MUNICIPAL INVESTMENT TR FD MULTISTATE SER 301 DEF ASSET FDS, 497, 1999-03-02

MUNICIPAL INVESTMENT TR FD MULTISTATE SER 301 DEF ASSET FDS
497, 1999-03-02

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1999

REGISTRATION NO. 333-12491
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-6

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

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

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

A. EXACT NAME OF TRUST:

MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--301
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

TERESA KONCICK, ESQ. ROBERT E. HOLLEY LAURIE A. HESSLEIN
P.O. BOX 9051 1200 HARBOR BLVD. 388 GREENWICH ST.
PRINCETON, NJ 08543-9051 WEEHAWKEN, NJ 07087 NEW YORK, NY 10013

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

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

Check box if it is proposed that this filing will become effective on February
26, 1999 pursuant to paragraph (b) of Rule 485. / x /

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

MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES--301
(A UNIT INVESTMENT TRUST)
O CALIFORNIA, FLORIDA, NEW YORK AND PENNSYLVANIA
PORTFOLIOS
O PORTFOLIOS OF LONG-TERM MUNICIPAL BONDS
O DESIGNED FOR FEDERALLY TAX-FREE INCOME
O EXEMPT FROM SOME STATE TAXES
O MONTHLY DISTRIBUTIONS

SPONSORS:
Merrill Lynch,
Pierce, Fenner & Smith -------------------------------------------------
Incorporated The Securities and Exchange Commission has not
Salomon Smith Barney Inc. approved or disapproved these Securities or
Prudential Securities passed upon the adequacy of this prospectus. Any
Incorporated representation to the contrary is a criminal
PaineWebber Incorporated offense.
Dean Witter Reynolds Inc. Prospectus dated February 26, 1999.

<PAGE>
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Def ined 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 NOVEMBER 30, 1998, THE
EVALUATION DATE.

CONTENTS
PAGE
-----------
California Insured Portfolio--
Risk/Return Summary.................................. 3
Florida Portfolio--Risk/Return Summary.................. 6
New York Insured Portfolio-- Risk/Return Summary........ 9
Pennsylvania Insured Portfolio--
Risk/Return Summary.................................. 12
What You Can Expect From Your Investment................ 16
Monthly Income....................................... 16
Return Figures....................................... 16
Records and Reports.................................. 16
The Risks You Face...................................... 17
Interest Rate Risk................................... 17
Call Risk............................................ 17
Reduced Diversification Risk......................... 17
Liquidity Risk....................................... 17
Concentration Risk................................... 17
State Concentration Risk............................. 18
Bond Quality Risk.................................... 21
Insurance Related Risk............................... 21
Litigation and Legislation Risks..................... 21
Selling or Exchanging Units............................. 21
Sponsors' Secondary Market........................... 22
Selling Units to the Trustee......................... 22
Exchange Option...................................... 23
How The Fund Works...................................... 23
Pricing.............................................. 23
Evaluations.......................................... 23
Income............................................... 23
Expenses............................................. 23
Portfolio Changes.................................... 24
Fund Termination..................................... 24
Certificates......................................... 25
Trust Indenture...................................... 25
Legal Opinion........................................ 26
Auditors............................................. 26
Sponsors............................................. 26
Trustee.............................................. 26
Underwriters' and Sponsors' Profits 26
Public Distribution.................................. 27
Code of Ethics....................................... 27
Year 2000 Issues..................................... 27
Taxes................................................... 27
Supplemental Information................................ 29
Financial Statements.................................... D-1

2
<PAGE>
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CALIFORNIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

1. WHAT IS THE FUND'S OBJECTIVE?
The Fund seeks interest income that is exempt from regular
federal income taxes and some state and local taxes by
investing in a fixed portfolio consisting primarily of
insured, long term municipal revenue bonds.
2. WHAT ARE MUNICIPAL REVENUE BONDS?
Municipal revenue bonds are bonds issued by states,
municipalities and public authorities to finance the cost
of buying, building or improving various projects intended
to generate revenue, such as airports, health care
facilities, housing and municipal electric, water and sewer
utilities. Generally, payments on these bonds depend solely
on the revenues generated by the projects, excise taxes or
state appropriations, and are not backed by the
government's taxing power.

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 8 long-term tax-exempt
municipal bonds, and some short-term bonds reserved to pay
the deferred sales fee, with an aggregate face amount of
$5,560,000.
o 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

/ / Hospital/Health Care 31%
/ / Lease Rental Appropriation 2%
/ / Municipal Water/Sewer Utilities 6%
/ / Special Tax 29%
/ / Municipal Combined Utilities 16%
/ / Tax Allocation 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/health care
and special tax bonds, adverse developments in these
sectors may affect the value of your units.
o Assuming no changes in interest rates, when you sell your
units, they will generally be worth less than your cost
because your cost included a sales fee.
o The Fund will receive early returns of principal if bonds
are called or sold before they mature. If this happens your
income will decline and you may not be able to reinvest the
money you receive at as high a yield or as long a maturity.

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

3
<PAGE>

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

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 $ 4.26
Annual Income per unit: $ 51.23
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
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested) 2.90%
You will pay an up-front sales fee of 1.50%, as well as a
deferred sales fee of $3.75 per unit quarterly November,
February, May and August through November, 1999. 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
-----------
$ 0.70
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.24
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.18
Other Operating Expenses
-----------
$ 1.77
TOTAL

The Sponsors historically paid organization costs and
updating expenses.
7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
California Portfolios, which had investment objectives,
strategies and types of bonds substantially similar to
this Fund. These prior Series differed in that they
charged a higher sales fee. These prior California Series
were offered between June 22, 1988 and September 27, 1996
and were outstanding on December 31, 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 12/31/98.

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

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

High 4.90% 5.03% 6.89% 7.72% 6.21% 7.48%
Average 2.54 4.30 6.87 5.81 5.32 7.46
Low 0.60 3.70 6.83 3.45 4.53 7.43

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Average
Sales fee 3.24% 5.09% 5.82%

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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>

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax. Your income may also be
exempt from some California state and local personal income
taxes if you live in California.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to
compound your income by reinvesting at no sales fee in the
Municipal Fund Investment Accumulation Program, Inc. This
program is an open-end mutual fund with a comparable
investment objective, but the bonds will generally not be
insured. Income from this program will generally be subject
to state and local income taxes. For more complete
information about the program, including charges and fees,
ask the Trustee for the program's prospectus. Read it
carefully before you invest. The Trustee must receive your
written election to reinvest at least 10 days before the
record day of an income payment.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain
other Defined Asset Funds. You may also exchange into this
Fund from certain other funds. We charge a reduced sales fee
on exchanges.

5
<PAGE>
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FLORIDA 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 8 long-term tax-exempt
municipal bonds, and some short-term bonds reserved to pay
the deferred sales fee, with an aggregate face amount of
$2,635,000.
o 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 58% 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 13%
/ / Hospital/Health Care 33%
/ / Parking, Stadiums/Recreational Facilities,
Convention Centers 3%
/ / Refunded Bonds 2%
/ / Special Tax 17%
/ / Municipal Utilities 32%

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/health care
and state/local municipal combined utilities bonds, adverse
developments in these sectors may affect the value of your
units.
o Assuming no changes in interest rates, when you sell your
units, they will generally be worth less than your cost
because your cost included a sales fee.
o The Fund will receive early returns of principal if bonds
are called or sold before they mature. If this happens your
income will decline and you may not be able to reinvest the
money you receive at as high a yield or as long a maturity.

6
<PAGE>

ALSO, THE PORTFOLIO IS CONCENTRATED IN BONDS OF FLORIDA SO
IT IS LESS DIVERSIFIED THAN A NATIONAL FUND AND IS SUBJECT
TO RISKS PARTICULAR TO FLORIDA WHICH ARE BRIEFLY DESCRIBED
UNDER STATE CONCENTRATION RISKS LATER IN THIS PROSPECTUS.
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 $ 4.19
Annual Income per unit: $ 50.33
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
Maximum Sales Fee (Load) on new
purchases (as a percentage of
$1,000 invested) 2.90%
You will pay an up-front sales fee of 1.50% as well as a
deferred sales fee of $3.75 per unit quarterly November,
February, May and August, through November, 1999.
Employees of some of the Sponsors and their affiliates may
be charged a reduced sales fee of no less than $5.00 per
unit.
The maximum sales fee is reduced if you invest at least
$100,000, as follows:

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.71
Trustee's Fee
$ 0.45
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.50
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.47
Other Operating Expenses
-----------
$ 2.33
TOTAL

The Sponsors historically paid organization costs and
updating expenses.
7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
Florida Portfolios, which had investment objectives,
strategies and types of bonds substantially similar to
this Fund. These prior Series differed in that they
charged a higher sales fee. These prior Florida Series
were offered between April 20, 1988 and September 13, 1996
and were outstanding on December 31, 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 12/31/98.

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

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

High 5.55% 4.96% 6.94% 8.13% 6.08% 7.54%
Average 2.68 4.25 6.80 5.74 5.28 7.40
Low -0.10 3.67 6.68 3.18 4.56 7.28

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

Average
Sales fee 3.03% 5.12% 5.82%

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

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

7
<PAGE>

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 INSURED PORTFOLIO--RISK/RETURN SUMMARY

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 10 long-term tax-exempt
municipal bonds, and some short-term bonds reserved to pay
the deferred sales fee, with an aggregate face amount of
$5,120,000.
o 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 3%
/ / Hospital/Health Care 27%
/ / Industrial Development Revenue 10%
/ / Lease Rental Appropriation 12%
/ / Miscellaneous 10%
/ / Municipal Utilities 38%

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/health care
and municipal utility bonds, adverse developments in these
sectors may affect the value of your units.
o Approximately 12% 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 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>

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 $ 4.31
Annual Income per unit: $ 51.75
These figures are estimates determined on the evaluation
day; actual payments may vary.

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.71
Trustee's Fee
$ 0.46
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.26
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.14
Other Operating Expenses
-----------
$ 1.77
TOTAL

The Sponsors historically paid [organization costs and]
updating expenses.
7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
New York Portfolios, which had investment objectives,
strategies and types of bonds substantially similar to
this Fund. These prior Series differed in that they
charged a higher sales fee. These prior New York Series
were offered between January 14, 1988 and October 16, 1996
and were outstanding on December 31, 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 12/31/98.

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

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

High 5.93% 5.02% 7.53% 8.20% 8.09% 8.13%
Average 2.83 4.25 7.23 6.01 5.27 7.83
Low 0.35 3.61 7.04 4.11 4.59 7.64

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

Average
Sales fee 3.15% 5.04% 5.82%

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

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

10
<PAGE>

11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax. Your income may also be
exempt from some New York state and local personal income
taxes if you live in New York.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to
compound your income by reinvesting at no sales fee in the
Municipal Fund Investment Accumulation Program, Inc. This
program is an open-end mutual fund with a comparable
investment objective, but the bonds generally will not be
insured. Income from this program will generally be subject
to state and local income taxes. For more complete
information about the program, including charges and fees,
ask the Trustee for the program's prospectus. Read it
carefully before you invest. The Trustee must receive your
written election to reinvest at least 10 days before the
record day of an income payment.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain
other Defined Asset Funds. You may also exchange into this
Fund from certain other funds. We charge a reduced sales fee
on exchanges.

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

PENNSYLVANIA INSURED PORTFOLIO--RISK/RETURN SUMMARY

3. WHAT IS THE FUND'S INVESTMENT STRATEGY?
O The Fund plans to hold to maturity 8 long-term tax-exempt
municipal bonds, and some short-term bonds reserved to pay
the deferred sales fee, with an aggregate face amount of
$3,980,000.
o 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 The Fund is concentrated in refunded bonds.
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

/ / Hospital/Health Care 27%
/ / Miscellaneous 15%
/ / Refunded Bonds 43%
/ / Special Tax 15%

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/health care
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
PENNSYLVANIA SO IT IS LESS DIVERSIFIED THAN A NATIONAL FUND
AND IS SUBJECT TO RISKS PARTICULAR TO PENNSYLVANIA WHICH
ARE BRIEFLY DESCRIBED UNDER STATE CONCENTRATION RISKS LATER
IN THIS PROSPECTUS.

12
<PAGE>

DEFINING YOUR INCOME

WHAT YOU MAY EXPECT (Payable on the 25th day of
the month to holders of record on the 10th day
of the month):
Regular Monthly Income per unit $ 4.35
Annual Income per unit: $ 52.31
These figures are estimates determined on the evaluation
day; actual payments may vary.

Maximum Exchange Fee 1.90%

ESTIMATED ANNUAL FUND OPERATING EXPENSES

AMOUNT
PER UNIT
-----------
$ 0.75
Trustee's Fee
$ 0.47
Portfolio Supervision,
Bookkeeping and
Administrative Fees
(including updating
expenses)
$ 0.35
Evaluator's Fee
$ 0.20
Organization Costs
$ 0.07
Other Operating Expenses
-----------
$ 1.84
TOTAL

The Sponsors historically paid organization costs and
updating expenses.
7. HOW HAVE SIMILAR FUNDS PERFORMED IN THE PAST?
In the following chart we show past performance of prior
Pennsylvania Portfolios, which had investment objectives,
strategies and types of bonds substantially similar to
this Fund. These prior Series differed in that they
charged a higher sales fee. These prior Pennsylvania
Series were offered between May 19, 1988 and September 13,
1996 and were outstanding on December 31, 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 12/31/98.

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

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

High 4.04% 4.94% 7.10% 7.05% 6.12% 7.70%
Average 2.50 4.21 6.98 5.59 5.23 7.58
Low 0.37 3.54 6.85 2.04 4.44 7.44

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

Average
Sales fee 3.07% 5.07% 5.82%

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

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

13
<PAGE>

9. HOW DO I BUY UNITS?
The minimum investment is one unit.
You can buy units from any of the Sponsors and other
broker-dealers. The Sponsors are listed later in this
prospectus. Some banks may offer units for sale through
special arrangements with the Sponsors, although certain
legal restrictions may apply.
UNIT PRICE PER UNIT $1,145.22
(as of November 30, 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, less any remaining deferred
sales fee. You will not pay any other fee when you sell
your units.
11. HOW ARE DISTRIBUTIONS MADE AND TAXED?
The Fund pays income monthly.
In the opinion of bond counsel when each bond was issued,
interest on the bonds in this Fund is generally 100% exempt
from regular federal income tax. Your income may also be
exempt from some Pennsylvania state and local personal
income taxes if you live in Pennsylvania.
You will also receive principal payments if bonds are sold
or called or mature, when the cash available is more than
$5.00 per unit. You will be subject to tax on any gain
realized by the Fund on the disposition of bonds.
12. WHAT OTHER SERVICES ARE AVAILABLE?
REINVESTMENT
You will receive your income in cash unless you choose to
compound your income by reinvesting at no sales fee in the
Municipal Fund Investment Accumulation Program, Inc. This
program is an open-end mutual fund with a comparable
investment objective, but the bonds will generally not be
insured. Income from this program will generally be subject
to state and local income taxes. For more complete
information about the program, including charges and fees,
ask the Trustee for the program's prospectus. Read it
carefully before you invest. The Trustee must receive your
written election to reinvest at least 10 days before the
record day of an income payment.
EXCHANGE PRIVILEGES
You may exchange units of this Fund for units of certain
other Defined Asset Funds. You may also exchange into this
Fund from certain other funds. We charge a reduced sales
fee on exchanges.

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

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

COMBINED
EFFECTIVE
TAXABLE INCOME 1999* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 4% 4.5% 5% 5.5% 6% 6.5% 7% 7.5% 8%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

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

EFFECTIVE
TAXABLE INCOME 1999* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

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

COMBINED
EFFECTIVE
TAXABLE INCOME 1999* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 4% 4.5% 5% 5.5% 6% 6.5% 7% 7.5% 8%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

$ 0- 43,060 23.59 5.24 5.89 6.54 7.20 7.85 8.51 9.16 9.82 10.47
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-25,750- 23.63 5.24 5.89 6.55 7.20 7.86 8.51 9.17 9.82 10.48
$ 25,751- 62,450 $ 43,051-104,050 35.35 6.19 6.96 7.73 8.51 9.28 10.05 10.83 11.60 12.37
$ 62,451-130,250 $104,051-158,550 38.04 6.46 7.26 8.07 8.88 9.68 10.49 11.30 12.11 12.91
$130,251-283,150 $158,551-283,150 42.53 6.96 7.83 8.70 9.57 10.44 11.31 12.18 13.05 13.92
OVER $283,151 OVER $283,151 45.77 7.38 8.30 9.22 10.14 11.06 11.98 12.91 13.83 14.75
</TABLE>

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

COMBINED
EFFECTIVE
TAXABLE INCOME 1999* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 4% 4.5% 5% 5.5% 6% 6.5% 7% 8%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

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

COMBINED
EFFECTIVE
TAXABLE INCOME 1999* TAX RATE TAX-FREE YIELD OF
SINGLE RETURN JOINT RETURN % 3% 3.5% 4% 4.5% 5% 5.5% 6% 6.5% 7%
IS EQUIVALENT TO A TAXABLE YIELD OF

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

To compare the yield of a taxable security with the yield of a tax-free
security, find your taxable income and read across. The table incorporates 1999
federal and applicable State (and City) income tax rates and assumes that all
income would otherwise be taxed at the investor's highest tax rate. Yield
figures are for example only.

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

15
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:
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.

16
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

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

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

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

An issuer might call its bonds in extraordinary cases, including if:
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 each Portfolio's concentration in hospital
and health care 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

17
<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 California Portfolio's concentration in
special tax bonds. Special tax bonds are payable from and secured by the
revenues a municipality derives from a particular tax; for example, a tax on
hotel rentals, on the purchase of food and beverages, car rentals, or liquor
consumption. These bonds are not secured by general tax revenues. Payment on
these bonds may be adversely affected by:
o a reduction in revenues resulting from a decline in the local economy or
population; or
o a decline in the consumption, use or cost of the goods and services that
are subject to taxation.

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

Here is what you should know about the Florida and New York Portfolios'
concentrations in municipal electric utility revenue bonds. Municipal utility
bonds include gas and electric and water and sewer revenue bonds. The payment of
interest and principal of these bonds depends on the rates the utilities may
charge, the demand for their services and the cost of operating their business
which includes the expense of complying with environmental and other energy and
licensing laws and regulations. The operating results of utilities are
particularly influenced by:
o increases in operating and construction costs;
o the costs and availability of fuel;
o unpredicability of future usage requirements; and
o for electric utilities, the risks associated with the nuclear industry.

There has been an increase in competition in the electric utility industry. The
effect of this competition has been to induce municipal utilities to keep their
rates as low as possible. Municipal electric utilities may, therefore, be unable
to increase rates to recover their investment in generating plant.

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

STATE CONCENTRATION RISK

CALIFORNIA RISKS

Generally

From the late 1980s through the early 1990s, an economic recession eroded
California's revenue base. At the same time rapid

18
<PAGE>
population growth caused State expenditures to exceed budget appropriations.

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

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

State Government

The 1997-98 Budget Act allocated a State budget of approximately $66.9 Billion
and contains no tax increases or reductions. Despite this somewhat improved
state, California's budget is still subject to certain unforeseeable events. For
example:

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

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

o California's general obligation bonds are currently rated A1 by Moody's and
A+ by Standard & Poor's.

Other Risks

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

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

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

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

FLORIDA RISKS

Generally

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

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

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

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

State and Local Government

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

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

19
<PAGE>
NEW YORK RISKS

Generally

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

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.

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.

PENNSYLVANIA RISKS

Generally

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

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

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

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

State and Local Governments

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

20
<PAGE>
cash assistance programs) have lead to increased spending.

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

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

o In 1991, the Commonwealth created the Pennsylvania Inter-Governmental
Cooperation Authority ('PICA') which it authorized to issue debt to cover
Philadelphia's budget shortfalls, eliminate the City's projected deficits
and fund its capital spending. PICA issued approximately $1.76 billion of
Special Revenue Bonds on Philadelphia's behalf. Its power to issue bonds on
Philadelphia's behalf expired at the end of 1996; as of June 30, 1997,
approximately $1.1 billion in PICA Special Revenue Bonds were outstanding.

o Pennsylvania's general obligation bonds are currently rated A1 by Moody's
and AA-by Standard & Poor's. Philadelphia's general obligation bonds are
rated Baa by Moody's and BBB by Standard & Poor's. There can be no
assurance that these ratings will not be lowered.

BOND QUALITY RISK

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

INSURANCE RELATED RISK

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

LITIGATION AND LEGISLATION RISKS

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

Future tax legislation could affect the value of the portfolio by:
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.

21
<PAGE>
If you sell your units before the final deferred sales fee installment, the
amount of any remaining installments will be deducted from your proceeds.

SPONSORS' SECONDARY MARKET

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

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

SELLING UNITS TO THE TRUSTEE

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

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

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

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

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

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

22
<PAGE>
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
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:

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

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

Any quarterly deferred sales fees you owe are paid with interest and principal
from certain bonds. If these amounts are not enough, the rest will be paid out
of distributitons to you from the Fund's Capital and Income Accounts.

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

24
<PAGE>
with the consent of investors holding 51% of the units or if total assets of the
Fund have fallen below 40% of the face amount of bonds deposited. We will decide
whether to terminate the Fund early based on the same factors used in deciding
whether or not to offer units in the secondary market.

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

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

CERTIFICATES

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

TRUST INDENTURE

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

The Sponsors and the Trustee may amend the Indenture without your consent:
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

25
<PAGE>
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 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

26
<PAGE>
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.

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. The Year 2000 Problem may adversely affect the issuers of the securities
contained in the Portfolio, but we cannot predict whether any impact will be
material to the Portfolio as a whole.

TAXES

The following summary describes some of the important income tax consequences of
holding units. It assumes that you are not a dealer, financial institution,
insurance company or other investor with special circumstances. 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.

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

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

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 be long-term if you are considered to have held
your investment on each bond for more than one year and short-term if you held
it for one year or less. If you are an individual and sell your units after
holding them for more than one year, you may be entitled to a 20% maximum
federal tax rate on any resulting gains. Consult your tax adviser in this
regard. Because the deductibility of capital losses is subject to limitations,
you may not be able to deduct all of your capital losses.

YOUR BASIS IN THE BONDS

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

EXPENSES

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

STATE AND LOCAL TAXES

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

CALIFORNIA TAXES

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

Under the income tax laws of the State of California, the Trust will not be
taxed as a corporation and you will be considered to own

28
<PAGE>
directly your share of each bond of the Trust. If you are a California taxpayer,
your share of the income from the bonds of the Trust will not be tax-exempt in
California except for California personal income tax purposes and only to the
extent that the income is earned on bonds that are exempt for such purposes. If
you are a California taxpayer and all or part of your share of a bond is
disposed of (for example, when a bond is sold, exchanged or redeemed at maturity
or you sell or exchange your units), you will recognize gain or loss for
California tax purposes. Depending on where you live, your income from the Trust
may be subject to state and local taxation. You should consult your tax advisor
in this regard.

FLORIDA TAXES

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

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

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

PENNSYLVANIA TAXES

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

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

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.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED, FLORIDA,
NEW YORK INSURED AND PENNSYLVANIA INSURED TRUSTS),
DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders
of Municipal Investment Trust Fund,
Multistate Series - 301 (California Insured, Florida,
New York Insured and Pennsylvania Insured Trusts):

We have audited the accompanying statements of condition of
Municipal Investment Trust Fund, Multistate Series - 301
(California Insured, Florida, New York Insured and
Pennsylvania Insured Trusts), including the portfolios, as
of November 30, 1998 and the related statements of
operations and of changes in their net assets for the year
ended November 30, 1998 and the period December 7, 1996 to
November 30, 1997. These financial statements are the
responsibility of the Trustee. Our responsibility is to
express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. Securities owned at November
30, 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 - 301 (California Insured, Florida,
New York Insured and Pennsylvania Insured Trusts), at
November 30, 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.
February 4, 1999

D - 1.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of November 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 5,392,655 )(Note 1)......... $ 5,750,344
Securities called for redemption -
at value (cost $ 87,338 )(Note 6)............ 85,000
Accrued interest ............................... 91,642
Accrued interest on Segregated Bonds (Note 5) .. 4,031
Cash - income .................................. 119
Cash - income on Segregated Bonds .............. 4,718
Cash - principal ............................... 50,171
Deferred organization costs (Note 6) ........... 3,659
-----------
Total trust property ......................... 5,989,684

LESS LIABILITIES:
Income advance from Trustee..................... $ 72,574
Deferred sales charge (Note 5) ................. 70,692
Accrued Sponsors' fees ......................... 2,522
Other liabilities (Note 6) ..................... 3,659 149,447
----------- -----------

NET ASSETS, REPRESENTED BY:
5,537 units of fractional undivided
interest outstanding (Note 3)................ 5,823,572

Undistributed net investment income ............ 16,665 $ 5,840,237
----------- ===========

UNIT VALUE ($ 5,840,237 / 5,537 units )........... $ 1,054.77
===========

</TABLE>

See Notes to Financial Statements.

D - 2.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 312,626 $ 319,648
Accrued interest on Segregated
Bonds (Note 5) ....................... 8,062 11,737
Trustee's fees and expenses ............ (8,302) (9,648)
Sponsors' fees ......................... (2,756) (2,756)
------------------------------
Net investment income .................. 309,630 318,981
------------------------------

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Realized gain on
securities sold or redeemed .......... 23,716
Unrealized appreciation
of investments ....................... 224,846 130,505
------------------------------
Net realized and unrealized
gain on investments ................. 248,562 130,505
------------------------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 558,192 $ 449,486
==============================

</TABLE>

See Notes to Financial Statements.

D - 3.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
OPERATIONS:
Net investment income .................. $ 309,630 $ 318,981
Realized gain on
securities sold or redeemed .......... 23,716
Unrealized appreciation
of investments ....................... 224,846 130,505
------------------------------
Net increase in net assets
resulting from operations ............ 558,192 449,486
------------------------------
INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (301,541) (288,933)
------------------------------

SHARE TRANSACTIONS:
Deferred sales charge (Note 5):
Income ............................... (11,050) (11,737)
Principal ............................ (87,995) (79,313)

Redemption amounts:
Income ............................... (1,673)
Principal ............................ (547,041)
------------------------------
Net share transactions ................. (647,759) (91,050)
------------------------------

NET INCREASE (DECREASE) IN NET ASSETS .... (391,108) 69,503

NET ASSETS AT BEGINNING OF PERIOD ........ 6,231,345 6,161,842
------------------------------
NET ASSETS AT END OF PERIOD .............. $ 5,840,237 $ 6,231,345
==============================
PER UNIT:
Income distributions during
period ............................... $ 51.40 $ 47.60
==============================
Net asset value at end of
period ............................... $ 1,054.77 $ 1,026.58
==============================
TRUST UNITS:
Redeemed during period ................. 533
Outstanding at end of period ........... 5,537 6,070
==============================

</TABLE>

See Notes to Financial Statements.

D - 4.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA 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 December 7, 1996 was based upon
offering side evaluations at December 5, 1996, the day prior to
the Date of Deposit. Cost of securities at December 7, 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.

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 5,537 units at Date of Deposit ..................... $ 5,620,777
Transfer to capital of interest on Segregated Bonds (Note 5) 19,799
Redemptions of units - net cost of 533 units redeemed
less redemption amounts (principal)....................... (5,976)
Deferred sales charge (Note 5) ............................. (190,095)
Realized gain on securities sold or redeemed ............... 23,716
Net unrealized appreciation of investments ................. 355,351
-----------

Net capital applicable to Holders .......................... $ 5,823,572
===========

</TABLE>

4. INCOME TAXES

As of November 30, 1998, net unrealized appreciation of
investments (including securities called for redemption), based
on cost for Federal income tax purposes, aggregated $355,351, of
which $357,689 related to appreciated securities and $2,338
related to depreciated securities. The cost of investment
securities for Federal income tax purposes was $5,479,993 at
November 30, 1998.

D - 5.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$90,000 face amount of San Francisco State Bldg. Auth., CA, Lease
Rev. Bonds, Ser. 1996 A, have been segregated to fund the
deferred sales charges. The sales charges are being paid for with
the interest received and by periodic sales or maturity of these
bonds. A deferred sales charge of $3.75 per Unit is charged on a
quarterly basis, and paid to the Sponsors periodically by the
Trustee on behalf of the Holders, up to an aggregate of $45.00
per Unit over the first three years of the life of the Fund.
Should a Holder redeem Units prior to the third anniversary of
the Fund, the remaining balance of the deferred sales charge will
be charged.

6. DEFERRED ORGANIZATION COSTS

Deferred organization costs are being amortized over five years.
Included in "Other liabilities" is $3,659 payable to the Trustee
for reimbursement of costs related to the organization of the
Trust.

D - 6.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of November 30, 1998

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 California Hlth. Fac. Fin. Auth., Ins. AAA $ 935,000 5.000 % 2021 07/01/04 $ 866,436 $ 933,700
Hlth. Fac. Rfdg. Rev. Bonds (Catholic @ 102.000
Hlth. CareWest), Ser. 1994 B (AMBAC
Ins.)

2 Department of Wtr. & Pwr. of the City AAA 900,000 5.400 2031 11/15/03 862,929 927,315
of Los Angeles, CA, Elec. Plant Rfdg. @ 102.000
Rev. Bonds, Second Issue of 1993 (AMBAC
Ins.)

3 Los Angeles Cnty., CA, Metro. Trans. AAA 900,000 5.000 2021 07/01/03 839,709 900,324
Auth., Proposition A, Sales Tax Rev. @ 100.000
Rfdg. Bonds, Ser. 1993 A (Financial
Guaranty Ins.)

4 County of Madera, CA, Certs. of Part. AAA 795,000 5.750 2028 03/15/05 802,290 856,430
(Valley Children's Hosp., Proj.), Ser. @ 102.000
1995 (MBIA Ins.)

5 City of Burbank, CA, Wastewater AAA 355,000 5.500 2025 06/01/05 352,468 373,701
Treatment Rev. Bonds, Ser. 1995 A @ 102.000
(Financial Guaranty Ins.)

6 Rancho Cucamonga, CA, Rancho Redev. AAA 880,000 5.500 2023 03/01/04 873,823 920,260
Proj., 1994 Tax Alloc. Rfdg. Bonds @ 102.000
(MBIA Ins.)

7 The Cmnty. Redev. Agy. of The City of AAA 705,000 5.600 2028 12/01/03 705,000 747,667
Los Angeles, CA, Bunker Hill Proj., Tax @ 102.000
Alloc. Rfdg. Bonds, Ser. H (FSA Ins.)

8 San Francisco State Bldg. Auth., CA, AAA 90,000 4.000 1999 None 90,000 90,947
Lease Rev. Bonds (State of California
San Francisco Civic Ctr. Complex), Ser.
1996 A (AMBAC Ins.) (7)

----------- --------- ---------
TOTAL $ 5,560,000 $ 5,392,655 $ 5,750,344
=========== ========= =========

See Notes to Portfolios on Page D - 26.

</TABLE>

D - 7.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (FLORIDA TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of November 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 2,526,979 )(Note 1)......... $ 2,704,725
Securities called for redemption
at value (cost $60,000) (Note 5) ............. 60,000
Accrued interest ............................... 26,584
Accrued interest on Segregated Bonds (Note 5) .. 1,845
Cash - income .................................. 7,053
Cash - income on Segregated Bonds .............. 3,315
Cash - principal ............................... 27,020
Deferred organization costs (Note 6) ........... 2,433
-----------
Total trust property ......................... 2,832,975

LESS LIABILITIES:
Income advance from Trustee..................... $ 24,254
Deferred sales charge (Note 5) ................. 60,407
Principal payments payable (Segregated Bonds) .. 3,044
Accrued Sponsors' fees ......................... 1,589
Other liabilities (Note 6) ..................... 2,433 91,727
----------- -----------

NET ASSETS, REPRESENTED BY:
2,616 units of fractional undivided
interest outstanding (Note 3)................ 2,733,454

Undistributed net investment income ............ 7,794 $ 2,741,248
----------- ===========

UNIT VALUE ($ 2,741,248 / 2,616 units )........... $ 1,047.88
===========

</TABLE>

See Notes to Financial Statements.

D - 8.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (FLORIDA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 173,864 $ 212,673
Interest income on Segregated
Bonds (Note 5) ....................... 5,160 6,837
Trustee's fees and expenses ............ (5,941) (6,898)
Sponsors' fees ......................... (1,744) (1,835)
------------------------------
Net investment income .................. 171,339 210,777
------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized gain (loss) on
securities sold or redeemed .......... 50,669 (52)
Unrealized appreciation
of investments ....................... 63,489 114,257
------------------------------
Net realized and unrealized
gain on investments ................. 114,158 114,205
------------------------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 285,497 $ 324,982
==============================

</TABLE>

See Notes to Financial Statements.

D - 9.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (FLORIDA TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
OPERATIONS:
Net investment income .................. $ 171,339 $ 210,777
Realized gain (loss) on
securities sold or redeemed .......... 50,669 (52)
Unrealized appreciation
of investments ....................... 63,489 114,257
------------------------------
Net increase in net assets
resulting from operations ............ 285,497 324,982
------------------------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (167,408) (192,000)
------------------------------

SHARE TRANSACTIONS:
Deferred sales charge (Note 5):
Income ............................... (6,837) (6,837)
Principal ............................ (72,483) (56,268)

Redemption amounts:
Income ............................... (2,833) (84)
Principal ............................ (1,363,864) (84,043)
------------------------------
Net share transactions ................. (1,446,017) (147,232)
------------------------------

NET DECREASE IN NET ASSETS ............... (1,327,928) (14,250)

NET ASSETS AT BEGINNING OF PERIOD ........ 4,069,176 4,083,426
------------------------------
NET ASSETS AT END OF PERIOD .............. $ 2,741,248 $ 4,069,176
==============================
PER UNIT:
Income distributions during
period ............................... $ 50.81 $ 47.65
==============================
Net asset value at end of
period ............................... $ 1,047.88 $ 1,029.65
==============================
TRUST UNITS:
Redeemed during period ................. 1,336 85
Outstanding at end of period ........... 2,616 3,952
==============================

</TABLE>

See Notes to Financial Statements.

D - 10.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (FLORIDA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

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

Cost of 2,616 units at Date of Deposit ..................... $ 2,646,084
Transfer to capital of interest on Segregated Bonds (Note 5) 11,997
Redemptions of units - net cost of 1,421 units redeemed
less redemption amounts (principal)....................... (10,565)
Deferred sales charge (Note 5) ............................. (142,425)
Realized gain on securities sold or redeemed ............... 50,617
Net unrealized appreciation of investments.................. 177,746
-----------

Net capital applicable to Holders .......................... $ 2,733,454
===========

</TABLE>

4. INCOME TAXES

As of November 30, 1998, net unrealized appreciation of
investments, based on cost for Federal income tax purposes,
aggregated $177,746, of which $291 related to depreciated
securities and $178,037 related to appreciated securities. The
cost of investment securities for Federal income tax purposes was
$2,586,979 at November 30, 1998.

D - 11.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (FLORIDA TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$60,000 face amount of The City of Homestead, FL, Spec. Ins.
Assessment Rev. Bonds, Ser. 1993, have been segregated to fund
the deferred sales charges. The sales charges are being paid for
with the interest received and by periodic sales or maturity of
these bonds. A deferred sales charge of $3.75 per Unit is charged
on a quarterly basis, and paid to the Sponsors periodically by
the Trustee on behalf of the Holders, up to an aggregate of
$45.00 per Unit over the first three years of the life of the
Fund. Should a Holder redeem Units prior to the third anniversary
of the Fund, the remaining balance of the deferred sales charge
will be charged.

6. DEFERRED ORGANIZATION COSTS

Deferred organization costs are being amortized over five years.
Included in "Other liabilities" is $2,433 payable to the Trustee
for reimbursement of costs related to the organization of the
Trust.

D - 12.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (FLORIDA TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of November 30, 1998

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 Florida Mun. Pwr. Agency, AAA $ 610,000 5.100 % 2025 10/01/03 $ 570,698 $ 611,000
All-Requirements Pwr. Supply Proj. Rev. @ 101.000
Bonds, Ser. 1993 (AMBAC Ins.) (5)

2 The School Board of Brevard Cnty., FL, AAA 335,000 5.500 2021 07/01/06 332,752 353,097
Ser. 1996 B (AMBAC Ins. ) (5) @ 102.000

3 Broward Cnty., FL, Professional Sports AAA 90,000 5.625 2028 09/01/06 90,171 95,579
Fac. Tax and Rev. Bonds (Broward Cnty. @ 101.000
Civic Arena Proj.), Ser. 1996 A (MBIA
Ins.) (5)

4 Dade Cnty., FL, Spec. Oblig. and Rfdg. AAA 435,000 5.000 2035 10/01/06 397,003 434,243
Bonds, Ser. 1996 B (AMBAC Ins.) (5) @ 102.000

5 City of Homestead, FL, Spec. Ins. AAA 60,000 4.900 2000 None 61,438 61,147
Assessment Rev. Bonds (Hurricane Andrew
Covered Claims Asst. Prog.), Ser. 1993
(MBIA Ins.) (5) (7)

6 City of Leesburg, FL, Hosp. Rev. Rfdg. A- 215,000 5.700 2018 07/01/03 213,669 225,559
Bonds (Leesburg Regl. Med. Ctr. Proj.), @ 102.000
Ser. 1993 B

7 Orlando Util. Comm., FL, Wtr. and Elec. AA- 240,000 5.250 2023 10/01/03 229,994 243,595
Sub. Rev. Bonds, Ser. 193 B @ 101.000

8 Palm Beach Cnty., FL, Hlth. Fac. Auth. A- 650,000 5.625 2020 11/15/06 631,254 680,505
Retirement Cmnty. Rev. Bonds (Adult @ 102.000
Cmnty. Total Svcs., Inc. Oblig. Grp.),
Ser. 1996

----------- --------- ---------
TOTAL $ 2,635,000 $ 2,526,979 $ 2,704,725
=========== ========= =========

See Notes to Portfolios on Page D - 26.

</TABLE>

D - 13.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (NEW YORK INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of November 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 4,969,149 )(Note 1)......... $ 5,280,485
Accrued interest ............................... 72,715
Accrued interest on Segregated Bonds (Note 5) .. 2,054
Cash - income on Segregated Bonds .............. 7,610
Cash - principal ............................... 46,095
Deferred organization costs (Note 6)............ 3,041
-----------
Total trust property ......................... 5,412,000

LESS LIABILITIES:
Income advance from Trustee..................... $ 55,393
Deferred sales charge (Note 5) ................. 74,726
Principal payments payable (Segregated Bonds) .. 1,309
Accrued Sponsors' fees ......................... 2,134
Other liabilities (Note 6) ..................... 3,041 136,603
----------- -----------

NET ASSETS, REPRESENTED BY:
5,021 units of fractional undivided
interest outstanding (Note 3)................ 5,260,209

Undistributed net investment income ............ 15,188 $ 5,275,397
----------- ===========

UNIT VALUE ($ 5,275,397 / 5,021 units )........... $ 1,050.67
===========

</TABLE>

See Notes to Financial Statements.

D - 14.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (NEW YORK INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 269,096 $ 265,462
Interest income on Segregated
Bonds (Note 5) ....................... 6,658 8,681
Trustee's fees and expenses ............ (7,466) (7,764)
Sponsors' fees ......................... (2,328) (2,280)
------------------------------
Net investment income .................. 265,960 264,099
------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Realized loss on
securities sold or redeemed .......... (131)
Unrealized appreciation
of investments ....................... 181,603 129,733
------------------------------
Net realized and unrealized
gain on investments ................. 181,472 129,733
------------------------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 447,432 $ 393,832
==============================

</TABLE>

See Notes to Financial Statements.

D - 15.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (NEW YORK INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
OPERATIONS:
Net investment income .................. $ 265,960 $ 264,099
Realized loss on
securities sold or redeemed .......... (131)
Unrealized appreciation
of investments ....................... 181,603 129,733
------------------------------
Net increase in net assets
resulting from operations ............ 447,432 393,832
------------------------------
INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (259,241) (240,192)
------------------------------

SHARE TRANSACTIONS:
Deferred sales charge (Note 5):
Income ............................... (5,675) (8,681)
Principal ............................ (70,360) (66,994)

Redemption amounts:
Income ............................... (99)
Principal ............................ (24,282)
------------------------------
Net share transactions ................. (100,416) (75,675)
------------------------------

NET INCREASE IN NET ASSETS ............... 87,775 77,965

NET ASSETS AT BEGINNING OF PERIOD ........ 5,187,622 5,109,657
------------------------------
NET ASSETS AT END OF PERIOD .............. $ 5,275,397 $ 5,187,622
==============================
PER UNIT:
Income distributions during
period ............................... $ 51.57 $ 47.61
==============================
Net asset value at end of
period ............................... $ 1,050.67 $ 1,028.27
==============================
TRUST UNITS:
Redeemed during period ................. 24
Outstanding at end of period ........... 5,021 5,045
==============================

</TABLE>

See Notes to Financial Statements.

D - 16.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (NEW YORK INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

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

Cost of 5,021 units at Date of Deposit ..................... $ 5,085,349
Transfer to capital of interest on Segregated Bonds (Note 5) 15,339
Redemptions of units - net cost of 24 units redeemed
less redemption amounts (principal)....................... 26
Deferred sales charge (Note 5) ............................. (151,710)
Realized loss on securities sold or redeemed ............... (131)
Net unrealized appreciation of investments.................. 311,336
-----------

Net capital applicable to Holders .......................... $ 5,260,209
===========

</TABLE>

4. INCOME TAXES

As of November 30, 1998, net unrealized appreciation of
investments, based on cost for Federal income tax purposes,
aggregated $311,336, of which $425 related to depreciated
securities and $311,761 related to appreciated securities. The
cost of investment securities for Federal income tax purposes was
$4,969,149 at November 30, 1998.

D - 17.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (NEW YORK INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$145,000 face amount of the Cnty. of Monroe, NY, G.O. Wtr. Imp.
Rfdg. Bonds, Ser. 1996 C, have been segregated to fund the
deferred sales charges. The sales charges are being paid for with
the interest received and by periodic sales or maturity of these
bonds. A deferred sales charge of $3.75 per Unit is charged on a
quarterly basis, and paid to the Sponsors periodically by the
Trustee on behalf of the Holders, up to an aggregate of $45.00
per Unit over the first three years of the life of the Fund.
Should a Holder redeem Units prior to the third anniversary of
the Fund, the remaining balance of the deferred sales charge will
be charged.

6. DEFERRED ORGANIZATION COSTS

Deferred organization costs are being amortized over five years.
Included in "Other liabilities" is $3,041 payable to the Trustee
for reimbursement of costs related to the organization of the
Trust.

D - 18.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (NEW YORK INSURED TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of November 30, 1998

<S> <C> <C> <C> <C> <C> <C> <C>
1 New York State Energy Research and Dev. AAA $ 500,000 5.250 % 2020 10/01/03 $ 477,150 $ 507,995
Auth., Facs. Rfdg. Rev. Bonds (Consol. @ 102.000
Edison Co. of New York, Inc. Proj.),
Ser. 1993 B (AMBAC Ins.)

2 New York State Med. Care Facs. Fin. AAA 100,000 5.250 2023 08/15/03 95,172 101,573
Agy., Mental Hlth. Svcs. Facs. Imp. @ 102.000
Rev. Bonds, Ser, 1993 D (FSA Ins.)

3 New York State Med. Care Facs. Fin. AAA 700,000 5.250 2023 02/15/04 661,577 707,476
Agy., Mental Hlth. Svcs. Facs. Imp. @ 102.000
Rev. Bonds, Ser.1994 A (Connie Lee
Ins.)

4 New York State UDC, Corr. Cap. Fac. AAA 600,000 5.500 2025 01/01/05 595,728 629,898
Rev. Bonds, Ser. 5 (MBIA Ins.) @ 102.000

5 County of Monroe, NY, G.O. Bonds, Wtr. AAA 70,000 4.250 1999 None 70,571 70,146
Imp. Rfdg. Bonds, Ser. 1996 C (FSA
Ins.) (7) 75,000 4.250 2000 None 75,547 75,776

6 Water Auth. of Western Nassau Cnty., AAA 475,000 5.650 2026 05/01/06 475,000 506,773
NY, Wtr. Sys. Rev. Bonds, Ser. 1996 @ 102.000
(AMBAC Ins.)

7 Battery Park City Auth., NY, Jr. Rev. AAA 500,000 5.500 2029 11/01/06 492,490 528,560
Bonds, Ser. 1996 A (AMBAC Ins.) @ 102.000

8 New York City Hlth. and Hosp. Corp., AAA 600,000 5.750 2022 02/15/03 601,884 633,204
NY, Hlth. Sys. Bonds, 1993 Ser. A @ 102.000
(AMBAC Ins.)

9 New York City Mun. Wtr. Fin. Auth., NY, AAA 700,000 5.375 2019 06/15/04 679,958 716,828
Wtr. & Swr. Sys. Rev. Bonds, Fixed Rate @ 101.000
Fiscal 1994 Ser. B (AMBAC Ins.)

10 Upper Mohawk Valley Regl. Wtr. Fin. AAA 800,000 5.125 2026 10/01/07 744,072 802,256
Auth., Wtr. Sys. Rev. Bonds (Oneida and @ 101.000
Herkimer Cntys., NY), Ser. 1996 A (FSA
Ins.)
----------- --------- ---------
TOTAL $ 5,120,000 $ 4,969,149 $ 5,280,485
=========== ========= =========

See Notes to Portfolios on Page D - 26.

</TABLE>

D - 19.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (PENNSYLVANIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
As of November 30, 1998

<TABLE>
<S> <C> <C>
TRUST PROPERTY:
Investment in marketable securities -
at value (cost $ 3,898,939 )(Note 1)......... $ 4,199,239
Accrued interest ............................... 74,912
Accrued interest on Segregated Bonds (Note 5) .. 2,213
Cash - income on Segregated Bonds .............. 5,220
Cash - principal ............................... 36,533
Deferred organization costs (Note 6) ........... 2,433
-----------
Total trust property ......................... 4,320,550

LESS LIABILITIES:
Income advance from Trustee..................... $ 61,209
Redemptions payable ............................ 199,122
Deferred sales charge (Note 5) ................. 52,151
Accrued Sponsors' fees ......................... 1,684
Other liabilities (Note 6) ..................... 2,433 316,599
----------- -----------

NET ASSETS, REPRESENTED BY:
3,721 units of fractional undivided
interest outstanding (Note 3)................ 3,992,586

Undistributed net investment income ............ 11,365 $ 4,003,951
----------- ===========

UNIT VALUE ($ 4,003,951 / 3,721 units )........... $ 1,076.04
===========

</TABLE>

See Notes to Financial Statements.

D - 20.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (PENNSYLVANIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
INVESTMENT INCOME:
Interest income ........................ $ 214,794 $ 215,753
Interest income on Segregated
Bonds (Note 5) ....................... 5,500 7,487
Trustee's fees and expenses ............ (6,368) (7,158)
Sponsors' fees ......................... (1,839) (1,835)
------------------------------
Net investment income .................. 212,087 214,247
------------------------------

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
Realized gain on
securities sold or redeemed .......... 8,046
Unrealized appreciation
of investments ....................... 210,033 90,267
------------------------------
Net realized and unrealized
gain on investments ................. 218,079 90,267
------------------------------

NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .............. $ 430,166 $ 304,514
==============================

</TABLE>

See Notes to Financial Statements.

D - 21.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (PENNSYLVANIA INSURED TRUST),
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
December 7,
Year Ended 1996 to
November 30, November 30,
1998 1997
---- ----

<S> <C> <C>
OPERATIONS:
Net investment income .................. $ 212,087 $ 214,247
Realized gain on
securities sold or redeemed .......... 8,046
Unrealized appreciation
of investments ....................... 210,033 90,267
------------------------------
Net increase in net assets
resulting from operations ............ 430,166 304,514
------------------------------

INCOME DISTRIBUTIONS TO
HOLDERS (Note 2)....................... (206,560) (194,462)
------------------------------

SHARE TRANSACTIONS:
Deferred sales charge (Note 5):
Income ............................... (5,555) (7,487)
Principal ............................ (59,740) (53,068)

Redemption amounts:
Income ............................... (960)
Principal ............................ (331,137)
------------------------------
Net share transactions ................. (397,392) (60,555)
------------------------------

NET INCREASE (DECREASE) IN NET ASSETS .... (173,786) 49,497

NET ASSETS AT BEGINNING OF PERIOD ........ 4,177,737 4,128,240
------------------------------
NET ASSETS AT END OF PERIOD .............. $ 4,003,951 $ 4,177,737
==============================
PER UNIT:
Income distributions during
period ............................... $ 52.15 $ 48.17
==============================
Net asset value at end of
period ............................... $ 1,076.04 $ 1,034.86
==============================
TRUST UNITS:
Redeemed during period ................. 316
Outstanding at end of period ........... 3,721 4,037
==============================

</TABLE>

See Notes to Financial Statements.

D - 22.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (PENNSYLVANIA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

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

2. DISTRIBUTIONS

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

Cost of 3,721 units at Date of Deposit ..................... $ 3,805,098
Transfer to capital of interest on Segregated Bonds (Note 5) 12,987
Redemptions of units - net cost of 316 units redeemed
less redemption amounts (principal)....................... (7,995)
Deferred sales charge (Note 5) ............................. (125,850)
Realized gain on securities sold or redeemed ............... 8,046
Net unrealized appreciation of investments.................. 300,300
-----------

Net capital applicable to Holders .......................... $ 3,992,586
===========

</TABLE>

4. INCOME TAXES

As of November 30, 1998, net unrealized appreciation of
investments, based on cost for Federal income tax purposes,
aggregated $300,300, of which $349 related to depreciated
securities and $300,649 related to appreciated securities. The
cost of investment securities for Federal income tax purposes was
$3,898,939 at November 30, 1998.

D - 23.

<PAGE>
MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (PENNSYLVANIA INSURED TRUST),
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

5. DEFERRED SALES CHARGE

$120,000 face amount of Scranton-Lackawanna Hlth. and Welfare
Auth., PA, Hosp. Fac. Rev. and Rev. Rfdg. Bonds, Ser. 1996 B,
have been segregated to fund the deferred sales charges. The
sales charges are being paid for with the interest received and
by periodic sales or maturity of these bonds. A deferred sales
charge of $3.75 per Unit is charged on a quarterly basis, and
paid to the Sponsors periodically by the Trustee on behalf of the
Holders, up to an aggregate of $45.00 per Unit over the first
three years of the life of the Fund. Should a Holder redeem Units
prior to the third anniversary of the Fund, the remaining balance
of the deferred sales charge will be charged.

6. DEFERRED ORGANIZATION COSTS

Deferred organization costs are being amortized over five years.
Included in "Other liabilities" is $2,433 payable to the Trustee
for reimbursement of costs related to the organization of the
Trust.

D - 24.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (PENNSYLVANIA INSURED TRUST),
DEFINED ASSET FUNDS

PORTFOLIO
As of November 30, 1998

<S> <C> <C> <C> <C> <C> <C> <C>
1 Scranton-Lackawanna Hlth. and Welfare AAA $ 60,000 4.350 % 1999 None $ 60,412 $ 60,063
Auth., PA, Hospital Fac. Rev. and Rev.
Rfdg. Bonds (Mercy Hlth. Sys.), Ser. 60,000 4.500 2000 None 60,598 60,716
1996 B (MBIA Ins.) (7)

2 Allegheny Cnty. Hosp. Dev. Auth., PA, AAA 445,000 5.300 2026 07/01/06 425,794 450,985
Hosp. Rev. Bonds (Childrens Hosp of @ 102.000
Pittsburgh), Ser. 1996 (AMBAC Ins.)

3 Allegheny Cnty. Hosp. Dev. Auth., Pa, AAA 600,000 5.625 2026 None 593,532 659,460
Hosp. Rev Bonds (Pittsburgh Mercy Hlth.
Sys., Inc.), Ser. 1996 (AMBAC Ins.)

4 Delaware Cnty. Auth., PA, Coll. Rev. AAA 600,000 5.625 2025(6) 10/01/05 597,822 657,030
Bonds (Neumann Coll.), Ser. 1995 @ 100.000
(Connie Lee Ins.)

5 Delaware Cnty. Auth., PA, Rev. Bonds AAA 600,000 5.500 2020 12/01/06 592,206 624,828
(Elwyn, Inc. Proj.), Ser. 1996 (Connie @ 101.000
Lee Ins.)

6 The Pittsburgh Wtr. and Swr. Auth., PA, AAA 515,000 5.600 2022(6) 09/01/05 511,477 563,626
Wtr. and Swr. Sys. First Lien Rev. Bonds, @ 100.000
Ser. 1995 A (Financial Guaranty Ins.)

7 Pennsylvania Intergovernmental Coop. AAA 600,000 5.000 2022 06/15/03 555,228 593,436
Auth., Spec. Tax Rev. Rfdg. Bonds (City @ 100.000
of Phildelphia Funding Prog.), Ser. 1993
A (MBIA Ins.)

8 The Hospitals and Higher Educ. Facs. AAA 500,000 5.750 2019 01/01/05 501,870 529,095
Auth. of Philadelphia, PA, Hosp. Rev. @ 102.000
Bonds (Frankford Hosp.), Ser. 1995 A
(Connie Lee Ins.)

----------- --------- ---------
TOTAL $ 3,980,000 $ 3,898,939 $ 4,199,239
=========== ========= =========

See Notes to Portfolios on Page D - 26.

</TABLE>

D - 25.

<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
MULTISTATE SERIES - 301 (CALIFORNIA INSURED, FLORIDA,
NEW YORK INSURED AND PENNSYLVANIA INSURED TRUSTS),
DEFINED ASSET FUNDS

NOTES TO PORTFOLIOS
As of November 30, 1998

(1) The ratings of the bonds are by Standard & Poor's Ratings Group,
or by Moody's Investors Service, Inc. if followed by "(m)", or by
Fitch Investors Service, Inc. if followed by "(f)"; "NR"
indicates that this bond is not currently rated by any of the
above-mentioned rating services. These ratings have been
furnished by the Evaluator but not confirmed with the rating
agencies. 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 the
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 $ 1,115,000 of the
Pennsylvania Insured Trust have been pre-refunded and are
expected to be called for redemption on the optional redemption
provision dates shown.

(7) These bonds have been segregated to fund the deferred sales
charges.

D - 26.

<PAGE>
Defined
Asset FundsSM

HAVE QUESTIONS ? MUNICIPAL INVESTMENT TRUST FUND
Request the most MULTISTATE SERIES--301
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.
333-12491) 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.

11501--2/99