MUNICIPAL INVEST TR FD INTERM TERM SER 303 DEF ASSET FDS
485BPOS, 2000-05-17
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      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000

                                                      REGISTRATION NO. 333-19681
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                     -------------------------------------

                         POST-EFFECTIVE AMENDMENT NO. 3
                                       TO
                                    FORM S-6
                     -------------------------------------

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

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

A. EXACT NAME OF TRUST:
                        MUNICIPAL INVESTMENT TRUST FUND
                         INTERMEDIATE TERM SERIES--303
                              DEFINED ASSET FUNDS

B. NAME OF DEPOSITOR:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

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

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

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

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

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

The issuer has registered an indefinite number of Units under the Securities Act
of 1933 pursuant to Rule 24f-2 and filed the Rule 24f-2 Notice for the most
recent fiscal year on March 13, 2000.

Check box if it is proposed that this filing will become effective on May 26,
2000 pursuant to paragraph (b) of Rule 485.  /X/

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

                           MUNICIPAL INVESTMENT TRUST FUND
                           INTERMEDIATE TERM SERIES--303
                           (A UNIT INVESTMENT TRUST)
                           -  PORTFOLIO OF INTERMEDIATE TERM MUNICIPAL BONDS
                           -  DESIGNED FOR INCOME FREE FROM REGULAR FEDERAL
                              INCOME TAX
                           -  MONTHLY INCOME DISTRIBUTIONS

SPONSORS:
MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED               -----------------------------------------------------
SALOMON SMITH BARNEY INC.  The Securities and Exchange Commission has not
PRUDENTIAL SECURITIES      approved or disapproved these Securities or passed
INCORPORATED               upon the adequacy of this prospectus. Any
PAINEWEBBER INCORPORATED   representation to the contrary is a criminal offense.
DEAN WITTER REYNOLDS INC.  Prospectus dated May 26, 2000.

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

Defined Asset Funds-SM-
Defined Asset Funds-Registered Trademark- is America's oldest and largest family
of unit investment trusts, with over $160 billion sponsored over the last 28
years. Defined Asset Funds has been a leader in unit investment trust research
and product innovation. Our family of Funds helps investors work toward their
financial goals with a full range of quality investments, including municipal,
corporate and government bond portfolios, as well as domestic and international
equity portfolios.

Defined Asset Funds offer a number of advantages:
  - A disciplined strategy of buying and holding with a long-term view is the
    cornerstone of Defined Asset Funds.
  - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
    funds are not managed and portfolio changes are limited.
  - Defined Portfolios: We choose the stocks and bonds in advance, so you know
    what you're investing in.
  - Professional research: Our dedicated research team seeks out stocks or bonds
    appropriate for a particular fund's objectives.
  - Ongoing supervision: We monitor each portfolio on an ongoing basis.
No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF FEBRUARY 29, 2000, THE
EVALUATION DATE.

<TABLE>
<S>                                    <C>
CONTENTS
                                       PAGE
                                       ----
Risk/Return Summary..................     3
What You Can Expect From Your
  Investment.........................     7
  Monthly Income.....................     7
  Return Figures.....................     7
  Records and Reports................     7
The Risks You Face...................     8
  Interest Rate Risk.................     8
  Call Risk..........................     8
  Reduced Diversification Risk.......     8
  Liquidity Risk.....................     8
  Concentration Risk.................     8
  Bond Quality Risk..................     8
  Insurance Related Risk.............     8
  Litigation and Legislation Risks...     9
Selling or Exchanging Units..........     9
  Sponsors' Secondary Market.........     9
  Selling Units to the Trustee.......     9
  Exchange Option....................    10
How The Fund Works...................    10
  Pricing............................    10
  Evaluations........................    11
  Income.............................    11
  Expenses...........................    11
  Portfolio Changes..................    11
  Fund Termination...................    12
  Certificates.......................    12
  Trust Indenture....................    12
  Legal Opinion......................    13
  Auditors...........................    13
  Sponsors...........................    13
  Trustee............................    14
  Underwriters' and Sponsors'
    Profits..........................    14
  Public Distribution................    14
  Code of Ethics.....................    14
  Year 2000 Issues...................    14
Taxes................................    14
Supplemental Information.............    16
Financial Statements.................   D-1
</TABLE>

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

RISK/RETURN SUMMARY

<TABLE>
<C>  <S>
 1.  WHAT IS THE FUND'S OBJECTIVE?
     The Fund seeks interest income that is
     exempt from regular federal income taxes
     by investing in a fixed portfolio
     consisting primarily of municipal
     revenue bonds with an estimated average
     life of years.

 2.  WHAT ARE MUNICIPAL REVENUE BONDS?
     Municipal revenue bonds are bonds issued
     by states, municipalities and public
     authorities to finance the cost of
     buying, building or improving various
     projects intended to generate revenue,
     such as airports, health care
     facilities, housing and municipal
     electric, water and sewer utilities.
     Generally, payments on these bonds
     depend solely on the revenues generated
     by the projects, excise taxes or state
     appropriations, and are not backed by
     the government's taxing power.

 3.  WHAT IS THE FUND'S INVESTMENT STRATEGY?

  -  The Fund plans to hold to maturity 14
     intermediate term tax-exempt municipal
     bonds with a current aggregate face
     amount of $9,155,000.
  -  The Fund is a unit investment trust
     which means that, unlike a mutual fund,
     the Fund's portfolio is not managed.
  -  When the bonds were initially deposited
     (March, 1997), they were rated A or
     better by Standard & Poor's, Moody's or
     Fitch, or in the opinion of the agent
     for the Sponsors had similar credit
     quality to bonds rated A or better. THE
     CREDIT QUALITY OF THE BONDS MAY
     CURRENTLY BE LOWER.
  -  Many of the bonds can be called at a
     premium declining over time to par
     value. Some bonds may be called earlier
     at par for extraordinary reasons.
  -  26% of the bonds are backed by bank
     letters of credit.
  -  41% of the bonds are insured by
     insurance companies.

     Letters of credit and insurance
     guarantee timely payments of principal
     and interest on the bonds (but not Fund
     units or the market value of the bonds
     before they mature).

     The Portfolio consists of municipal
     bonds of the following types:
</TABLE>

<TABLE>
  -  Airports/Ports/Highways                  22%
<C>  <S>
  -  General Obligation                        2%
  -  Hospitals/Health Care                    19%
  -  Housing                                  16%
  -  Industrial Development Revenue           8%
  -  Lease Rental Appropriation               11%
  -  Miscellaneous                             1%
  -  Refunded Bonds                           7%
  -  Solid Waste Disposal                      8%
  -  Tax Allocation                            4%
  -  Universities/Colleges                     2%
</TABLE>

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

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

 5.  IS THIS FUND APPROPRIATE FOR YOU?

     Yes, if you want monthly income free
     from regular federal income tax. You
     will benefit from a professionally
     selected and supervised portfolio whose
     risk is reduced by investing in bonds of
     several different issuers.
     The Fund is NOT appropriate for you if
     you want a speculative investment that
     changes to take advantage of market
     movements, if you do not want a
     tax-advantaged investment, if you are
     subject to AMT or if you cannot tolerate
     any risk.
</TABLE>

                                       3
<PAGE>

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

<TABLE>
<C>  <S>                                          <C>
     WHAT YOU MAY EXPECT (PAYABLE ON THE 25TH
     DAY OF EACH MONTH):
     Regular Monthly Income per unit               $ 4.35
     Annual Income per unit                        $52.20
     RECORD DAY: 10th day of each month

     THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE;
     ACTUAL PAYMENTS MAY VARY.
</TABLE>

<TABLE>
<C>  <S>
 6.  WHAT ARE THE FUND'S FEES AND EXPENSES?

     This table shows the costs and expenses
     you may pay, directly or indirectly,
     when you invest in the Fund.

     INVESTOR FEES

     Maximum Sales Fee (Load) on ne
     purchases (as a percentage of
     $1,000 invested)                   2.75%

     Employees of some of the Sponsors and
     their affiliates may be charged a
     reduced sales fee of no less than $5.00
     per Unit.

     The maximum sales fee is reduced if you
     invest at least $100,000, as follows:
</TABLE>

<TABLE>
<CAPTION>
                               YOUR MAXIMUM
                                SALES FEE
          IF YOU INVEST:         WILL BE:
          --------------       ------------
<C>  <S>                       <C>
     Less than $100,000            2.75%
     $100,000 to $249,999          2.50%
     $250,000 to $499,999          2.25%
     $500,000 to $999,999          2.00%
     $1,000,000 and over           1.75%

     Maximum Exchange Fee          1.75%
</TABLE>

<TABLE>
                                                     $0.69
     Trustee's Fee
                                                     $0.55
     Portfolio Supervision,
     Bookkeeping and
     Administrative Fees
     (including updating
     expenses)
<CAPTION>
     ESTIMATED ANNUAL FUND OPERATING EXPENSES
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<C>  <S>                                           <C>
                                                     $0.13
     Organization Costs
                                                     $0.20
     Evaluator's Fee
                                                     $0.22
     Other Operating Expenses
                                                     -----
                                                     $1.79
     TOTAL
</TABLE>

<TABLE>
<C>  <S>
     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 INTERMEDIATE
     SERIES, WHICH HAD THE SAME INVESTMENT
     OBJECTIVES, STRATEGIES AND TYPES OF
     BONDS AS THIS FUND. These prior
     Intermediate Series were offered
     between August 9, 1988 and October 18,
     1996 and were outstanding on December
     31, 1999. OF COURSE, PAST PERFORMANCE
     OF PRIOR SERIES IS NO GUARANTEE OF
     FUTURE RESULTS OF THIS FUND.

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

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

<TABLE>
 High                    5.52%     6.12%     5.43%     5.63%     7.03%     5.94%
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average                 -1.14      4.96      5.31      0.72      5.78      5.80
 Low                     -6.83      3.08      5.12     -4.21      3.77      5.62
</TABLE>

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

<TABLE>
 <S>                    <C>       <C>       <C>       <C>       <C>       <C>
 Average
 Sales fee               1.90%     4.03%     4.85%
</TABLE>

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

NOTE: ALL RETURNS REPRESENT CHANGES IN UNIT PRICE WITH DISTRIBUTIONS REINVESTED
 INTO THE MUNICIPAL FUND INVESTMENT ACCUMULATION PROGRAM.

<TABLE>
<C>  <S>
 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.

 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.
</TABLE>

                                       4
<PAGE>
<TABLE>
<C>  <S>
     UNIT PRICE PER UNIT               $1,012.28
     (as of February 29, 2000)

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

10.  HOW DO I SELL UNITS?

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

11.  HOW ARE DISTRIBUTIONS MADE AND TAXED?

     The Fund pays income monthly. In the opinion of
     bond counsel when each bond was issued, interest
     on the bonds in this Fund is generally 100%
     exempt from regular federal income tax.
     Interest on approximately 62% of the bonds will
     be taken into account in determining your
     preference items for alternative minimum tax
     purposes. A portion of the income may also be
     exempt from state and local personal income
     taxes, depending on where you live.

     You will also receive principal payments if
     bonds are sold or called or mature, when the
     cash available is more than $5.00 per unit. You
     will be subject to tax on any gain realized by
     the Fund on the disposition of bonds.

12.  WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

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

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

To compare the yield of a taxable security with the yield of a federally
tax-free security, find your taxable income and read across. The table
incorporates 2000 federal income tax rates and assumes that all income would
otherwise be taxed at a U.S. investor's highest tax rate. Yield figures are for
example only.

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

                MUNICIPAL BONDS AND THE ALTERNATIVE MINIMUM TAX

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

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

                                       6
<PAGE>
WHAT YOU CAN EXPECT FROM YOUR INVESTMENT

MONTHLY INCOME

The Fund will pay you regular monthly income. Your monthly income may vary
because of:
  - elimination of one or more bonds from the Fund's portfolio because of calls,
    redemptions or sales;
  - a change in the Fund's expenses; or
  - the failure by a bond's issuer to pay interest.

Changes in interest rates generally will not affect your monthly income because
the portfolio is fixed.

Along with your monthly income, you will receive your share of any available
bond principal.

RETURN FIGURES

We cannot predict your actual return, which will vary with unit price, how long
you hold your investment and changes in the portfolio, interest income and
expenses.

ESTIMATED CURRENT RETURN equals the estimated annual cash to be received from
the bonds in the Fund less estimated annual Fund expenses, divided by the Unit
Price (including the maximum sales fee):

<TABLE>
<S>              <C>  <C>
Estimated Annual         Estimated
Interest Income   -   Annual Expenses
- -------------------------------------
             Unit Price
</TABLE>

ESTIMATED LONG TERM RETURN is a measure of the estimated return over the
estimated life of the Fund. Unlike Estimated Current Return, Estimated Long Term
Return reflects maturities, discounts and premiums of the bonds in the Fund. It
is an average of the yields to maturity (or in certain cases, to an earlier call
date) of the individual bonds in the portfolio, adjusted to reflect the Fund's
maximum sales fee and estimated expenses. We calculate the average yield for the
portfolio by weighting each bond's yield by its market value and the time
remaining to the call or maturity date.

Yields on individual bonds depend on many factors including general conditions
of the bond markets, the size of a particular offering and the maturity and
quality rating of the particular issues. Yields can vary among bonds with
similar maturities, coupons and ratings.

These return quotations are designed to be comparative rather than predictive.

RECORDS AND REPORTS

You will receive:
- - a monthly statement of income payments and any principal payments;
- - a notice from the Trustee when new bonds are deposited in exchange or
  substitution for bonds originally deposited;
- - an annual report on Fund activity; and
- - annual tax information. THIS WILL ALSO BE SENT TO THE IRS. YOU MUST REPORT THE
  AMOUNT OF TAX-EXEMPT INTEREST RECEIVED DURING THE YEAR.

You may request:
- - copies of bond evaluations to enable you to comply with federal and state tax
  reporting requirements; and
- - audited financial statements of the Fund.

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

                                       7
<PAGE>
THE RISKS YOU FACE

INTEREST RATE RISK

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

CALL RISK

Many bonds can be prepaid or "called" by the issuer before their stated
maturity. For example, some bonds may be required to be called pursuant to
mandatory sinking fund provisions.

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

An issuer might call its bonds in extraordinary cases, including if:
  - it no longer needs the money for the original purpose;
  - the project is condemned or sold;
  - the project is destroyed and insurance proceeds are used to redeem the
    bonds;
  - any related credit support expires and is not replaced; or
  - interest on the bonds become taxable.

If the bonds are called, your income will decline and you may not be able to
reinvest the money you receive at as high a yield or as long a maturity. An
early call at par of a premium bond will reduce your return.

REDUCED DIVERSIFICATION RISK

If many investors sell their units, the Fund will have to sell bonds. This could
reduce the diversification of your investment and increase your share of Fund
expenses.

LIQUIDITY RISK

The bonds will generally trade in the over-the-counter market. We cannot assure
you that a liquid trading market will exist, especially since current law may
restrict the Fund from selling bonds to any Sponsor. The value of the bonds, and
of your investment, may be reduced if trading in bonds is limited or absent.

CONCENTRATION RISK

When a certain type of bond makes up 25% or more of the portfolio, the Fund is
said to be "concentrated" in that bond type, which makes the Fund less
diversified. However, the fund is not concentrated in any particular type of
bond.

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

BOND QUALITY RISK

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

INSURANCE RELATED RISK

Some bonds may be backed by insurance companies (as shown under Portfolio).
Insurance policies generally make payments only according to a bond's original
payment schedule and do not make early payments when a bond defaults or becomes
taxable. Although the federal government does not regulate the insurance
business, various state

                                       8
<PAGE>
laws and federal initiatives and tax law changes could significantly affect the
insurance business. The claims-paying ability of the insurance companies is
generally rated A or better by Standard & Poor's or another nationally
recognized rating organization. The insurance company ratings are subject to
change at any time at the discretion of the rating agencies.

LITIGATION AND LEGISLATION RISKS

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

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

SELLING OR EXCHANGING UNITS

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

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

SPONSORS' SECONDARY MARKET

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

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

SELLING UNITS TO THE TRUSTEE

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

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

                                       9
<PAGE>
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:
  - if the New York Stock Exchange is closed (other than customary weekend and
    holiday closings);
  - if the SEC determines that trading on the New York Stock Exchange is
    restricted or that an emergency exists making sale or evaluation of the
    bonds not reasonably practicable; and
  - for any other period permitted by SEC order.

EXCHANGE OPTION

You may exchange units of certain Defined Asset Funds for units of this Fund at
a maximum exchange fee of 1.75%. You may exchange units of this Fund for units
of certain other funds at a reduced sales fee if your investment goals change.
To exchange units, you should talk to your financial professional about what
funds are exchangeable, suitable and currently available.

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

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

HOW THE FUND WORKS

PRICING

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

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

In addition, as with mutual funds, the Fund (and therefore the investors) pay
all or some of the costs of organizing the Fund including:
  - cost of initial preparation of legal documents;
  - federal and state registration fees;
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.

                                       10
<PAGE>
These costs are amortized over the first five years of the Fund.

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin Luther King, Jr. Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas).
Bond values are based on current bid or offer prices for the bonds or comparable
bonds. In the past, the difference between bid and offer prices of publicly
offered tax-exempt bonds has ranged from 0.5% of face amount on actively traded
issues to 3.5% on inactively traded issues; the difference has averaged between
1 and 2%.

INCOME

The Trustee credits interest to an Income Account and other receipts to a
Capital Account. The Trustee may establish a Reserve Account by withdrawing from
these accounts amounts it considers appropriate to pay any material liability.
These accounts do not bear interest.

EXPENSES

The Trustee is paid monthly. It also benefits when it holds cash for the Fund in
non-interest bearing accounts. The Trustee may also receive additional amounts:
  - to reimburse the Trustee for the Fund's operating expenses;
  - for extraordinary services and costs of indemnifying the Trustee and the
    Sponsors;
  - costs of actions taken to protect the Fund and other legal fees and
    expenses;
  - expenses for keeping the Fund's registration statement current; and
  - Fund termination expenses and any governmental charges.

The Sponsors are currently reimbursed up to 55 CENTS per $1,000 face amount
annually for providing portfolio supervisory, bookkeeping and administrative
services and for any other expenses properly chargeable to the Fund. Legal,
typesetting, electronic filing and regulatory filing fees and expenses
associated with updating the Portfolio's registration statement yearly are also
now chargeable to the Portfolio. While this fee may exceed the amount of these
costs and expenses attributable to this Fund, the total of these fees for all
Series of Defined Asset Funds will not exceed the aggregate amount attributable
to all of these Series for any calendar year. The Fund also pays the Evaluator's
fees.

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

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

PORTFOLIO CHANGES

The Sponsors and Trustee are not liable for any default or defect in a bond.

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

                                       11
<PAGE>
certain adverse credit conditions exist or if a bond becomes taxable.

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

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

FUND TERMINATION

The Fund will terminate following the stated maturity or sale of the last bond
in the portfolio. The Fund may also terminate earlier with the consent of
investors holding 51% of the units or if total assets of the Fund have fallen
below 40% of the face amount of bonds deposited. We will decide whether to
terminate the Fund early based on the same factors used in deciding whether or
not to offer units in the secondary market.

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

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

CERTIFICATES

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

TRUST INDENTURE

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

The Sponsors and the Trustee may amend the Indenture without your consent:
  - to cure ambiguities;
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - to make other changes determined not to be materially adverse to your best
    interest (as determined by the Sponsors).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may

                                       12
<PAGE>
reduce your interest in the Fund without your written consent.

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:
  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities.

Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either becomes effective when a
successor accepts appointment. The Sponsors will try to appoint a successor
promptly; however, if no successor has accepted within 30 days after notice of
resignation, the resigning Trustee or Evaluator may petition a court to appoint
a successor.

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

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

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

LEGAL OPINION

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

AUDITORS

Deloitte & Touche LLP, 2 World Financial Center, New York, New York 10281,
independent accountants, audited the Statement of Condition included in this
prospectus.

SPONSORS

The Sponsors are:
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (a wholly-owned subsidiary of
Merrill Lynch & Co., Inc.)
P.O. Box 9051,
Princeton, NJ 08543-9051
SALOMON SMITH BARNEY INC. (an indirectly wholly-owned subsidiary of Citigroup
Inc.)
388 Greenwich Street--23rd Floor,
New York, NY 10013
DEAN WITTER REYNOLDS INC. (a principal operating subsidiary of Morgan Stanley
Dean Witter & Co.)
Two World Trade Center--59th Floor,
New York, NY 10048
PRUDENTIAL SECURITIES INCORPORATED (an indirect wholly-owned subsidiary of the
Prudential Insurance Company of America)
One New York Plaza
New York, NY 10292
PAINEWEBBER INCORPORATED (a wholly-owned subsidiary of PaineWebber Group Inc.)
1285 Avenue of the Americas,
New York, NY 10019

Each Sponsor is a Delaware corporation and it, or its predecessor, has acted as
sponsor to many unit investment trusts. As a registered broker-dealer each
Sponsor buys and sells

                                       13
<PAGE>
securities (including investment company shares) for others (including
investment companies) and participates as an underwriter in various selling
groups.

TRUSTEE

The Bank of New York, 101 Barclay Street,
17 W, New York, New York 10268, is the Trustee. It is supervised by the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve
System and New York State banking authorities.

UNDERWRITERS' AND SPONSORS' PROFITS

Underwriters receive sales charges when they sell units. The Sponsors also
realized a profit or loss on the initial 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

The Fund and the Agent for the Sponsors have each adopted a code of ethics
requiring reporting of personal securities transactions by its employees with
access to information on Fund transactions. Subject to certain conditions, the
codes permit employees to invest in Fund securities for their own accounts. The
codes are designed to prevent fraud, deception and misconduct against the Fund
and to provide reasonable standards of conduct. These codes are on file with the
Commission and you may obtain a copy by contacting the Commission at the address
listed on the back cover of this prospectus.

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"). To date we are not aware of any major operational difficulties
resulting from the computer system changes necessary to prepare for the Year
2000. However, there can be no assurance that the Year 2000 Problem will not
adversely affect the issuers of the bonds contained in the Portfolio. We cannot
predict whether any impact will be material to the Fund 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 or subject to
special rules. You should consult your own tax adviser about your particular
circumstances.

                                       14
<PAGE>
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 may be taken
into account in determining your preference items for alternative minimum tax
purposes. Neither we nor our counsel have reviewed the issuance of the bonds,
related proceedings or the basis for the opinions of counsel for the issuers. We
cannot assure you that the issuer (or other users) have complied or will comply
with any requirements necessary for a bond to be tax-exempt. If any of the bonds
were determined not to be tax-exempt, you could be required to pay income tax
for current and prior years, and if the Fund were to sell the bond, it might
have to sell it at a substantial discount.

In the opinion of our counsel, under existing law:

GENERAL TREATMENT OF THE FUND AND YOUR INVESTMENT

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

GAIN OR LOSS UPON DISPOSITION

When all or part of your share of a bond is disposed of (for example, when the
Fund sells, exchanges or redeems a bond or when you sell or exchange your
units), you will generally recognize capital gain or loss. Your gain, however,
will generally be ordinary income to the extent of any accrued "market
discount". Generally you will have market discount to the extent that your basis
in a bond when you purchase a unit is less than its stated redemption price at
maturity (or, if it is an original issue discount bond, the issue price
increased by original issue discount that has accrued on the bond before your
purchase). You should consult your tax adviser in this regard.

If your net long-term capital gains exceed your net short-term capital losses,
the excess may be subject to tax at a lower rate than ordinary income. Any
capital gain from the Fund will be long-term if you are considered to have held
your investment on each bond for more than one year and short-term otherwise. If
you are an individual and sell your units after holding them for more than one
year, you may be entitled to a 20% maximum federal tax rate on any resulting
gains. Because the deductibility of capital losses is subject to limitations,
you may not be able to deduct all of your capital losses. Consult your tax
adviser in this regard.

YOUR BASIS IN THE BONDS

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

EXPENSES

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

                                       15
<PAGE>
STATE AND LOCAL TAXES

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

SUPPLEMENTAL INFORMATION

You can receive at no cost supplemental information about the Fund by calling
the Trustee. The supplemental information includes more detailed risk disclosure
about the types of bonds that may be in the Fund's portfolio, general risk
disclosure concerning any insurance securing certain bonds, and general
information about the structure and operation of the Fund. The supplemental
information is also available from the SEC.

                                       16
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

REPORT OF INDEPENDENT ACCOUNTANTS

The Sponsors, Trustee and Holders of Municipal Investment Trust Fund,
  Intermediate Term Series - 303, Defined Asset Funds:

We have audited the accompanying statement of condition of Municipal Investment
Trust Fund, Intermediate Term Series - 303, Defined Asset Funds, including the
portfolio, as of February 29, 2000 and the related statements of operations and
of changes in net assets for the years ended February 29, 2000, February 28,
1999 and the period March 27, 1997 to February 28, 1998. 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 auditing standards generally accepted
in the United States of America. 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 February 29, 2000, as shown in such portfolio,
were confirmed to us by The Bank of New York, the Trustee. An audit also
includes assessing the accounting principles used and significant estimates made
by the Trustee, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Municipal Investment Trust
Fund, Intermediate Term Series - 303, Defined Asset Funds at February 29, 2000
and the results of its operations and changes in its net assets for the
above-stated periods in accordance with accounting principles generally accepted
in the United States of America.

DELOITTE & TOUCHE LLP

New York, N.Y.
April 28, 2000


                                      D - 1
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF FEBRUARY 29, 2000

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $9,149,581)(Note 1)......................                  $9,141,117
  Securities called for redemption
    (cost $5,000)(Note 5)..........................                       5,000
  Accrued interest receivable......................                     143,707
  Accrued interest receivable on segregated bonds..                       1,593
  Deferred organization costs (Note 6).............                       4,257
                                                                   -------------

              Total trust property.................                   9,295,674

LESS LIABILITIES:
  Redemptions payable..............................   $    4,976
  Advance from Trustee.............................       26,151
  Accrued expenses.................................        6,981
  Deferred sales charge............................       16,810         54,918
                                                    -------------  -------------

NET ASSETS, REPRESENTED BY:
  9,247 units of fractional undivided
    interest outstanding (Note 3)..................    9,209,338
  Undistributed net investment income..............       31,418
                                                    -------------
                                                                      $9,240,756
                                                                   =============
UNIT VALUE ($9,240,756/9,247 units)................                     $999.32
                                                                   =============

</TABLE>
                       See Notes to Financial Statements.



                                      D - 2
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                           March 28,
                                                                               1997
                                             Year Ended    Year Ended           to
                                             February 29, February 28,  February 28,
                                                 2000         1999             1998
                                             -----------------------------------------
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $525,609     $555,121   $  536,383
  Interest income on segregated bonds.......       7,497       13,723       16,384
  Trustee's fees and expenses...............     (10,262)      (9,435)      (8,534)
  Sponsors' fees............................      (4,326)      (4,809)      (4,541)
  Organizational expenses...................      (2,128)      (2,128)      (2,128)
                                             -----------------------------------------
  Net investment income.....................     516,390      552,472      537,564
                                             -----------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities
    sold or redeemed........................      15,271       26,139
  Unrealized appreciation (depreciation)
    of investments..........................    (642,321)      79,268      554,589
                                             -----------------------------------------

  Net realized and unrealized gain (loss)
    on investments..........................    (627,050)     105,407      554,589
                                             -----------------------------------------

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................   $(110,660)    $657,879   $1,092,153
                                             =========================================

</TABLE>
                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                              March 28,
                                                                                  1997
                                                Year Ended Year Ended           to
                                               February 29, February 28,  February 28,
                                                   2000         1999             1998
                                               -----------------------------------------
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $   516,390  $   552,472  $   537,564
  Realized gain on securities
    sold or redeemed..........................       15,271       26,139
  Unrealized appreciation (depreciation)
    of investments............................     (642,321)      79,268      554,589
                                               -----------------------------------------
  Net increase (decrease) in net assets
    resulting from operations.................     (110,660)     657,879    1,092,153
                                               -----------------------------------------

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income......................................     (508,854)    (536,403)    (488,422)
  Principal...................................      (43,650)     (10,704)
                                               -----------------------------------------
  Total distributions.........................     (552,504)    (547,107)    (488,422)
                                               -----------------------------------------
CAPITAL SHARE TRANSACTIONS - Redemptions of
  851 and 543 units, respectively.............     (869,766)    (571,113)

DEFERRED SALES CHARGE (Note 6)................     (138,164)    (151,685)    (106,942)
                                               -----------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS.........   (1,671,094)    (612,026)     496,789

NET ASSETS AT BEGINNING OF PERIOD.............   10,911,850   11,523,876   11,027,087
                                               -----------------------------------------
NET ASSETS AT END OF PERIOD...................  $ 9,240,756  $10,911,850  $11,523,876
                                               =========================================
PER UNIT:
  Income distributions during period..........       $52.40       $52.60       $45.90
                                               =========================================
  Principal distributions during period.......        $4.62        $1.06
                                               =========================================
  Net asset value at end of period............      $999.32    $1,080.60    $1,082.97
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......        9,247       10,098       10,641
                                               =========================================
</TABLE>
                       See Notes to Financial Statements.

                                      D - 4
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
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 accordance with accounting
      principles generally accepted in the United States of America.

      (a) Securities are stated at value as determined by the Evaluator based on
          bid side evaluations for the securities, except that value on March
          28, 1997 was based upon offer side evaluations at March 26, 1997 the
          day prior to the Date of Deposit. Cost of securities at March 28, 1997
          was also based on such offer side evaluations.

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

      (c) Interest income is recorded as earned.

  2.  DISTRIBUTIONS

      A distribution of net investment income is made to Holders each month.
      Receipts other than interest, after deductions for redemptions and
      applicable expenses, are also distributed periodically.

  3.  NET CAPITAL
<TABLE>
<S>                                                      <C>
      Cost of 9,247 units at Date of Deposit..............    $9,582,508
      Redemptions of units - net cost of 1,394 units
        redeemed less redemption amounts..................         7,424
      Realized gain on securities sold or redeemed........        41,411
      Principal distributions.............................       (54,354)
      Interest income on segregated bonds.................        37,604
      Deferred sales charge...............................      (396,791)
      Net unrealized depreciation of investments..........        (8,464)
                                                           --------------

      Net capital applicable to Holders...................    $9,209,338
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of February 29, 2000, net unrealized depreciation of investments
      including securities called for redemption, based on cost for Federal
      income tax purposes, aggregated $8,464, of which $24,897 related to
      appreciated securities and $33,361. The cost of investment securities for
      Federal income tax purposes was $9,154,581 at February 29, 2000.


                                      D - 5
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

NOTES TO FINANCIAL STATEMENTS

  5.  SECURITIES CALLED FOR REDEMPTION

      $5,000 face amount of Oklahoma Hsg. Fin. Agy., Single Family Mtge. Rev.
      Bonds (Homeownership Loan Prog.), 1997 Ser. A (AMT)(5) were called for
      redemption on March 1, 2000. Such securities are valued at the amount
      of the proceeds subsequently received.

  5.  DEFERRED SALES CHARGE

      The sales charges are being paid for with the interest received and by
      periodic sales of these bonds. A deferred sales charge of $3.35 per unit
      is charged on a quarterly basis, and paid to the sponsors annually by the
      Trustee on behalf of the Holders, up to an aggregate of $40.20 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 ORGANIZATIONAL COSTS

      Organizational costs have been deferred and are being amortized over five
      years.


                                      D - 6
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF FEBRUARY 29, 2000
<TABLE>
<CAPTION>
                                       Rating                                          Optional
    Portfolio No. and Title of           of             Face                           Redemption
            Securities                 Issues(1)       Amount    Coupon Maturities(3)  Provisions(3)        Cost(2)      Value(2)
            ----------                 ---------       ------    ------ -------------  -------------        -------      --------
<S>                                      <C>       <C>           <C>       <C>        <C>            <C>           <C>
 1 Alaska Indl. Dev. and Export            AAA       $1,500,000   5.600%     2009       04/01/07         $1,500,000   $ 1,503,090
   Auth., Revolving Fund Bonds.                                                         @ 102.000
   Ser. 1997 A (MBIA Ins.)(AMT)(4)(5)

 2 Arkansas Dev. Fin. Auth., Econ.         AAA          100,000   5.100      2004       None                100,000        99,243
   Dev. Rev. Rfdg. Bonds (ADFA
   Guaranty Prog.), 1997 Tax-Exempt
   Rfdg. Ser. C (AMBAC Ins.)(AMT)
   (4)(5)

 3 State of Hawaii, Harbor Sys.            AAA          540,000   5.400      2009       07/01/07            535,178       535,664
   Rev. Bonds, Ser. 1997 (MBIA                                                          @ 102.000
   Ins.)(AMT)(4)(5)

 4 Solid Waste Agy. of Northern Cook       AAA          710,000   5.300      2009       05/01/05            691,420       697,014
   Cnty., IL. Contract Rev. Rfdg.                                                       @ 102.000
   Bonds, Ser. 1995 A (MBIA
   Ins.)(AMT)(4)(5)

 5 Iowa Fin. Auth., Indl. Dev. Rev.        A1(m)(a)     370,000   5.500    2005         03/01/03            372,342       371,280
   and Rfdg. Bonds (T.D. Marc, Inc.,                                                    @ 103.000
   Proj.), Ser. 1997 (Mercantile Bank                   390,000   5.600    2006         03/01/03            392,703       391,576
   of St. Louis. N.A. - Letter-of-                                                      @ 103.000
   Credit)(AMT)(5)(7)                                   635,000   5.700    2007(8)      03/01/07            639,382       630,015
                                                                                        @ 100.000

 6 Louisinana Hsg. Fin. Agy., Single       Aaa(m)       320,000   5.400    2006         None                321,168       318,221
   Family Mtge. Rev. Bonds, Ser. 1997                   415,000   5.500    2007         04/01/07            416,627       413,153
   A-2 (AMT)(5)                                                                         @ 102.000

 7 St. Louis, MO, Mun. Fin. Corp.          AAA        1,000,000   5.850    2009         07/15/03          1,016,320     1,014,640
   Leasehold Rev. Rfdg. Bonds, Ser.                                                     @ 102.000
   1993 A (Sanwa Bank, Ltd. - Letter
   of Credit)(7)

</TABLE>


                                      D - 7
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF FEBRUARY 29, 2000
<TABLE>
<CAPTION>
                                       Rating                                          Optional
    Portfolio No. and Title of           of             Face                           Redemption
            Securities                 Issues(1)       Amount    Coupon Maturities(3)  Provisions(3)        Cost(2)      Value(2)
            ----------                 ---------       ------    ------ -------------  -------------        -------      --------
<S>                                      <C>       <C>           <C>       <C>        <C>            <C>           <C>
 8 Nevada Hsg Div., Single Family          Aaa(m)    $  235,000   5.350%   2006         None             $  235,000    $  232,803
   Mtge. Bonds, 1997 Ser. A-2 Sr.                       235,000   5.350    2006         None                235,000       232,652
   Bonds (AMT)(5)

 9 Dormitory Auth. of the State of         A          1,000,000   5.700    2009         02/15/07            995,660     1,010,450
   New York, Mental Hlth. Svcs.,                                                        @ 102.000
   Facs. Imp. Rev. Bonds, Ser 1997 B

10 Dormitory Auth. of the State of         A(f)         225,000   5.500    2006         None                225,000       225,936
   New York , Upstate Cmnty. Coll.,
   Rev. Bonds Ser. 1997 A

11 Oklahoma Hsg. Fin. Agy., Single         Aaa(m)       245,000   5.550    2008         03/01/07            245,000       243,069
   Family Mtge. Rev. Bonds                                                              @ 102.000
   (Homeownership Loan Prog.), 1997
   Ser. A (AMT)(5)

12 Redevelopment Agy. of West Valley       A-            80,000   5.250    2006         None                 79,715        79,029
   City (Salt Lake Cnty., UT), Tax                      130,000   5.375    2007         None                129,747       128,694
   Increment Rev. Bonds, Ser. 1997                      145,000   5.500    2008         03/01/07            145,000       143,982
                                                                                        @ 101.000

13 Wisconsin Hlth. and Educl.              AAA          740,000   5.300    2008         02/15/07            733,917       730,543
   Facs. Auth., Rev. Bonds                                                              @ 102.000
   (Marshfield Clinic), Ser. 1997
   (MBIA Ins.)(4)

14 Uinta Cnty. Sch. Dist. Number One,      AA           140,000   4.550    2000         None                140,402       140,063
   WY, Tax-Exempt G.O. Rfdg. Bonds,
   Ser. 1997 (Asset Guaranty
   Ins.)(4)(6)
                                                    --------------                                     -------------- --------------
TOTAL                                                $9,155,000                                          $9,149,581    $9,141,117
                                                    ==============                                     ============== ==============
</TABLE>
                             See Notes to Portfolio.


                                      D - 8

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

NOTES TO PORTFOLIO
AS OF FEBRUARY 29, 2000

   (1) These ratings are ratings of the bonds themselves by Standard & Poor's
       Ratings group, or by Moody's Investor's Service, Inc. if followed by
       "(m)", or by Fitch Investors Service, Inc. if followed by "(f)"; "(a)"
       indicates that it is a rating of the outstanding debt obligations of the
       institution providing the letter of credit or guarantee; "(b)" indicates
       that while there is no such available rating, in the opinion of Defined
       Asset Funds research analysts, the bond has credit characteristics
       comparable to bonds rated "A" or better; "(c)" indicates that while there
       is no such available rating, in the opinion of Defined Asset Funds
       research analysts, the bond does not have credit characteristics
       comparable to bonds rated "A" or better. These ratings have been
       furnished by the Evaluator but not confirmed with the rating agencies.

   (2) See Notes to Financial Statements.

   (3) Optional redemption provisions, which may be exercised in whole or in
       part, are initially at prices of par plus a premium, then subsequently at
       prices declining to par. Certain securities may provide for redemption at
       par prior or in addition to any optional or mandatory redemption dates or
       maturity, for example, through the operation of a maintenance and
       replacement fund, if proceeds are not able to be used as contemplated,
       the project is condemned or sold or the project is destroyed and
       insurance proceeds are used to redeem the securities. Many of the
       securities are also subject to mandatory sinking fund redemption
       commencing on dates which may be prior to the date on which securities
       may be optionally redeemed. Sinking fund redemptions are at par and
       redeem only part of the issue. Some of the securities have mandatory
       sinking funds which contain optional provisions permitting the issuer to
       increase the principal amount of securities called on a mandatory
       redemption date. The sinking fund redemptions with optional provisions
       may, and optional refunding redemptions generally will, occur at times
       when the redeemed securities have an offering side evaluation which
       represents a premium over par. To the extent that the securities were
       acquired at a price higher than the redemption price, this will represent
       a loss of capital when compared with the Public Offering Price of the
       Units when acquired. Distributions will generally be reduced by the
       amount of the income which would otherwise have been paid with respect to
       redeemed securities and there will be distributed to Holders any
       principal amount and premium received on such redemption after satisfying
       any redemption requests for Units received by the Fund. The estimated
       current return may be affected by redemptions.

   (4) Insured by the indicated municipal bond insurance company.

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

   (6) It is anticipated that interest and principal received from these bonds
       will be applied to the payment of the Trust's deferred sales charge.


                                      D - 9
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 303,
DEFINED ASSET FUNDS

NOTES TO PORTFOLIO
AS OF FEBRUARY 29, 2000

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

   (8) Bonds with an aggregate face amount of $635,000 have been pre-refunded
       and are expected to be called for redemption on on the optional
       redemption provision dates shown.


                                     D - 10

<PAGE>

DEFINED ASSET FUNDS--REGISTERED TRADEMARK--

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most recent free             INTERMEDIATE TERM SERIES--303
Information Supplement                   (A Unit Investment Trust)
that gives more details about            ---------------------------------------
the Fund, by calling:                    This Prospectus does not contain
The Bank of New York                     complete information about the
1-800-221-7771                           investment company filed with the
                                         Securities and Exchange Commission in
                                         Washington, D.C. under the:
                                         - Securities Act of 1933 (file no.
                                         333-19681) and
                                         - Investment Company Act of 1940 (file
                                         no. 811-1777).
                                         TO OBTAIN COPIES AT PRESCRIBED RATES--
                                         WRITE: Public Reference Section of the
                                         Commission
                                         450 Fifth Street, N.W., Washington,
                                         D.C. 20549-6009
                                         CALL: 1-800-SEC-0330.
                                         VISIT: http://www.sec.gov.
                                         ---------------------------------------
                                         No person is authorized to give any
                                         information or representations about
                                         this Fund not contained in this
                                         Prospectus or the Information
                                         Supplement, and you should not rely on
                                         any other information.
                                         ---------------------------------------
                                         When units of this Fund are no longer
                                         available, this Prospectus may be used
                                         as a preliminary prospectus for a
                                         future series, but some of the
                                         information in this Prospectus will be
                                         changed for that series.
                                         UNITS OF ANY FUTURE SERIES MAY NOT BE
                                         SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
                                         UNTIL THAT SERIES HAS BECOME EFFECTIVE
                                         WITH THE SECURITIES AND EXCHANGE
                                         COMMISSION. NO UNITS CAN BE SOLD IN ANY
                                         STATE WHERE A SALE WOULD BE ILLEGAL.
                                                                     11540--5/00
</TABLE>
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                            INTERMEDIATE TERM SERIES
                              DEFINED ASSET FUNDS
                       CONTENTS OF REGISTRATION STATEMENT

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

    The facing sheet of Form S-6.

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

    The Prospectus.

    The Signatures.

The following exhibits:

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

    1.11.1-- Merrill Lynch Code of Ethics (incorporated by reference to Exhibit
            1.11.1 to the Post Effective Amendment No. 8 to the Registration
            Statement of Municipal Investment Trust Fund, Insured Series 186,
            1933 Act File No. 33-49159).

    1.11.2-- Municipal Investment Trust Fund Code of Ethics (incorporated by
            reference to Exhibit 1.11.2 to the Post Effective Amendment No. 8 to
            the Registration Statement of Municipal Investment Trust Fund,
            Insured Series 186, 1933 Act File No. 33-49159).

    4.1  --Consent of the Evaluator.

    5.1  --Consent of independent accountants.

    9.1  -- Information Supplement (incorporated by reference to Exhibit 9.1 to
           Amendment No. 1 to the Registration Statement of Municipal Investment
           Trust Fund, Multistate Series--409, 1933 Act File No. 333-81777).

                                      R-1
<PAGE>
                        MUNICIPAL INVESTMENT TRUST FUND
                         INTERMEDIATE TERM SERIES--303
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, INTERMEDIATE TERM SERIES--303, DEFINED ASSET
FUNDS, CERTIFIES THAT IT MEETS ALL OF THE REQUIREMENTS FOR EFFECTIVENESS OF THIS
REGISTRATION STATEMENT PURSUANT TO RULE 485(B) UNDER THE SECURITIES ACT OF 1933
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED IN THE CITY OF NEW YORK AND STATE OF NEW YORK ON THE 17TH DAY OF MAY,
2000.

             SIGNATURES APPEAR ON PAGES R-3, R-4, R-5, R-6 AND R-7.

    A majority of the members of the Board of Directors of Merrill Lynch,
Pierce, Fenner & Smith Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

    A majority of the members of the Board of Directors of Salomon Smith Barney
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

    A majority of the members of the Board of Directors of Prudential Securities
Incorporated has signed this Registration Statement or Amendment to the
Registration Statement pursuant to Powers of Attorney authorizing the person
signing this Registration Statement or Amendment to the Registration Statement
to do so on behalf of such members.

    A majority of the members of the Executive Committee of the Board of
Directors of PaineWebber Incorporated has signed this Registration Statement or
Amendment to the Registration Statement pursuant to Powers of Attorney
authorizing the person signing this Registration Statement or Amendment to the
Registration Statement to do so on behalf of such members.

    A majority of the members of the Board of Directors of Dean Witter Reynolds
Inc. has signed this Registration Statement or Amendment to the Registration
Statement pursuant to Powers of Attorney authorizing the person signing this
Registration Statement or Amendment to the Registration Statement to do so on
behalf of such members.

                                      R-2
<PAGE>
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                                   DEPOSITOR

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under
  the Board of Directors of Merrill         Form SE and the following 1933 Act
  Lynch, Pierce,                            File
  Fenner & Smith Incorporated:              NumberNumber: 333-70593
</TABLE>

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

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

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

     MICHAEL A. CARPENTER
     DERYCK C. MAUGHAN

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

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

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

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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

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

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

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     Act File Numbers: 33-17085,
  Reynolds Inc.:                            333-13039, 333-47553 and 333-89045
</TABLE>

     BRUCE F. ALONSO
     RICHARD M. DeMARTINI
     RAYMOND J. DROP
     JAMES F. HIGGINS
     JOHN J. MACK
     MITCHELL M. MERIN
     STEPHEN R. MILLER
     PHILIP J. PURCELL
     JOHN H. SCHAEFER
     THOMAS C. SCHNEIDER
     ALAN A. SCHRODER
     ROBERT G. SCOTT
     By MICHAEL D. BROWNE
       (As authorized signatory for
       Dean Witter Reynolds Inc.
       and Attorney-in-fact for the persons listed above)

                                      R-7


                                                                     EXHIBIT 4.1

                               STANDARD & POOR'S
                    A DIVISION OF THE McGRAW-HILL COMPANIES
                                  J. J. KENNY
                                  65 BROADWAY
                           NEW YORK, N.Y. 10006-2551
                            TELEPHONE (212) 770-4422
                                FAX 212/797-8681

                                                      May 17, 2000

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

<TABLE>
<S>                                       <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Defined Asset Funds
P.O. Box 9051
Princeton, New Jersey 08543-9051

The Bank of New York
101 Barclay Street
New York, New York 10286
</TABLE>

RE: MUNICIPAL INVESTMENT TRUST FUND,
    INTERMEDIATE TERM SERIES--303, DEFINED ASSET FUNDS--

Gentlemen:

  We have examined the post-effective Amendment to the Registration Statement
File No. 333-19681 for the above-captioned trust. We hereby acknowledge that
Kenny S&P Evaluation Services, a division of J. J. Kenny Co., Inc. is currently
acting as the evaluator for the trust. We hereby consent to the use in the
Amendment of the reference to Kenny S&P Evaluation Services, a division of J. J.
Kenny Co., Inc. as evaluator.

  In addition, we hereby confirm that the ratings indicated in the
above-referenced Amendment to the Registration Statement for the respective
bonds comprising the trust portfolio are the ratings currently indicated in our
KENNYBASE database.

  You are hereby authorized to file copies of this letter with the Securities
and Exchange Commission.

                                                      Sincerely,
                                                      FRANK A. CICCOTTO
                                                      Vice President



                                                                     Exhibit 5.1
                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Municipal Investment Trust Fund--Intermediate Term Series--303, Defined Asset
Funds

We consent to the use in this Post-Effective Amendment No. 3 to Registration
Statement No. 333-19681 of our opinion dated April 28, 2000 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "Miscellaneous--Auditors" in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
May 17, 2000



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