TABLE>

See Notes to Portfolios on Pages D - 35 and D - 36.

D - 17

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF AUGUST 31, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $3,800,535)(Note 1)...................... $4,157,617
Accrued interest receivable...................... 23,822
Cash............................................. 29,854
Deferred organization costs...................... 2,422
_____________

Total trust property................. 4,213,715

LESS LIABILITY - Accrued expenses.................. 2,623
_____________

NET ASSETS, REPRESENTED BY:
3,988 units of fractional undivided
interest outstanding (Note 3).................. $4,196,974
Undistributed net investment income.............. 14,118
_____________
$4,211,092
=============
UNIT VALUE ($4,211,092/3,988 units)................ $1,055.94

=============

</TABLE>

See Notes to Financial Statements.

D - 18

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
___________________________
<S> <C> <C>
INVESTMENT INCOME:
Interest income........................... $222,066 $216,533
Trustee's fees and expenses............... (3,784) (8,011)
Sponsors' fees............................ (1,800) (1,700)
Organizational expenses................... (808) (807)
___________________________
Net investment income..................... 215,674 206,015
___________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities
sold or redeemed........................ 2,586
Unrealized appreciation of investments.... 214,474 142,608
___________________________

Net realized and unrealized gain on
investments............................. 217,060 142,608
___________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $432,734 $348,623
===========================

</TABLE>

See Notes to Financial Statements.

D - 19

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW YORK TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE><CAPTION>

September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
__________________________
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 215,674 $ 206,015
Realized gain on securities
sold or redeemed.............................. 2,586
Unrealized appreciation of investments.......... 214,474 142,608
__________________________
Net increase in net assets resulting
from operations............................... 432,734 348,623

INCOME DISTRIBUTIONS TO HOLDERS (Note 2).......... (212,806) (194,551)

CAPITAL SHARE TRANSACTIONS - Redemptions of 50
units........................................... (52,012)
__________________________
NET INCREASE IN NET ASSETS........................ 167,916 154,072

NET ASSETS AT BEGINNING OF PERIOD................. 4,043,176 3,889,104
__________________________
NET ASSETS AT END OF PERIOD....................... $4,211,092 $4,043,176
==========================
PER UNIT:
Income distributions during period.............. $53.14 $48.18
==========================
Net asset value at end of period................ $1,055.94 $1,001.28
==========================
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 3,988 4,038
==========================

See Notes to Financial Statements.

</TABLE>

D - 20

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (NEW YORK TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

(a) Securities are stated at value as determined by the Evaluator
based on bid side evaluations for the securities (see "How to
Sell Units - Trustee's Redemption of Units" in this Prospectus,
Part B), except that value on September 14, 1996 was based upon
offer side evaluations at September 12, 1996 the day prior to the
Date of Deposit. Cost of securities at September 14, 1996 was also
based on such offer side evaluations.

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,988 units at Date of Deposit.............. $4,020,169
Less sales charge................................... 179,221
______________
Net amount applicable to Holders.................... 3,840,948
Redemptions of units - net cost of 50 units
redeemed less redemption amounts.................. (3,642)
Realized gain on securities sold or redeemed........ 2,586
Unrealized appreciation of investments.............. 357,082
______________

Net capital applicable to Holders................... $4,196,974
==============

</TABLE>

4. INCOME TAXES

As of August 31, 1998, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $357,082, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $3,800,535 at
August 31, 1998.

D - 21

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW YORK TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 Dormitory Auth. of the State of New AAA $ 600,000 5.750% 2021 07/01/06 $ 588,288 $ 643,734
York, Rev. Bonds (Dept. of Educ. of @ 102.000
the state of New York Issue), Ser.
1996 (CAPMAC Ins.)

2 New York State Energy Research and AAA 600,000 5.250 2020 10/01/03 553,920 608,112
Dev. Auth., Facs. Rfdg. Rev. Bonds @ 102.000
(Consol. Edison Co. of New York Inc.
Proj.) Ser. 1993 B (AMBAC Ins.)

3 New York State Med. Care Facs. Fin. AAA 400,000 5.375 2025 02/15/04 371,200 407,484
Agy., Hosp. Ins. Mtge. Rev. Bonds, @ 102.000
Rfdg. Ser. 1994 A (MBIA Ins.)

4 New York State Medical Care AAA 600,000 5.250 2019 02/15/04 551,808 605,880
Facilities Finance Agency, Mental @ 102.000
Health Service Facility Improvement
Revenue Bonds, Refunding Ser. 1993 F
(Financial Guaranty Ins.)

5 New York State Med. Care. Facs. Fin. AAA 600,000 5.750 2025 02/15/05 587,538 634,092
Agy., Montefiore Med. Ctr., FHA-Ins. @ 102.000
Mtge. Rev. Bonds, Ser. 1995 A (AMBAC

Ins.)

6 New York State Thruway Auth., Gen. AAA 550,000 6.000 2025(6) 01/01/05 556,259 617,881
Rev. Bonds, Ser. C (Financial @ 102.000
Guaranty Ins.)

</TABLE>

D - 22

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE NEW YORK TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
7 New York City, NY, Mun. Wtr. Fin. AAA $ 600,000 5.750% 2026 06/15/06 $ 591,522 $ 640,434
Auth., Wtr. and Swr. Sys. Rev. @ 101.000
Bonds, Fiscal Ser. 1996 B (MBIA
Ins.)

______________ ______________ ____________
TOTAL $3,950,000 $3,800,535 $4,157,617
============== ============== ============
</TABLE>

See Notes to Portfolios on Pages D - 35 and D - 36.

D - 23

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (OHIO INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF AUGUST 31, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value

(cost $3,157,205)(Note 1)...................... $3,423,231
Accrued interest receivable...................... 40,643
Cash............................................. 3,029
Deferred organization costs...................... 1,969
_____________

Total trust property................. 3,468,872

LESS LIABILITY - Accrued expenses.................. 2,330
_____________

NET ASSETS, REPRESENTED BY:
3,281 units of fractional undivided
interest outstanding (Note 3).................. $3,454,230
Undistributed net investment income.............. 12,312
_____________
$3,466,542
=============
UNIT VALUE ($3,466,542/3,281 units)................ $1,056.55
=============

</TABLE>

See Notes to Financial Statements.

D - 24

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (OHIO TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
___________________________
<S> <C> <C>
INVESTMENT INCOME:
Interest income........................... $182,250 $176,176
Trustee's fees and expenses............... (3,084) (6,835)
Sponsors' fees............................ (1,466) (1,414)
Organizational expenses................... (656) (656)
___________________________
Net investment income..................... 177,044 167,271

UNREALIZED APPRECIATION OF INVESTMENTS...... 154,506 111,520
___________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $331,550 $278,791
===========================

</TABLE>

See Notes to Financial Statements.

D - 25

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (OHIO TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
__________________________
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 177,044 $ 167,271
Unrealized appreciation of investments.......... 154,506 111,520
__________________________
Net increase in net assets resulting
from operations............................... 331,550 278,791

INCOME DISTRIBUTIONS TO HOLDERS (Note 2).......... (174,221) (157,782)
__________________________
NET INCREASE IN NET ASSETS........................ 157,329 121,009

NET ASSETS AT BEGINNING OF PERIOD................. 3,309,213 3,188,204
__________________________
NET ASSETS AT END OF PERIOD....................... $3,466,542 $3,309,213
==========================
PER UNIT:
Income distributions during period.............. $53.10 $48.09
==========================
Net asset value at end of period................ $1,056.55 $1,008.60
==========================

TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 3,281 3,281
==========================

</TABLE>

See Notes to Financial Statements.

D - 26

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (OHIO TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,281 units at Date of Deposit.............. $3,336,965

Less sales charge................................... 148,761
______________
Net amount applicable to Holders.................... 3,188,204
Unrealized appreciation of investments.............. 266,026
______________

Net capital applicable to Holders................... $3,454,230
==============

</TABLE>

4. INCOME TAXES

As of August 31, 1998, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $266,026, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $3,157,205 at
August 31, 1998.

D - 27

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE OHIO TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 Ohio Tpke. Comm., Tpke. Rev. Bonds, AAA $ 500,000 5.500% 2026 02/15/06 $ 482,335 $ 524,015
Ser. 1996 A (MBIA Ins.) @ 102.000

2 City of Marietta, OH, Wtr. Sys. Rev. AAA 500,000 5.950 2021 12/01/06 506,070 541,775
Bonds, Ser. 1996 (AMBAC Ins.) @ 101.000

3 County of Cuyahoga, OH, Hosp. Rfdg. AAA 450,000 5.625 2021 01/15/06 436,905 472,874
Rev. Bonds (Univ. Hosp. th. Sys., @ 102.000
Inc. Proj.), Ser. 1996 A (MBIA
Ins.)

4 Ohio Air Quality Dev. Auth., State AAA 500,000 5.625 2029 11/15/03 483,560 523,600
of Ohio Poll. Ctl. Rev. Rfdg. Bonds @ 102.000
(Ohio Edison Co. Proj.), Ser. 1993 B
(AMBAC Ins.)

5 City of Cleveland, OH, Wtr. Wks. AAA 500,000 5.750 2026 01/01/06 500,000 542,575
Imp. and Rfdg. First Mtge. Rev. @ 102.000

Bonds, Ser. 1996 H (MBIA Ins.)

6 County of Lucas, OH, Hosp. Imp. and AAA 175,000 5.000 2022 11/15/03 156,252 170,905
Rfdg. Rev. Bonds (The Toledo Hosp.), @ 102.000
Ser. 1993 (MBIA Ins.)

7 County of Montgomery, OH, Hosp. Fac. AAA 500,000 5.500 2026 04/01/06 475,505 520,760
Rev. Rfdg. and Imp. Bonds (Kettering @ 102.000
Med. Ctr.), Ser. 1996 (MBIA Ins.)
</TABLE>

D - 28

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE OHIO TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
8 Upper Arlington City Schl. Dist., AAA $ 125,000 5.250% 2022 12/01/06 $ 116,578 $ 126,727
Franklin Cnty., OH, Sch. Bldg. Imp. @ 101.000
Bonds (G.O. Unltd. Tax) (MBIA Ins.)

______________ _____________ _____________
TOTAL $3,250,000 $3,157,205 $3,423,231
============== ============= =============

See Notes to Portfolios on Pages D - 35 and D - 36.

</TABLE>

D - 29

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF AUGUST 31, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities - at value
(cost $3,101,783)(Note 1)...................... $3,402,233
Accrued interest receivable...................... 55,187
Deferred organization costs...................... 1,968
_____________

Total trust property................. 3,459,388

LESS LIABILITIES:
Advance from Trustee............................. $ 10,825
Accrued expenses................................. 2,367 13,192
_____________ _____________

NET ASSETS, REPRESENTED BY:
3,240 units of fractional undivided
interest outstanding (Note 3).................. 3,433,469
Undistributed net investment income.............. 12,727
_____________
$3,446,196
=============
UNIT VALUE ($3,446,196/3,240 units)................ $1,063.64
=============

</TABLE>

See Notes to Financial Statements.

D - 30

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

Trustee's fees and expenses............... (2,594) (5,346)
Sponsors' fees............................ (1,463) (1,410)
Organizational expenses................... (656) (656)
___________________________
Net investment income..................... 177,064 167,953
___________________________

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain on securities
sold or redeemed........................ 3,346
Unrealized appreciation of investments.... 188,150 112,300
___________________________

Net realized and unrealized gain on
investments............................. 191,496 112,300
___________________________

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS........................... $368,560 $280,253
===========================

</TABLE>

See Notes to Financial Statements.

D - 31

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
September 14,
1996
Year Ended to
August 31, August 31,
1998 1997
__________________________
<S> <C> <C>
OPERATIONS:
Net investment income........................... $ 177,064 $ 167,953
Realized gain on securities
sold or redeemed.............................. 3,346
Unrealized appreciation of investments.......... 188,150 112,300
__________________________

Net increase in net assets resulting
from operations............................... 368,560 280,253

INCOME DISTRIBUTIONS TO HOLDERS (Note 2).......... (173,756) (158,392)

CAPITAL SHARE TRANSACTIONS - Redemptions of 40
units........................................... (42,252)
__________________________
NET INCREASE IN NET ASSETS........................ 152,552 121,861

NET ASSETS AT BEGINNING OF PERIOD................. 3,293,644 3,171,783
__________________________
NET ASSETS AT END OF PERIOD....................... $3,446,196 $3,293,644
==========================
PER UNIT:
Income distributions during period.............. $53.30 $48.29
==========================
Net asset value at end of period................ $1,063.64 $1,004.16
==========================
TRUST UNITS OUTSTANDING AT END OF PERIOD.......... 3,240 3,280
==========================

</TABLE>

See Notes to Financial Statements.

D - 32

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (PENNSYLVANIA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

3. NET CAPITAL
<TABLE>
<S> <C>
Cost of 3,240 units at Date of Deposit.............. $3,279,324
Less sales charge................................... 146,221
______________
Net amount applicable to Holders.................... 3,133,103
Redemptions of units - net cost of 40 units
redeemed less redemption amounts.................. (3,430)
Realized gain on securities sold or redeemed........ 3,346
Unrealized appreciation of investments.............. 300,450
______________

Net capital applicable to Holders................... $3,433,469
==============

</TABLE>

4. INCOME TAXES

As of August 31, 1998, unrealized appreciation of investments, based
on cost for Federal income tax purposes, aggregated $300,450, all of
which related to appreciated securities. The cost of investment
securities for Federal income tax purposes was $3,101,783 at
August 31, 1998.

D - 33

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215
DEFINED ASSET FUNDS

PORTFOLIO OF THE PENNSYLVANIA TRUST (INSURED)
AS OF AUGUST 31, 1998
<TABLE><CAPTION>

Rating Optional
Portfolio No. and Title of of Face Redemption
Securities(5) Issues(1) Amount Coupon Maturities(3) Provisions(3) Cost(2) Value(2)
_____________ _________ ______ ______ _____________ _____________ _______ ________
<S> <C> <C> <C> <C> <C> <C> <C>
1 Pennsylvania Higher Educl. Facs. AAA $ 500,000 5.875% 2021 11/15/06 $ 500,000 $ 508,120
Auth., Hlth. Svcs. Rev. Bonds @ 102.000
(Allegheny. Delaware Valley Oblig.
Group Proj.), Ser. 1996 A (MBIA
Ins.)

2 Pennsylvania Intergovernmental Coop. AAA 250,000 5.625 2023 06/15/03 242,413 258,495
Auth., Spec. Tax Rev. Bonds (City of @ 100.000
Philadelphia Funding Prog.), Ser.
1993 (MBIA Ins.)

3 Allegheny Cnty. Hosp. Dev. Auth., AAA 500,000 5.625 2026 None 484,165 547,535
PA, Hosp. Rev. Bonds (Pittsburgh
Mercy Hlth. Sys., Inc.), Ser. 1996
(AMBAC Ins.)

4 County of Beaver, PA, G.O. Bonds, AAA 460,000 5.900 2026(6) 10/01/06 460,000 515,793
Ser. 1996 A (MBIA Ins.) @ 100.000

5 Delaware Cnty. Auth., PA, Coll. Rev. AAA 500,000 5.625 2025(6) 10/01/05 479,875 546,125
Bonds (Neumann Coll.) Ser 1995 @ 100.000
(Connie Lee Ins.)

6 City of Philadelphia, PA, Wtr. and AAA 500,000 5.250 2023 06/15/03 459,630 506,510
Wastewater Rev. Bonds, Ser. 1993 @ 102.000
(MBIA Ins.)

7 The School Dist. of Philadelphia, AAA 500,000 5.500 2025 09/01/05 475,700 519,655
PA, G.O. Bonds, Ser. B of 1995 @ 101.000
(AMBAC Ins.)

______________ ______________
_____________
TOTAL $3,210,000 $3,101,783 $3,402,233
============== ==============
=============

</TABLE>

See Notes to Portfolios on Pages D - 35 and D - 36.

D - 34

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (CALIFORNIA, FLORIDA, NEW MEXICO, NEW YORK, OHIO AND

PENNSYLVANIA TRUSTS) DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
AS OF AUGUST 31, 1998

(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. A description of the rating symbols and
their meanings appears under "Descriptions of Ratings" in this
Prospectus, Part B.

(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. The tax effect on Holders of redemptions and related
distributions is described under "Taxes" in this Prospectus, Part B.

(4) Insured by the indicated municipal bond insurance company. See
"Risk Factors - Bonds Backed by Letters of Credit or
Insurance" in this Prospectus, Part B.

(5) All Securities are insured either on an individual basis or by

portfolio insurance, by a municipal bond insurance company
which has been assigned "AAA" claims paying ability by
Standard & Poor's. Accordingly, Standard & Poor's has assigned
"AAA" ratings to the Securities. Securities covered by
portfolio insurance are rated "AAA" only as long as they
remain in this Trust. See "Risk Factors - Bonds Backed by
Letters of Credit or Insurance" in this Prospectus, Part B.

D - 35

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 215 (CALIFORNIA, FLORIDA, NEW MEXICO, NEW YORK, OHIO AND
PENNSYLVANIA TRUSTS) DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
AS OF AUGUST 31, 1998

(6) Bonds with aggregate face amounts of $600,000, $200,000, $855,000
$550,000, and $960,000 for the California, Florida, New Mexico
New York and Pennsylvania Trusts, respectively, have been pre-refunded
and are expected to be called for redemption on the optional redemption
provision dates shown.

D - 36
<PAGE>
Defined
Asset FundsSM

HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most MULTISTATE SERIES--215
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 Bank of New York investment company filed with the
1-800-221-7771 Securities and Exchange Commission in
Washington, D.C. under the:
o Securities Act of 1933 (file no.
333-08931) and
o 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.

15356--11/98
<PAGE>
DEFINED ASSET FUNDS--
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES
CONTENTS OF REGISTRATION STATEMENT

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

The facing sheet of Form S-6.

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

The Prospectus.

The Signatures.

The following exhibits:

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

4.1 --Consent of the Evaluator.

5.1 --Consent of independent accountants.

9.1 --Information Supplement (incorporated by reference to Post-Effective
Amendment No. 4 to Exhibit 9.1 to the Registration Statement of
Municipal Investment Trust Fund, Insured Series--207, 1933 Act File
No. 33-54037).

R-1
<PAGE>
DEFINED ASSET FUNDS--
MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--215

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
DEFINED ASSET FUNDS--MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES--215,
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 13TH DAY OF
NOVEMBER, 1998.

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

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: Numbers: 33-43466 and 33-51607

HERBERT M. ALLISON, JR.
JOHN L. STEFFENS
By ERNEST V. FABIO
(As authorized signatory for Merrill Lynch, Pierce,
Fenner & Smith Incorporated and
Attorney-in-fact for the persons listed above)

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

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:
33-49753,
33-55073,
333-41765,
333-10441,
333-63417 and
333-63033

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

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

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

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

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

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 and
Reynolds Inc.: 333-13039

RICHARD M. DeMARTINI
ROBERT J. DWYER
CHRISTINE A. EDWARDS
CHARLES A. FIUMEFREDDO
JAMES F. HIGGINS
MITCHELL M. MERIN
STEPHEN R. MILLER
RICHARD F. POWERS III
PHILIP J. PURCELL
THOMAS C. SCHNEIDER
WILLIAM B. SMITH
By
MICHAEL D. BROWNE
(As authorized signatory for
Dean Witter Reynolds Inc.
and Attorney-in-fact for the persons listed above)

R-7

<PAGE>
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

NOVEMBER 16, 1998

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

Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051
The Bank of New York
101 Barclay Street
New York, New York 10286

RE: MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES--215, DEFINED ASSET FUNDS

Gentlemen:

We have examined the post-effective Amendment to the Registration Statement
File No. 333-08931 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

<PAGE>
Exhibit 5.1
CONSENT OF INDEPENDENT ACCOUNTANTS
The Sponsors and Trustee of
Municipal Investment Trust Fund Multistate Series--215 (California, Florida, New
Mexico, New York, Ohio and Pennsylvania Trusts), Defined Asset Funds

We consent to the use in this Post-Effective Amendment No. 2 to Registration
Statement No. 333-08931 of our opinion dated November 3, 1998 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.
NOVEMBER 16, 1998

<ARTICLE> 6

<SERIES>
<NUMBER> 1
<NAME> Florida Trust
<MULTIPLIER>1

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<PERIOD-END> Aug-31-1998

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<ARTICLE> 6
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<NUMBER>2
<NAME> New Mexico Trust
<MULTIPLIER>1

<S> <C>
<PERIOD-TYPE> YEAR
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<ARTICLE> 6
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<NUMBER>3
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<MULTIPLIER>1

<S> <C>
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<PERIOD-END> Aug-31-1998

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<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,623
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<EXPENSES-NET> (6,392)
<NET-INVESTMENT-INCOME> 215,674
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<ARTICLE> 6
<SERIES>
<NUMBER> 4
<NAME> Pennsylvania Trust

<MULTIPLIER>1

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<PERIOD-END> Aug-31-1998

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<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

<ARTICLE> 6
<SERIES>
<NUMBER> 5
<NAME> Ohio Trust
<MULTIPLIER>1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> Aug-31-1998
<PERIOD-END> Aug-31-1998
<INVESTMENTS-AT-COST> 3,157,205
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<RECEIVABLES> 40,643
<ASSETS-OTHER> 4,998
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,468,872
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,330
<TOTAL-LIABILITIES> 2,330
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,188,204
<SHARES-COMMON-STOCK> 3,281
<SHARES-COMMON-PRIOR> 3,281
<ACCUMULATED-NII-CURRENT> 12,312
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 266,026
<NET-ASSETS> 3,466,542
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 182,250
<OTHER-INCOME> 0
<EXPENSES-NET> (5,206)
<NET-INVESTMENT-INCOME> 177,044
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 154,506
<NET-CHANGE-FROM-OPS> 331,550
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 174,221
<DISTRIBUTIONS-OF-GAINS> 0
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<INTEREST-EXPENSE> 0
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<AVG-DEBT-PER-SHARE> 0

</TABLE>