MUNICIPAL INVESTMENT TR FD MULTISTATE SER 216 DEF ASSET FDS
497, 1998-12-01
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<PAGE>
                                     DEFINED ASSET FUNDSSM
- --------------------------------------------
- ----------------------------------
 

                              MUNICIPAL INVESTMENT TRUST FUND
                              MULTISTATE SERIES--216
                              (A UNIT INVESTMENT TRUST)
                              O   MICHIGAN, NEW JERSEY, NEW YORK AND VIRGINIA
                                  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 27, 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
                                                          -----------
Michigan Insured Portfolio--
   Risk/Return Summary..................................           3
New Jersey Insured Portfolio-- Risk/Return Summary......           6
New York Portfolio--
   Risk/Return Summary..................................           9
Virginia Portfolio--
   Risk/Return Summary..................................          12
What You Can Expect From Your Investment................          17
   Monthly Income.......................................          17
   Return Figures.......................................          17
   Records and Reports..................................          17
The Risks You Face......................................          18
   Interest Rate Risk...................................          18
   Call Risk............................................          18
   Reduced Diversification Risk.........................          18
   Liquidity Risk.......................................          18
   Concentration Risk...................................          18
   State Concentration Risk.............................          19
   Bond Quality Risk....................................          21
   Insurance Related Risk...............................          21
   Litigation and Legislation Risks.....................          21
Selling or Exchanging Units.............................          21
   Sponsors' Secondary Market...........................          21
   Selling Units to the Trustee.........................          22
   Exchange Option......................................          22
How The Fund Works......................................          23
   Pricing..............................................          23
   Evaluations..........................................          23
   Income...............................................          23
   Expenses.............................................          23
   Portfolio Changes....................................          24
   Fund Termination.....................................          24
   Certificates.........................................          24
   Trust Indenture......................................          25
   Legal Opinion........................................          25
   Auditors.............................................          26
   Sponsors.............................................          26
   Trustee..............................................          26
   Underwriters' and Sponsors' Profits                            26
   Public Distribution..................................          26
   Code of Ethics.......................................          27
   Year 2000 Issues.....................................          27
Taxes...................................................          27
Supplemental Information................................          29
Financial Statements....................................         D-1

 
                                       2
<PAGE>
- --------------------------------------------------------------------------------
 
MICHIGAN 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
           $3,120,000. 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                                 39%
/ / Hospitals/Healthcare                               32%
/ / Housing                                            13%
/ / Industrial Development Revenue                     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  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 MICHIGAN SO
           IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT
           TO RISKS PARTICULAR TO MICHIGAN 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                           $
           Annual Income per unit:                           $
           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
                                                    -----------
           Trustee's Fee
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
           Evaluator's Fee
           Organization Costs
           Other Operating Expenses
                                                    -----------
           TOTAL

 

       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Michigan 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 Michigan Series were offered
           between March 9, 1988 and February 15, 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.

 

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

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

High            6.08%        4.94%       10.14%        6.06%
Average         3.97         4.30         6.71         5.32
Low             2.39         3.78         3.37         4.69

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

Average
Sales fee       2.69%        5.06%

 
- -------------------------------------------------------------------
 
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                     $
           (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.  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 Michigan state and local personal income
           taxes if you live in Michigan.
           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>
- --------------------------------------------------------------------------------
 
NEW JERSEY 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
           $3,165,000. 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                                 32%
/ / Hospitals/Healthcare                               24%
/ / Industrial Development Revenue                     16%
/ / Municipal Water/Sewer Utilities                    13%

 

       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 general obligation
           bonds, adverse developments in this sector 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 NEW JERSEY
           SO IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS
           SUBJECT TO RISKS PARTICULAR TO NEW JERSEY WHICH ARE BRIEFLY
           DESCRIBED UNDER STATE CONCENTRATION RISKS LATER IN THIS
           PROSPECTUS.

 
                                       6
<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                           $    4.35
           Annual Income per unit:                           $   52.27
           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
                                                     $    0.41
           Evaluator's Fee
                                                     $    0.20
           Organization Costs
                                                     $    0.36
           Other Operating Expenses
                                                    -----------
                                                     $    2.11
           TOTAL

 

       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior New
           Jersey Portfolios, which had investment objectives,
           strategies and types of bonds substantially similar to this
           Fund. These prior Series differed in that they charged a
           higher sales fee. These prior New Jersey Series were offered
           between March 30, 1988 and August 1, 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         5.85%      4.70%      7.28%     10.78%      5.88%      7.88%
Average      4.15       4.23       7.20       7.29       5.28       7.80
Low          3.11       3.79       7.12       4.52       4.74       7.72

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

Average
Sales fee    3.04%      5.19%      5.82%

 
- -------------------------------------------------------------------
 
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.

 
                                       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                     $1,058.02
           (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.  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 Jersey state and local personal income
           taxes if you live in New Jersey.
           You will also receive principal payments if bonds are sold
           or called or mature, when the cash available is more than
           $5.00 per unit. You will be subject to tax on any gain
           realized by the Fund on the disposition of bonds.
      12.  WHAT OTHER SERVICES ARE AVAILABLE?
           REINVESTMENT
           You will receive your income in cash unless you choose to
           compound your income by reinvesting at no sales fee in the
           Municipal Fund Investment Accumulation Program, Inc. This
           program is an open-end mutual fund with a comparable
           investment objective. 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 YORK 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
           $3,025,000. 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.
           The Portfolio consists of municipal bonds of the following
           types:

 

                                                  APPROXIMATE
                                                   PORTFOLIO
                                                   PERCENTAGE

 

/ / Hospitals/Healthcare                               43%
/ / Lease Rental Appropriation                         13%
/ / Universities/Colleges                              44%

 

       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
           university/college 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 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.

 
                                       9
<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                           $    4.42
           Annual Income per unit:                           $   53.13
           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
                                                     $    0.43
           Evaluator's Fee
                                                     $    0.20
           Organization Costs
                                                     $    0.47
           Other Operating Expenses
                                                    -----------
                                                     $    2.24
           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.
 

       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.

 
                                       10
<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                     $1,063.24
           (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.  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. 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>
- --------------------------------------------------------------------------------
 
VIRGINIA 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 6 long-term tax-exempt
           municipal bonds with an aggregate face amount of
           $2,310,000. 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  6% 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                                 43%
/ / Hospitals/Healthcare                               22%
/ / Housing                                            22%
/ / Lease Rental Appropriation                         6%
/ / Solid Waste Disposal                               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 general obligation
           bonds, adverse developments in this sector may affect the
           value of your units.
        o  Approximately 7% of the bonds are moral obligation bonds.
           Generally the agency or authority issuing the bonds has no
           taxing power, and repayment of these bonds is only a moral
           commitment, but not a legal obligation of the state or
           municipality.
        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 VIRGINIA SO
           IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT
           TO RISKS PARTICULAR TO VIRGINIA WHICH ARE BRIEFLY DESCRIBED
           UNDER STATE CONCENTRATION RISKS LATER IN THIS PROSPECTUS.

 
                                       12
<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                           $    4.16
           Annual Income per unit:                           $   49.97
           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
                                                     $    0.44
           Portfolio Supervision,
           Bookkeeping and
           Administrative Fees
                                                     $    0.56
           Evaluator's Fee
                                                     $    0.20
           Organization Costs
                                                     $    0.69
           Other Operating Expenses
                                                    -----------
                                                     $    2.58
           TOTAL

 

       7.  HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
           In the following chart we show past performance of prior
           Virginia 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 Virginia Series were offered
           between March 9, 1988 and June 13, 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      1 YEAR       5 YEARS
- ---------------------------------------------------------------
High            5.97%        5.09%       10.17%        6.26%
Average         4.17         4.44         6.82         5.43
Low             2.82         3.83         4.75         4.72
- ---------------------------------------------------------------

 

Average
Sales fee         2.58%         4.92%

 
- -------------------------------------------------------------------
 
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.

 
                                       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                     $1,040.86
           (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.  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 Virginia state and local personal income
           taxes if you live in Virginia.
           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.

 
                                       14
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
 
                             FOR MICHIGAN RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE><CAPTION>

                                  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

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

<S>              <C>                <C>       <C>    <C>      <C>    <C>     <C>    <C>      <C>    <C>      <C>
$      0- 25,350  $      0- 42,350  18.74     3.89   4.31     4.92   5.64     6.15   6.77     7.38   8.00
$ 25,350- 61,400  $ 42,350-102,300  31.17     4.38   5.08     5.81   6.54     7.28   7.99     8.72   9.44
$ 61,400-128,100  $102,300-165,950  34.04     4.55   5.31     6.08   6.82     7.68   8.34     9.10   9.85
$128,100-278,450  $155,950-278,450  38.82     4.90   5.72     6.54   7.35     8.17   8.89     9.81  10.62
OVER $278,450        OVER $278,450  42.26     5.20   6.08     6.93   7.79     8.86   9.63    10.39  11.26
</TABLE>

 
                            FOR NEW JERSEY RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE><CAPTION>

                                  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

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

<S>              <C>                <C>       <C>    <C>      <C>    <C>     <C>    <C>      <C>    <C>      <C>
                  $      0- 42,350  17.08     3.62   4.22     4.82   5.43     6.03   6.63     7.24   7.84
$      0- 25,350                    17.98     3.66   4.27     4.88   5.49     6.10   6.71     7.31   7.92
$ 25,351- 61,400  $ 42,351-102,300  31.98     4.41   5.15     5.88   6.62     7.35   8.09     8.82   9.56
$ 61,401-128,100  $102,301-155,950  35.40     4.64   5.42     6.19   6.97     7.74   8.51     9.29  10.06
$128,101-278,450  $155,951-278,450  40.08     5.01   5.84     6.68   7.51     8.34   9.18    10.01  10.85
OVER $278,450        OVER $278,450  43.45     5.30   6.19     7.07   7.96     8.84   9.73    10.61  11.49
</TABLE>

 
To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 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.
 
                                       15
<PAGE>
- --------------------------------------------------------------------------------
    TAX-FREE VS. TAXABLE INCOME: A COMPARISON OF TAXABLE AND TAX-FREE YIELDS
 
                          FOR NEW YORK CITY RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE><CAPTION>

                                  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

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

<S>              <C>                <C>       <C>    <C>      <C>    <C>     <C>    <C>      <C>    <C>      <C>
$      0- 25,350  $      0- 42,350  24.55     3.38   4.64     5.30   5.96     6.63   7.29     7.95   8.62
$ 25,351- 61,400  $ 42,351-102,300  36.14     4.70   5.48     6.28   7.05     7.83   8.61     9.40  10.18
$ 61,401-128,100  $102,301-155,950  38.80     4.90   5.72     6.54   7.35     8.17   8.99     9.80  10.62
$128,101-278,450  $155,951-278,450  43.24     5.29   6.17     7.05   7.83     8.81   9.69    10.57  11.45
OVER $278,450        OVER $278,450  46.43     5.60   6.53     7.47   8.40     9.33  10.27    11.20  12.13
</TABLE>

 
                          FOR NEW YORK STATE RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE><CAPTION>

                                  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

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

<S>              <C>                <C>       <C>    <C>      <C>    <C>     <C>    <C>      <C>    <C>      <C>
$      0- 25,350  $      0- 42,350  20.82     3.79   4.42     5.05   5.68     6.31   6.95     7.58   8.21
$ 25,351- 61,400  $ 42,351-102,300  32.93     4.47   5.22     5.96   6.71     7.46   8.20     8.95   9.69
$ 61,401-128,100  $102,301-155,950  35.73     4.67   5.45     6.22   7.00     7.78   8.56     9.34  10.11
$128,101-278,450  $155,951-278,450  40.38     5.03   5.87     6.71   7.55     8.39   9.23    10.06  10.90
OVER $278,450        OVER $278,450  43.74     5.33   6.22     7.11   8.00     8.89   9.78    10.66  11.55
</TABLE>

 
                             FOR VIRGINIA RESIDENTS
- --------------------------------------------------------------------------------
 
<TABLE><CAPTION>

                                  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

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

<S>              <C>                <C>       <C>    <C>      <C>    <C>     <C>    <C>      <C>    <C>      <C>
$      0- 25,350  $      0- 42,350  19.89     3.74   4.37     4.88   5.62     6.24   6.87     7.49   8.11
$ 25,350- 61,400  $ 42,350-102,300  32.14     4.42   5.16     5.89   6.63     7.37   8.10     8.84   9.58
$ 61,400-128,100  $102,300-155,950  34.97     4.81   5.38     6.15   6.92     7.69   8.46     9.23  10.00
$128,100-278,450  $155,950-278,450  39.68     4.97   5.80     6.83   7.48     8.29   9.12     9.95  10.78
OVER $278,450        OVER $278,450  43.07     5.27   6.15     7.03   7.90     8.78   9.86    10.54  11.42
</TABLE>

 
To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 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.
 
                                       16
<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.
 
                                       17
<PAGE>
THE RISKS YOU FACE
 
INTEREST RATE RISK
 
Investing involves risks, including the risk that your investment will decline
in value if interest rates rise. Generally, bonds with longer maturities will
change in value more than bonds with shorter maturities. Bonds in the Fund are
more likely to be called when interest rates decline. This would result in early
returns of principal to you and may result in early termination of the Fund. Of
course, we cannot predict how interest rates may change.
 
CALL RISK
 
Many bonds can be prepaid or 'called' by the issuer before their stated
maturity.
 
For example, some bonds may be required to be called pursuant to mandatory
sinking fund provisions.
 
Also, an issuer might call its bonds during periods of falling interest rates,
if the issuer's bonds have a coupon higher than current market rates.
 
An issuer might call its bonds in extraordinary cases, including if:
   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 income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.
 
REDUCED DIVERSIFICATION RISK
 
If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.
 
LIQUIDITY RISK
 
You can always sell back your units, but we cannot assure you that a liquid
trading market will always exist for the bonds in the portfolio, especially
since current law may restrict the Fund from selling bonds to any Sponsor. The
bonds will generally trade in the over-the-counter market. The value of the
bonds, and of your investment, may be reduced if trading in bonds is limited or
absent.
 
CONCENTRATION RISK
 
When a certain type of bond makes up 25% or more of the portfolio, it is said to
be 'concentrated' in that bond type, which makes the Portfolio less diversified.
 
Here is what you should know about the Michigan and New York 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
 
                                       18
<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 Michigan, New Jersey and Virginia
Portfolios' concentrations 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 New York Portfolio's concentration in
university/college bonds. Payment for these bonds depends on:
   o level or amount and diversity of sources of revenue;
   o availability of endowments and other funds;
   o enrollment;
   o financial management;
   o reputation; and
   o for public institutions, the financial condition of the government and its
      educational policies.
 
Changes to the portfolio's from bond redemptions, maturities and sales may
affect the Fund's concentrations over time.
 
STATE CONCENTRATION RISK
 
MICHIGAN RISKS
 
Because Michigan's leading sectors are closely integrated with the manufacturing
of durable goods, its economy is more cyclical than non-industrial states and
the nation as a whole. As a result:
 
   o any substantial national economic downturn will likely hurt Michigan's
      economy and its state and local governments;
 
   o because the state is highly reliant on the auto industry, its economy could
     be hurt by changes in that industry, expecially consolidation, plant
     closings and labor disputes;
 
   o while in the past the state's unemployment rate was higher than the
      national average, for several years it has been near or below the national
     average.
 
Certain tax changes have reduced or changed the mix of tax revenues of the state
and local governments. In recent years:
 
   o the state sales tax rate was raised;
 
   o the income tax rate was lowered;
 
   o an annual cap was imposed on property tax assessment increases; and
 
   o property taxes used for school funding were cut, and now schools are paid
     for by a combination of property taxes and general state revenues.
 
                                       19
<PAGE>
In addition, certain state laws limit the overall amount of state revenues that
can be raised from taxes, which could affect State operations and restrict the
sharing of revenue with local governments. This, combined with the above tax
changes, could hurt the value of Michigan bonds in the portfolio or make it more
difficult for Michigan's local governments to pay their debt service.
 
The state's general obligation bonds are rated Aa by Moody's, AA+ by Standard &
Poor's and AA by Fitch.
 
NEW JERSEY RISKS
 
State and Local Government
 
Certain features of New Jersey law could affect the repayment of debt:
 
   o the State of New Jersey and its agencies and public authorities issue
     general obligation bonds, which are secured by the full faith and credit of
     the state, backed by its taxing authority, without recourse to specific
     sources of revenue, therefore, any liability to increase taxes could impair
     the state's ability to repay debt; and
 
   o the state is required by law to maintain a balanced budget, and state
     spending for any given municipality or county cannot increase by more than
     5% per year. This limit could make it harder for any particular county or
     municipality to repay its debts.
 
In recent years the state budget's main expenditures have been
 
   o elementary and secondary education, and
 
   o state agencies and programs, including police and corrections facilities,
     higher education, and environmental protection.
 
The state's general obligations are rated Aa1 by Moody's and AA+ by Standard &
Poor's.
 
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
 
   o a high and increasing debt burden.
 
                                       20
<PAGE>
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.
 
VIRGINIA RISKS
 
Virginia's economy is highly dependent on defense spending:
 
   o there are major concentrations of defense installations in Northern
     Virginia and the Hampton Roads area; and
 
   o any substantial reductions in military spending, including base closings,
     could hurt both the state and local economies.
 
The state's general obligations are rated AAA by Standard & Poor's and Aaa by
Moody's.
 
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.
 
SPONSORS' SECONDARY MARKET
 
While we are not obligated to do so, we will buy back units at net asset value
without any other fee or charge. We may resell the units to other buyers or to
the Trustee. You should consult your financial professional for current market
prices to determine if other broker-dealers or banks are offering higher prices.
 
We have maintained the secondary market continuously for over 25 years, but we
could
 
                                       21
<PAGE>
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.
 
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
 
                                       22
<PAGE>
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;
   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.
 
                                       23
<PAGE>
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, 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.
 
                                       24
<PAGE>
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.
 
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
 
                                       25
<PAGE>
counsel located in the relevant states have given state and local tax opinions.
 
AUDITORS
 
Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statements of Condition included in this
prospectus.
 
SPONSORS
 
The Sponsors are:
 
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
 
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an
indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019
 
Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells securities (including investment company shares) for
others (including investment companies) and participates as an underwriter in
various selling groups.
 
TRUSTEE
 
The Chase Manhattan Bank, Unit Investment Trust Department, 4 New York
Plaza--6th Floor, New York, New York 10004, is the Trustee.
 
It is supervised by the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve System and New York State banking authorities.
 
UNDERWRITERS' AND SPONSORS' PROFITS
 
Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial date of deposit of the bonds. Any cash
made available by you to the Sponsors before the settlement date for those units
may be used in the Sponsors' businesses to the extent permitted by federal law
and may benefit the Sponsors.
 
A Sponsor or Underwriter may realize profits or sustain losses on bonds in the
Fund which were acquired from underwriting syndicates of which it was a member.
 
In maintaining a secondary market, the Sponsors will also realize profits or
sustain 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.
 
                                       26
<PAGE>
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 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
 
                                       27
<PAGE>
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.
 
MICHIGAN TAXES
 
In the opinion of Miller, Canfield, Paddock and Stone, P.L.C. Bloomfield Hills,
Michigan, special counsel on Michigan tax matters:
 
Under the income tax laws of the State of Michigan, the Fund will not be taxed
as a corporation. If you are a Michigan taxpayer, your interest income from the
Fund will not be tax-exempt in Michigan except to the extent that the interest
is earned on bonds that are tax-exempt for Michigan purposes. Capital gain
distributions and capital gain or loss on your Fund units themselves will be
subject to Michigan income tax. 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.
 
NEW JERSEY TAXES
 
In the opinion of Drinker Biddle & Reath, Philadelphia, Pennsylvania, special
counsel on New Jersey tax matters:
 
The Fund will not be taxed as a corporation under the current income tax laws of
the State of New Jersey. Your income from the Fund may be subject to taxation
depending on where you live. If you are a New Jersey taxpayer your income from
the Fund (including gains on sales of bonds by the Fund) and gains on sales of
units by you will be tax-exempt to the extent that income and gains are earned
on bonds that are tax-exempt for New Jersey purposes. You should consult your
tax adviser as to the consequences to you
 
                                       28
<PAGE>
with respect to any investment you make in the Fund.
 
VIRGINIA TAXES
 
In the opinion of Hunton & Williams, Richmond, Virginia, special counsel on
Virginia tax matters:
 
Under the income tax laws of the State of Virginia, the Virginia Trust will not
be taxed as a corporation. If you are a Virginia taxpayer, your income from the
Virginia Trust will not be tax-exempt in Virginia except to the extent that the
income is attributable to either (i) interest earned on bonds that are tax-
exempt for Virginia purposes or (ii) profits from the sale of certain Virginia
bonds that have been issued under Virginia legislation specifically exempting
all income from those bonds. If, at the time of your death, you either are a
Virginia resident or, in certain cases, are not a resident of the United States,
your units may be subject to Virginia estate tax. You should consult your tax
adviser in these matters.
 
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.
 
                                       29


<PAGE>
MUNICIPAL INVESTMENT TRUST FUND, MULTISTATE SERIES - 216,
(MICHIGAN INSURED, NEW JERSEY INSURED, NEW YORK AND
VIRGINIA TRUSTS), DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund, Multistate Series -
216, (Michigan Insured, New Jersey Insured, New York and
Virginia Trusts), Defined Asset Funds:

We have audited the accompanying statements of condition of
Municipal Investment Trust Fund, Multistate Series - 216,
(Michigan Insured, New Jersey Insured, New York and
Virginia 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 20, 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 Chase Manhattan Bank, the Trustee. An audit also includes
assessing the accounting principles used and significant estimates
made by the Trustee, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of Municipal Investment Trust Fund,
Multistate Series - 216, (Michigan Insured, New Jersey Insured,
New York and Virginia 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.
October 26, 1998





                      D - 1.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (MICHIGAN 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 $ 2,987,953 )(Note 1).........                $ 3,227,243
       Accrued interest ...............................                     53,591
       Cash - principal ...............................                     32,621
                                                                       -----------
         Total trust property .........................                  3,313,455


     LESS LIABILITIES:
       Income advance from Trustee.....................$    43,073
       Accrued Sponsors' fees .........................        972          44,045
                                                       -----------     -----------


     NET ASSETS, REPRESENTED BY:
       3,152 units of fractional undivided
          interest outstanding (Note 3)................  3,259,864

       Undistributed net investment income ............      9,546     $ 3,269,410
                                                       -----------     ===========

     UNIT VALUE ($ 3,269,410 / 3,152 units )...........                $  1,037.25
                                                                       ===========



</TABLE>















                  See Notes to Financial Statements.



                                D - 2.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (MICHIGAN INSURED TRUST),
DEFINED ASSET FUNDS



STATEMENTS OF OPERATIONS
<TABLE><CAPTION>

                                               September 20, 1996
                                                Year Ended            to
                                                August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................$   176,306       $   170,050
       Trustee's fees and expenses ............     (5,612)           (6,629)
       Sponsors' fees .........................     (1,461)           (1,389)
                                               ------------------------------
       Net investment income ..................    169,233           162,032
                                               ------------------------------


     REALIZED AND UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........      2,636
       Unrealized appreciation
         of investments .......................    150,222            89,068
                                               ------------------------------
       Net realized and unrealized
          gain on investments .................    152,858            89,068
                                               ------------------------------













     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS ..............$   322,091       $   251,100
                                               ==============================



</TABLE>




                  See Notes to Financial Statements.

                                D - 3.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (MICHIGAN INSURED TRUST),
DEFINED ASSET FUNDS



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

                                               September 20, 1996
                                                Year Ended            to
                                                 August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     OPERATIONS:
       Net investment income ..................$   169,233       $   162,032
       Realized gain on
         securities sold or redeemed ..........      2,636
       Unrealized appreciation
         of investments .......................    150,222            89,068
                                               ------------------------------
       Net increase in net assets
         resulting from operations ............    322,091           251,100
                                               ------------------------------
     INCOME DISTRIBUTIONS TO
        HOLDERS (Note 2).......................   (169,018)         (152,173)
                                               ------------------------------












     SHARE TRANSACTIONS:
       Redemption amounts - income ............       (530)
       Redemption amounts - principal .........   (130,400)
                                               ------------------------------
       Total share transactions ...............   (130,930)
                                               ------------------------------

     NET INCREASE IN NET ASSETS ...............     22,143            98,927

     NET ASSETS AT BEGINNING OF PERIOD ........  3,247,267         3,148,340
                                               ------------------------------
     NET ASSETS AT END OF PERIOD ..............$ 3,269,410       $ 3,247,267
                                               ==============================
     PER UNIT:
       Income distributions during
         period ...............................$     52.29       $     46.38
                                               ==============================
       Net asset value at end of
         period ...............................$  1,037.25       $    989.72
                                               ==============================
     TRUST UNITS:
       Redeemed during period .................        129
       Outstanding at end of period ...........      3,152             3,281
                                               ==============================

</TABLE>




                  See Notes to Financial Statements.




                                D - 4.

<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 216 (MICHIGAN INSURED TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

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

      (A)      Securities are stated at value as determined by the











               Evaluator based on bid side evaluations for the securities
               (see "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B), except that value on September
               20, 1996 was based upon offering side evaluations at
               September 18, 1996, the day prior to the Date of Deposit.
               Cost of securities at September 20, 1996 was also based on
               such offering side evaluations.

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

      (C)      Interest income is recorded as earned.

2.   DISTRIBUTIONS

     A distribution of net investment income is made to Holders each month.
     Receipts other than interest, after deductions for redemptions and 
     applicable expenses, are distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
<S>                                                              <C>

     Cost of 3,152 units at Date of Deposit .....................$ 3,165,671
     Less sales charge ..........................................    141,115
                                                                 -----------
     Net amount applicable to Holders ...........................  3,024,556
     Redemptions of units - net cost of 129 units redeemed
       less redemption amounts (principal).......................     (6,618)
     Realized gain on securities sold or redeemed ...............      2,636
     Unrealized appreciation of investments......................    239,290
                                                                 -----------

     Net capital applicable to Holders ..........................$ 3,259,864
                                                                 ===========

</TABLE>

4.   INCOME TAXES

     As of August 31, 1998, unrealized appreciation of investments, based on 
     cost for Federal income tax purposes, aggregated $239,290, all of which 
     related to appreciated securities. The cost of investment securities for 
     Federal income tax purposes was $2,987,953 at August 31, 1998.



                           D - 5.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (MICHIGAN TRUST) (INSURED),
DEFINED ASSET FUNDS












PORTFOLIO
As of August 31, 1998

<TABLE><CAPTION>


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


<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
   1 Michigan State Hosp. Fin. Auth., Hosp.     AAA     $   500,000     5.250 %      2021      06/01/04     $   464,085 $   503,755
     Rev. Rfdg. Bonds (Mercy Mem. Hosp.,                                                       @  102.000
     Monroe, MI), Ser. 1994 (MBIA Ins.)

   2 Michigan State Hosp. Fin. Auth., Hosp.     AAA         500,000     6.000        2036      11/15/06         504,245     546,675
     Rev. Bonds (Sparrow Obligated Grp.),                                                      @  102.000
     Ser. 1996 (MBIA Ins.)

   3 Michigan State Hsg. Dev. Auth., Rental     AAA         405,000     5.875        2017      04/01/03         405,000     425,809
     Hsg. Rev. Bonds, Ser. 1993 A (AMBAC                                                       @  102.000
     Ins.)

   4 Charter County of Wayne, MI, Arpt. Rev.    AAA         500,000     5.250        2021      12/01/03         463,760     506,875
     Rfdg. Bonds (Detroit Metro. Wayne Cnty.                                                   @  102.000
     Arpt.), Subordinate Lien, Ser. 1993 C
     (MBIA Ins.)

   5 Big Rapids Pub. Sch., Counties of          AAA         465,000     5.625        2025      05/01/05         456,853     488,394
     Mecosta and Newaygo, MI, 1995 Sch.                                                        @  101.000
     Bldg. and Site Bonds (G.O. - Unltd.
     Tax) (Financial Guaranty Ins.)

   6 Chippewa Valley Sch., County of Macomb,    AAA         250,000     5.000        2021      05/01/03         225,450     246,315
     MI, 1993 Rfdg. Bonds (G.O. - Unltd.                                                       @  102.000
     Tax) (Financial Guaranty Ins.)

   7 Ionia Pub. Sch., County of Ionia, MI,      AAA         500,000     5.300        2025      05/01/04         468,560     509,420
     Sch. Bldg. and Site Bonds (G.O. -                                                         @  101.000
     Unltd. Tax), Ser. 1995 (AMBAC Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,120,000                                         $ 2,987,953 $ 3,227,243
                                                          =========                                           =========   =========


                  See Notes to Portfolios on page D - 22.

</TABLE>

















                                D - 6.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW JERSEY 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 $ 3,062,927 )(Note 1).........                $ 3,290,446
       Accrued interest ...............................                     53,615
       Cash - principal ...............................                     32,045
                                                                       -----------
         Total trust property .........................                  3,376,106


     LESS LIABILITIES:
       Income advance from Trustee.....................$    42,846
       Accrued Sponsors' fees .........................        977          43,823
                                                       -----------     -----------


     NET ASSETS, REPRESENTED BY:
       3,200 units of fractional undivided
          interest outstanding (Note 3)................  3,322,491

       Undistributed net investment income ............      9,792     $ 3,332,283
                                                       -----------     ===========

     UNIT VALUE ($ 3,332,283 / 3,200 units )...........                $  1,041.34
                                                                       ===========



</TABLE>




                  See Notes to Financial Statements.













                                D - 7.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS



STATEMENTS OF OPERATIONS
<TABLE><CAPTION>

                                               September 20, 1996
                                                Year Ended            to
                                                 August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................$   178,167        $  169,456
       Trustee's fees and expenses ............     (5,718)           (6,629)
       Sponsors' fees .........................     (1,465)           (1,385)
                                               ------------------------------
       Net investment income ..................    170,984           161,442
                                               ------------------------------


     REALIZED AND UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........      5,208
       Unrealized appreciation
         of investments .......................    139,881            87,638
                                               ------------------------------
       Net realized and unrealized
          gain on investments .................    145,089            87,638
                                               ------------------------------


     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS ..............$   316,073       $   249,080
                                               ==============================














</TABLE>




                  See Notes to Financial Statements.











                                D - 8.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW JERSEY INSURED TRUST),
DEFINED ASSET FUNDS



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

                                               September 20, 1996
                                                Year Ended            to
                                                 August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     OPERATIONS:
       Net investment income ..................$   170,984       $   161,442
       Realized gain on
         securities sold or redeemed ..........      5,208
       Unrealized appreciation
         of investments .......................    139,881            87,638
                                               ------------------------------
       Net increase in net assets
         resulting from operations ............    316,073           249,080
                                               ------------------------------
     INCOME DISTRIBUTIONS TO
        HOLDERS (Note 2).......................   (171,150)         (151,438)
                                               -------------------------------

     SHARE TRANSACTIONS:
       Redemption amounts - income ............        (46)











       Redemption amounts - principal .........    (82,179)
                                               ------------------------------
       Total share transactions ...............    (82,225)
                                               ------------------------------

     NET INCREASE IN NET ASSETS ...............     62,698            97,642

     NET ASSETS AT BEGINNING OF PERIOD ........  3,269,585         3,171,943
                                               ------------------------------
     NET ASSETS AT END OF PERIOD ..............$ 3,332,283       $ 3,269,585
                                               ==============================
     PER UNIT:
       Income distributions during
         period ...............................$     52.18       $     46.17
                                               ==============================
       Net asset value at end of
         period ...............................$  1,041.34       $    996.82
                                               ==============================
     TRUST UNITS:
       Redeemed during period .................         80
       Outstanding at end of period ...........      3,200             3,280
                                               ==============================

</TABLE>




                  See Notes to Financial Statements.




                                D - 9.

<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 216 (NEW JERSEY INSURED TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

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

      (A)      Securities are stated at value as determined by the
               Evaluator based on bid side evaluations for the securities
               (see "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B), except that value on September











               20, 1996 was based upon offering side evaluations at
               September 18, 1996, the day prior to the Date of Deposit.
               Cost of securities at September 20, 1996 was also based on
               such offering side evaluations.

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

      (C)      Interest income is recorded as earned.

2.   DISTRIBUTIONS

     A distribution of net investment income is made to Holders each month.
     Receipts other than interest, after deductions for redemptions and 
     applicable expenses, are distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
<S>                                                              <C>

     Cost of 3,200 units at Date of Deposit .....................$ 3,238,994
     Less sales charge ..........................................    144,416
                                                                 -----------
     Net amount applicable to Holders ...........................  3,094,578
     Redemptions of units - net cost of 80 units redeemed
       less redemption amounts (principal).......................     (4,814)
     Realized gain on securities sold or redeemed ...............      5,208
     Unrealized appreciation of investments......................    227,519
                                                                 -----------

     Net capital applicable to Holders ..........................$ 3,322,491
                                                                 ===========

</TABLE>

4.   INCOME TAXES

     As of August 31, 1998, unrealized appreciation of investments, based on 
     cost for Federal income tax purposes, aggregated $227,519, all of which 
     related to appreciated securities. The cost of investment securities for 
     Federal income tax purposes was $3,062,927 at August 31, 1998.



                           D - 10.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW JERSEY TRUST) (INSURED),
DEFINED ASSET FUNDS

PORTFOLIO
As of August 31, 1998












<TABLE><CAPTION>


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


<S>                                          <C>        <C>         <C>           <C>          <C>          <C>         <C>
   1 New Jersey Hlth. Care Fac. Financing       AAA     $   250,000     5.750 %      2016      07/01/06     $   250,000 $   267,010
     Auth., Rev. Bonds, St. Joseph's Hosp.                                                     @  102.000
     and Med. Ctr. Oblig. Grp. Issue, Ser.
     1996 A (Connie Lee Ins.)

   2 New Jersey Hlth. Care Fac. Fin. Auth.,     AAA         500,000     5.200        2024      07/01/04         465,295     502,840
     Rev. Bonds, Somerset Med. Ctr. Issue,                                                     @  102.000
     Ser. A (Financial Guaranty Ins.)

   3 Delaware River Port Auth., Rev.            AAA         500,000     5.500        2026      01/01/06         485,790     522,985
     Bonds, Ser. 1995 (Financial Guaranty                                                      @  102.000
     Ins.)

   4 The Pollution Ctl. Fin. Auth. of Salem     AAA         500,000     5.550        2033      11/01/03         480,990     519,405
     Cnty., NJ, Poll. Ctl. Rev. Rfdg. Bonds,                                                   @  102.000
     (Pub. Svc. Elec. & Gas Co. Proj.)
     1993 Ser. C  (MBIA Ins.)

   5 The Board of Educ. of the Twp. of          AAA         500,000     5.800        2026      09/01/06         500,000     532,895
     Sparta in the Cnty. of Sussex, NJ, Sch.                                                   @  100.000
     Bonds (MBIA Ins)

   6 The Board of Educ. of the Twp. of          AAA         250,000     5.625        2020      09/01/06         247,558     263,060
     Tabernacle in the Cnty. of Burlington,                                                    @  100.000
     NJ, Sch. Bonds (Financial Guaranty
     Ins.)
                                                            250,000     5.625        2021      09/01/06         247,510     262,873
                                                                                               @  100.000

   7 The Town of West New York Mun. Util.       AAA         415,000     5.125        2017      12/15/04         385,784     419,378
     Auth. (Hudson Cnty., New Jersey), Swr.                                                    @  102.000
     Rev. Rfdg. Bonds, Ser. 1993 (Financial
     Guaranty Ins.)

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,165,000                                         $ 3,062,927 $ 3,290,446
                                                          =========                                           =========   =========


                  See Notes to Portfolios on page D - 22.

</TABLE>













                                D - 11.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (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 $ 2,827,362 )(Note 1).........                $ 3,160,128
       Accrued interest ...............................                     28,388
       Cash - principal ...............................                     29,439
                                                                       -----------
         Total trust property .........................                  3,217,955


     LESS LIABILITIES:
       Income advance from Trustee.....................$    17,750
       Accrued Sponsors' fees .........................      1,013          18,763
                                                       -----------     -----------


     NET ASSETS, REPRESENTED BY:
       3,058 units of fractional undivided
          interest outstanding (Note 3)................  3,189,567

       Undistributed net investment income ............      9,625     $ 3,199,192
                                                       -----------     ===========

     UNIT VALUE ($ 3,199,192 / 3,058 units )...........                $  1,046.17
                                                                       ===========



</TABLE>




                  See Notes to Financial Statements.














                                D - 12.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW YORK TRUST),
DEFINED ASSET FUNDS



STATEMENTS OF OPERATIONS
<TABLE><CAPTION>

                                               September 20, 1996
                                                Year Ended            to
                                                August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................$   183,664       $   187,455
       Trustee's fees and expenses ............     (5,819)           (6,676)
       Sponsors' fees .........................     (1,536)           (1,493)
                                               ------------------------------
       Net investment income ..................    176,309           179,286
                                               ------------------------------


     REALIZED AND UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........     40,220
       Unrealized appreciation
         of investments .......................    162,961           169,805
                                               ------------------------------
       Net realized and unrealized
          gain on investments .................    203,181           169,805
                                               ------------------------------


     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS ..............$   379,490       $   349,091
                                               ==============================



</TABLE>















                  See Notes to Financial Statements.



                                D - 13.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW YORK TRUST),
DEFINED ASSET FUNDS



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

                                               September 20, 1996
                                                Year Ended            to
                                                August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     OPERATIONS:
       Net investment income ..................$   176,309       $   179,286
       Realized gain on
         securities sold or redeemed ..........     40,220
       Unrealized appreciation
         of investments .......................    162,961           169,805
                                               ------------------------------
       Net increase in net assets
         resulting from operations ............    379,490           349,091
                                               ------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................   (176,717)         (168,112)
       Principal ..............................    (20,122)
                                               ------------------------------
       Total distributions ....................   (196,839)         (168,112)
                                               ------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............     (1,141)
       Redemption amounts - principal .........   (489,227)
                                               ------------------------------











       Total share transactions ...............   (490,368)
                                               ------------------------------

     NET INCREASE (DECREASE) IN NET ASSETS ....   (307,717)          180,979

     NET ASSETS AT BEGINNING OF PERIOD ........  3,506,909         3,325,930
                                               ------------------------------
     NET ASSETS AT END OF PERIOD ..............$ 3,199,192       $ 3,506,909
                                               ==============================
     PER UNIT:
       Income distributions during
         period ...............................$     53.40       $     47.57
                                               ==============================
       Principal distributions during
         period ...............................$      6.41
                                               ===================
       Net asset value at end of
         period ...............................$  1,046.17       $    992.33
                                               ==============================
     TRUST UNITS:
       Redeemed during period .................        476
       Outstanding at end of period ...........      3,058             3,534
                                               ==============================

</TABLE>




                  See Notes to Financial Statements.

                                D - 14.

<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 216 (NEW YORK TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

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

      (A)      Securities are stated at value as determined by the
               Evaluator based on bid side evaluations for the securities
               (see "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B), except that value on September
               20, 1996 was based upon offering side evaluations at
               September 18, 1996, the day prior to the Date of Deposit.











               Cost of securities at September 20, 1996 was also based on
               such offering side evaluations.

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

      (C)      Interest income is recorded as earned.

2.   DISTRIBUTIONS

     A distribution of net investment income is made to Holders each month.
     Receipts other than interest, after deductions for redemptions and 
     applicable expenses, are distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
<S>                                                              <C>

     Cost of 3,058 units at Date of Deposit .....................$ 3,012,202
     Less sales charge ..........................................    134,247
                                                                 -----------
     Net amount applicable to Holders ...........................  2,877,955
     Redemptions of units - net cost of 476 units redeemed
       less redemption amounts (principal).......................    (41,252)
     Realized gain on securities sold or redeemed ...............     40,220
     Principal distributions ....................................    (20,122)
     Unrealized appreciation of investments......................    332,766
                                                                 -----------

     Net capital applicable to Holders ..........................$ 3,189,567
                                                                 ===========

</TABLE>

4.   INCOME TAXES

     As of August 31, 1998, unrealized appreciation of investments, based on 
     cost for Federal income tax purposes, aggregated $332,766, all of which 
     related to appreciated securities. The cost of investment securities for 
     Federal income tax purposes was $2,827,362 at August 31, 1998.


                           D - 15.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (NEW YORK TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
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 York State Urban Dev. Corp., Corr.     A(f)    $   400,000     5.375 %      2023      01/01/04     $   362,216 $   405,408
     Cap. Fac. Rev. Bonds, Ser. 4                                                              @  102.000

   2 Dormitory Auth. of the State of New        BBB+        190,000     6.000        2026(6)   07/01/06         187,384     215,496
     York, New York Med. Coll., Ins. Rev.                                                      @  102.000
     Bonds, Ser. 1996 (MBIA Ins.) (4)
                                                            125,000     6.000        2026      07/01/06         123,279     135,111
                                                                                               @  102.000

   3 Dormitory Auth. of the State of New        Aa1(m)      310,000     6.150        2018      07/01/06         312,548     344,323
     York, Grace Manor Hlth. Care Fac.,                                                        @  102.000
     Inc., Rev. Bonds, Ser. 1996

   4 Dormitory Auth. of the State of New        A(f)        500,000     5.700        2021      07/01/04         474,550     523,405
     York, Upstate Cmnty. Coll. Rev. Bonds,                                                    @  102.000
     Ser. 1994 A

   5 Dormitory Auth. of the State of New        A(f)        500,000     5.400        2023      05/15/04         457,200     511,655
     York, State Univ. Educl. Facs. Rev.                                                       @  102.000
     Bonds, Ser. 1993 C

   6 Dormitory Auth. of the State of New        A(f)        500,000     5.500        2025      07/01/06         459,490     515,280
     York, Dept. of Hlth., Rev. Bonds, Ser.                                                    @  102.000
     1996

   7 Dormitory Auth. of the State of New        A(f)        500,000     5.375        2026      02/15/06         450,695     509,450
     York, Mental Hlth. Svcs. Fac. Imp. Rev.                                                   @  102.000
     Bonds, Ser. 1996 B

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 3,025,000                                         $ 2,827,362 $ 3,160,128
                                                          =========                                           =========   =========


                  See Notes to Portfolios on page D - 22.

</TABLE>





                                D - 16.

<PAGE>











MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (VIRGINIA 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 $ 2,203,171 )(Note 1).........                $ 2,376,088
       Accrued interest ...............................                     30,196
       Proceeds receivable from sale of securities ....                     61,686
       Cash - principal ...............................                     22,060
                                                                       -----------
         Total trust property .........................                  2,490,030


     LESS LIABILITIES:
       Income advance from Trustee.....................$    22,072
       Accrued Sponsors' fees .........................        939
       Redemptions payable ............................     61,146          84,157
                                                       -----------     -----------


     NET ASSETS, REPRESENTED BY:
       2,351 units of fractional undivided
          interest outstanding (Note 3)................  2,398,863

       Undistributed net investment income ............      7,010     $ 2,405,873
                                                       -----------     ===========

     UNIT VALUE ($ 2,405,873 / 2,351 units )...........                $  1,023.34
                                                                       ===========



</TABLE>




                  See Notes to Financial Statements.















                                D - 17.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (VIRGINIA TRUST),
DEFINED ASSET FUNDS



STATEMENTS OF OPERATIONS
<TABLE><CAPTION>

                                               September 20, 1996
                                                Year Ended            to
                                                August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     INVESTMENT INCOME:
       Interest income ........................$   154,352       $   165,521
       Trustee's fees and expenses ............     (5,400)           (5,680)
       Sponsors' fees .........................     (1,428)           (1,385)
                                               ------------------------------
       Net investment income ..................    147,524           158,456
                                               ------------------------------


     REALIZED AND UNREALIZED GAIN
       ON INVESTMENTS:
       Realized gain on
         securities sold or redeemed ..........     34,281
       Unrealized appreciation
         of investments .......................     65,595           107,322
                                               ------------------------------
       Net realized and unrealized
          gain on investments .................     99,876           107,322
                                               ------------------------------


     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS ..............$   247,400       $   265,778
                                               ==============================



</TABLE>















                  See Notes to Financial Statements.


                                D - 18.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (VIRGINIA TRUST),
DEFINED ASSET FUNDS



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

                                               September 20, 1996
                                                Year Ended            to
                                                August 31,        August 31,
                                                   1998              1997
                                                   ----              ----

     <S>                                       <C>               <C>
     OPERATIONS:
       Net investment income ..................$   147,524       $   158,456
       Realized gain on
         securities sold or redeemed ..........     34,281
       Unrealized appreciation
         of investments .......................     65,595           107,322
                                               ------------------------------
       Net increase in net assets
         resulting from operations ............    247,400           265,778
                                               ------------------------------
     DISTRIBUTIONS TO HOLDERS (Note 2):
       Income  ................................   (147,380)         (148,551)
       Principal ..............................    (16,636)
                                               ------------------------------
       Total distributions ....................   (164,016)         (148,551)
                                               ------------------------------
     SHARE TRANSACTIONS:
       Redemption amounts - income ............     (3,039)
       Redemption amounts - principal .........   (943,097)
                                               ------------------------------
       Total share transactions ...............   (946,136)
                                               ------------------------------












     NET INCREASE (DECREASE) IN NET ASSETS ....   (862,752)          117,227

     NET ASSETS AT BEGINNING OF PERIOD ........  3,268,625         3,151,398
                                               ------------------------------
     NET ASSETS AT END OF PERIOD ..............$ 2,405,873       $ 3,268,625
                                               ==============================
     PER UNIT:
       Income distributions during
         period ...............................$     50.78       $     45.29
                                               ==============================
       Principal distributions during
         period ...............................$      6.90
                                               ====================
       Net asset value at end of
         period ...............................$  1,023.34       $    996.53
                                               ==============================
     TRUST UNITS:
       Redeemed during period .................        929
       Outstanding at end of period ...........      2,351             3,280
                                               ==============================

</TABLE>




                  See Notes to Financial Statements.

                                D - 19.

<PAGE>
     MUNICIPAL INVESTMENT TRUST FUND,
     MULTISTATE SERIES - 216 (VIRGINIA TRUST),
     DEFINED ASSET FUNDS

     NOTES TO FINANCIAL STATEMENTS

1.   SIGNIFICANT ACCOUNTING POLICIES

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

      (A)      Securities are stated at value as determined by the
               Evaluator based on bid side evaluations for the securities
               (see "How to Sell Units - Trustee's Redemption of Units"
               in this Prospectus, Part B), except that value on September
               20, 1996 was based upon offering side evaluations at
               September 18, 1996, the day prior to the Date of Deposit.
               Cost of securities at September 20, 1996 was also based on
               such offering side evaluations.












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

      (C)      Interest income is recorded as earned.

2.   DISTRIBUTIONS

     A distribution of net investment income is made to Holders each month.
     Receipts other than interest, after deductions for redemptions and 
     applicable expenses, are distributed as explained in "Income, 
     Distributions and Reinvestment - Distributions" in this Prospectus, 
     Part B.

3.   NET CAPITAL
<TABLE>
<S>                                                              <C>

     Cost of 2,351 units at Date of Deposit .....................$ 2,364,241
     Less sales charge ..........................................    105,419
                                                                 -----------
     Net amount applicable to Holders ...........................  2,258,822
     Redemptions of units - net cost of 929 units redeemed
       less redemption amounts (principal).......................    (50,521)
     Realized gain on securities sold or redeemed ...............     34,281
     Principal distributions ....................................    (16,636)
     Unrealized appreciation of investments......................    172,917
                                                                 -----------

     Net capital applicable to Holders ..........................$ 2,398,863
                                                                 ===========

</TABLE>

4.   INCOME TAXES

     As of August 31, 1998, unrealized appreciation of investments, based on 
     cost for Federal income tax purposes, aggregated $172,917, all of which 
     related to appreciated securities. The cost of investment securities for 
     Federal income tax purposes was $2,203,171 at August 31, 1998.


                           D - 20.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (VIRGINIA TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
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 Virginia Hsg. Dev. Auth., Multi-Family     AA+     $   500,000     5.800 %      2017      01/01/07     $   493,965 $   526,980
     Hsg. Bonds, Ser. 1996 M                                                                   @  102.000

   2 Virginia Pub. Sch. Auth., Sch. Fin.        AA          500,000     5.000        2016      08/01/05         461,455     499,390
     Bonds (1991 Resolution), Ser. 1995 C                                                      @  102.000

   3 Virginia Resources Auth., Solid Waste      AA          170,000     5.500        2015      04/01/05         165,187     176,467
     Disp. Sys. Rev. Bonds (Cnty. of Prince                                                    @  102.000
     William, VA - Rfdg.), Ser. 1995 A

   4 County of Prince William, VA, Lease        AAA         140,000     5.500        2015      12/01/05         136,744     147,776
     Part. Certs., Ser. 1995 (MBIA Ins.) (5)                                                   @  102.000

   5 City of Roanoke, VA, G.O. Pub. Imp.        AA          500,000     5.000        2014      02/01/06         466,920     508,240
     Bonds, Ser. 1996                                                                          @  102.000

   6 Industrial Dev. Auth. of the City of       AA          500,000     5.500        2017      11/01/04         478,900     517,235
     Norfolk, VA, Hosp. Rev. and Rfdg. Bonds                                                   @  102.000
     (Sentara Hosp. - Norfolk), Ser. 1994 A

                                                          ---------                                           ---------   ---------
     TOTAL                                              $ 2,310,000                                         $ 2,203,171 $ 2,376,088
                                                          =========                                           =========   =========


                  See Notes to Portfolios on page D - 22.

</TABLE>




                                D - 21.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 216 (MICHIGAN INSURED,
NEW JERSEY INSURED, NEW YORK AND VIRGINIA TRUSTS),
DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
As of August 31, 1998
<TABLE><CAPTION>
<S>   <C>
(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.  See
      "Description of Ratings" in Part B of this Prospectus.

(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)   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 a "AAA" rating 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.

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

(6)   Bonds with an aggregate face amount of $190,000 of the New York Trust have been
      pre-refunded and are expected to be called for redemption on the optional
      provision date shown.
</TABLE>

                            D - 22.



<PAGE>
                             Defined
                             Asset FundsSM
 

HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most                         MULTISTATE SERIES--216
recent free Information                  (A Unit Investment Trust)
Supplement that gives more               ---------------------------------------
details about the Fund,                  This Prospectus does not contain
by calling:                              complete information about the
The Chase Manhattan Bank                 investment company filed with the
1-800-323-1508                           Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         o Securities Act of 1933 (file no.
                                         333-09625) 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.

 
                                                     15359--11/98


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