MUNICIPAL INVEST TR FD INTERM TERM SER 304 DEF ASSET FDS
485BPOS, 2000-07-19
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     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2000

                                                      REGISTRATION NO. 333-23333
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       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--304
                              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,                               SALOMON SMITH BARNEY INC.
     FENNER & SMITH                                         388 GREENWICH
      INCORPORATED                                       STREET--23RD FLOOR
   DEFINED ASSET FUNDS                                   NEW YORK, NY 10013
  POST OFFICE BOX 9051
PRINCETON, NJ 08543-9051
</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:
                            PIERRE DE SAINT PHALLE,
   LEE B. SPENCER, JR.               ESQ.                DOUGLAS LOWE, ESQ.
   ONE NEW YORK PLAZA        450 LEXINGTON AVENUE     DEAN WITTER REYNOLDS INC.
   NEW YORK, NY 10292         NEW YORK, NY 10017           TWO WORLD TRADE
                                                         CENTER--59TH FLOOR
                                                         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 July 28,
2000 pursuant to paragraph (b) of Rule 485.  /X/
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                           DEFINED ASSET FUNDS-REGISTERED TRADEMARK-
                           ----------------------------------------------------

                           MUNICIPAL INVESTMENT TRUST FUND
                           INTERMEDIATE TERM SERIES--304
                           (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 July 28, 2000.

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

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

Defined Asset Funds offer a number of advantages:
   - A disciplined strategy of buying and holding with a long-term view is the
     cornerstone of Defined Asset Funds.
   - Fixed portfolio: Defined Funds follow a buy and hold investment strategy;
     funds are not managed and portfolio changes are limited.
   - Defined Portfolios: We choose the stocks and bonds in advance, so you know
     what you're investing in.
   - Professional research: Our dedicated research team seeks out stocks or
     bonds appropriate for a particular fund's objectives.
   - Ongoing supervision: We monitor each portfolio on an ongoing basis.

No matter what your investment goals, tolerance for risk or time horizon,
there's probably a Defined Asset Fund that suits your investment style. Your
financial professional can help you select a Defined Asset Fund that works best
for your investment portfolio.

THE FINANCIAL INFORMATION IN THIS PROSPECTUS IS AS OF APRIL 30, 2000, THE
EVALUATION DATE.

CONTENTS

<TABLE>
<CAPTION>
                                                    PAGE
                                                    ----
<S>                                                 <C>
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...............................   12
  Fund Termination................................   12
  Certificates....................................   12
  Trust Indenture.................................   12
  Legal Opinion...................................   13
  Auditors........................................   13
  Sponsors........................................   14
  Trustee.........................................   14
  Underwriters' and Sponsors' Profits.............   14
  Public Distribution.............................   14
  Code of Ethics..................................   14
  Year 2000 Issues................................   15
Taxes.............................................   15
Supplemental Information..........................   16
Financial Statements..............................  D-1
</TABLE>

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

RISK/RETURN SUMMARY

 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 7 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 17 intermediate term tax-exempt municipal
   bonds with a current aggregate face amount of $8,125,000.
 - 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 (May 29, 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.
 - 12% of the bonds are backed by bank letters of credit.
 - 28% 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>
<CAPTION>
                                                    APPROXIMATE
                                                     PORTFOLIO
                                                    PERCENTAGE
<S>                                                 <C>
-Airports/Ports/Highways                                   3%
-Financial Institutions                                   24%
-General Obligation                                       13%
-Hospitals/Health Care                                     7%
-Housing                                                  16%
-Lease Rental                                              8%
-Refunded Bonds                                           12%
-Special Tax                                              11%
-Natural Resources                                         6%
</TABLE>

 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.

                                       3
<PAGE>
                              DEFINING YOUR INCOME

<TABLE>
<S>                                                 <C>
WHAT YOU MAY EXPECT (Payable on the 25th day of
each month):
Regular Monthly Income per unit                     $4.12
Annual Income per unit                              $49.53
RECORD DAY: 10th day of each month
THESE FIGURES ARE ESTIMATES ON THE EVALUATION DATE; ACTUAL
PAYMENTS MAY VARY.
</TABLE>

 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.

<TABLE>
<S>                                                 <C>
INVESTOR FEES
Maximum Sales Fee (Load) on ne
purchases (as a percentage of
$1,000 invested)                                    2.75%
</TABLE>

   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>
<CAPTION>
                                                    YOUR MAXIMUM
                                                     SALES FEE
                  IF YOU INVEST:                      WILL BE:
                  --------------                    ------------
<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>

   ESTIMATED ANNUAL FUND OPERATING EXPENSES

<TABLE>
<CAPTION>
                                                     AMOUNT
                                                    PER UNIT
                                                    --------
<S>                                                 <C>
Trustee's Fee                                        $0.69
Portfolio Supervision,
 Bookkeeping and
 Administrative Fees
 (including updating
 expenses)                                           $0.54
Organization Costs                                   $0.14
Evaluator's Fee                                      $0.20
Other Operating Expenses                             $0.25
                                                     -----
TOTAL                                                $1.82
</TABLE>

   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 after 1987 and were
   outstanding on March 31, 2000. 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 3/31/00.

<TABLE>
<CAPTION>
                       WITH SALES FEE                          NO SALES FEE
               1 YEAR      5 YEARS     10 YEARS       1 YEAR      5 YEARS     10 YEARS
<S>         <C>           <C>         <C>          <C>           <C>         <C>
----------------------------------------------------------------------------------------
High               6.27%      5.24%       5.85%           6.49%      6.16%       6.36%
Average           -0.24       4.50        5.60            1.66       5.31        6.11
Low               -5.87       2.96        5.37           -3.23       3.63        5.87
----------------------------------------------------------------------------------------
Average
Sales fee          1.94%      4.02%       4.99%
----------------------------------------------------------------------------------------
</TABLE>

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.

 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.

                                       4
<PAGE>

<TABLE>
<S>                                                 <C>
UNIT PRICE PER UNIT                                 $985.53
(as of April 30, 2000)
</TABLE>

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

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

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

   Interest on approximately   % of the bonds will be taken into account in
   determining your preference items for alternative minimum tax purposes. A
   portion of the income may also be exempt from state and local personal income
   taxes, depending on where you live.

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

12. WHAT OTHER SERVICES ARE AVAILABLE?

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

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

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

<TABLE>
<CAPTION>
                                        EFFECTIVE
    TAXABLE INCOME 2000*                  % TAX                            TAX-FREE YIELD OF
    SINGLE RETURN       JOINT RETURN     BRACKET     3%     3.5%     4%     4.5%     5%      5.5%      6%      6.5%
                                                                  IS EQUIVALENT TO A TAXABLE YIELD OF
    <S>               <C>               <C>        <C>     <C>     <C>     <C>     <C>      <C>      <C>      <C>
    -----------------------------------------------------------------------------------------------------------------
    $      0- 26,250  $      0- 43,850     15.00    3.53    4.12    4.71    5.29     5.88     6.47     7.06     7.65
    -----------------------------------------------------------------------------------------------------------------
    $ 26,251- 63,550  $ 43,851-105,950     28.00    4.17    4.86    5.56    6.25     6.94     7.64     8.33     9.03
    -----------------------------------------------------------------------------------------------------------------
    $ 63,551-132,600  $105,951-161,450     31.00    4.35    5.07    5.80    6.52     7.25     7.97     8.70     9.42
    -----------------------------------------------------------------------------------------------------------------
    $132,601-288,350  $161,451-288,350     36.00    4.69    5.47    6.25    7.03     7.81     8.59     9.38    10.16
    -----------------------------------------------------------------------------------------------------------------
       OVER $288,350     OVER $288,350     39.60    4.97    5.79    6.62    7.45     8.28     9.11     9.93    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>
<CAPTION>
    INCOME+             MAXIMUM 'PREFERENCE' INCOME
                           WITHOUT TRIGGERING AMT
                          (STATE INCOME TAX RATES)
    SINGLE++  JOINT++      0%        7%       11%
    <S>       <C>       <C>       <C>       <C>
    ------------------------------------------------
</TABLE>

                                                                        NOTES:
<TABLE>
<CAPTION>
    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
    ------------------------------------------------
</TABLE>

                                                                         +
                                                                         Regular
                                                                         taxable
                                                                          income
                                                                           plus
<TABLE>
<CAPTION>
    INCOME+             MAXIMUM 'PREFERENCE' INCOME
                           WITHOUT TRIGGERING AMT
                          (STATE INCOME TAX RATES)
    SINGLE++  JOINT++      0%        7%       11%
    <S>       <C>       <C>       <C>       <C>
    $ 30,000            $19,000   $16,000   $14,000
    --
</TABLE>

                                                                          income
                                                                           taxes
                                                                           and
                                                                        personal
                                                                     exemptions.
<TABLE>
<CAPTION>
    INCOME+             MAXIMUM 'PREFERENCE' INCOME
                           WITHOUT TRIGGERING AMT
                          (STATE INCOME TAX RATES)
    SINGLE++  JOINT++      0%        7%       11%
    <S>       <C>       <C>       <C>       <C>
              $100,000  $24,000   $15,000   $11,000
    ------------------------------------------------
</TABLE>

                                                                        ++
                                                                        Assuming
                                                                           no
                                                                     dependents.
<TABLE>
<CAPTION>
    INCOME+             MAXIMUM 'PREFERENCE' INCOME
                           WITHOUT TRIGGERING AMT
                          (STATE INCOME TAX RATES)
    SINGLE++  JOINT++      0%        7%       11%
    <S>       <C>       <C>       <C>       <C>
    $ 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>

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 28 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

                                       9
<PAGE>
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:

  - 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.
In addition, you may exchange into this Fund from certain other Defined Asset
Funds and unit trusts. 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

                                       10
<PAGE>
some of the costs of organizing the Fund including:

  - cost of initial preparation of legal documents;
  - federal and state registration fees;
  - initial fees and expenses of the Trustee;
  - initial audit; and
  - legal expenses and other out-of-pocket expenses.

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

EVALUATIONS

An independent Evaluator values the bonds on each business day (excluding
Saturdays, Sundays and the following holidays as observed by the New York Stock
Exchange: New Year's Day, Presidents' Day, Martin 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

                                       11
<PAGE>
Fund will owe the excess. The Trustee has a lien on Fund assets to secure
reimbursement of Fund expenses and may sell bonds if cash is not available.

PORTFOLIO CHANGES

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

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

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

We decide whether or not to offer units for sale that we acquire in the
secondary market after reviewing:

  - 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

                                       12
<PAGE>
the Trustee. The following summarizes certain provisions of the Indenture.

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

  - to cure ambiguities;
  - to correct or supplement any defective or inconsistent provision;
  - to make any amendment required by any governmental agency; or
  - to make other changes determined not to be materially adverse to your best
    interest (as determined by the Sponsors).

Investors holding 51% of the units may amend the Indenture. Every investor must
consent to any amendment that changes the 51% requirement. No amendment may
reduce your interest in the Fund without your written consent.

The Trustee may resign by notifying the Sponsors. The Sponsors may remove the
Trustee without your consent if:

  - it fails to perform its duties and the Sponsors determine that its
    replacement is in your best interest; or
  - it becomes incapable of acting or bankrupt or its affairs are taken over by
    public authorities.

Investors holding 51% of the units may remove the Trustee. The Evaluator may
resign or be removed by the Sponsors and the Trustee without the consent of
investors. The resignation or removal of either 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.

                                       13
<PAGE>
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 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

                                       14
<PAGE>
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.

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 issuers (or other users of bond proceeds) 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.

                                       15
<PAGE>
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.
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.

NEW YORK 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 - 304,
DEFINED ASSET FUNDS


REPORT OF INDEPENDENT ACCOUNTANTS


The Sponsors, Trustee and Holders
  of Municipal Investment Trust Fund,
  Intermediate Term Series - 304,
  Defined Asset Funds:

We have audited the accompanying statement of condition of Municipal
Investment Trust Fund, Intermediate Term Series - 304, Defined Asset
Funds, including the portfolio, as of April 30, 2000 and the related
statements of operations and of changes in net assets for the years
ended April 30, 2000 and 1999 and the period May 31, 1997 to April
30, 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 April 30, 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 - 304, Defined Asset
Funds at April 30, 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.
July 5, 2000


                                      D - 1
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS

STATEMENT OF CONDITION
AS OF APRIL 30, 2000

<TABLE>
<S>                                                <C>           <C>
TRUST PROPERTY:
  Investment in marketable securities - at value
    (cost $7,897,605)(Note 1)......................                 $ 7,895,080
  Accrued interest receivable......................                     123,633
  Accrued interest on segregated bonds................                    2,440
  Deferred organization costs (Note 6).............                       4,078
                                                                   _____________

              Total trust property.................                   8,025,231

LESS LIABILITIES:
  Advance from Trustee.............................   $      966
  Accrued expenses.................................        6,600          7,566
                                                    _____________  _____________

NET ASSETS, REPRESENTED BY:
  8,261 units of fractional undivided
    interest outstanding (Note 3)..................    7,995,066
  Undistributed net investment income..............       22,599
                                                    _____________
                                                                     $8,017,665
                                                                   =============
UNIT VALUE ($8,017,665/8,261 units)................                     $970.54
                                                                   =============
</TABLE>

                       See Notes to Financial Statements.


                                      D - 2
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             May 31,
                                                                               1997
                                                                                 to
                                                Years Ended  April 30,     April 30,
                                                 2000            1999          1998
                                             _________________________________________
<S>                                        <C>          <C>          <C>
INVESTMENT INCOME:
  Interest income...........................    $455,793     $488,013     $489,869
  Interest income on segregated bonds.......       6,543       12,892       16,890
  Trustee's fees and expenses...............      (9,648)      (9,721)      (7,796)
  Sponsors' fees............................      (3,192)      (4,497)      (4,302)
  Organizational expenses...................      (2,040)      (2,040)      (2,040)
                                             _________________________________________
  Net investment income.....................     447,456      484,647      492,621
                                             _________________________________________

REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Realized gain on securities sold
    or redeemed.............................         202        3,183       23,229
  Unrealized appreciation (depreciation)
    of investments..........................    (469,410)     202,429      264,456
                                             _________________________________________

  Net realized and unrealized gain (loss)
    on investments..........................    (469,208)     205,612      287,685
                                             _________________________________________

NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.................    $(21,752)    $690,259     $780,306
                                             =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 3
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                May 31,
                                                                                  1997
                                                                                    to
                                                  Years Ended  April 30,      April 30,
                                                   2000            1999           1998
                                               _________________________________________
<S>                                          <C>          <C>          <C>
OPERATIONS:
  Net investment income.......................  $  447,456   $  484,647   $   492,621
  Realized gain on securities sold
    or redeemed...............................         202        3,183        23,229
  Unrealized appreciation (depreciation)
    of investments............................    (469,410)     202,429       264,456
                                               _________________________________________
  Net increase (decrease) in net assets
    resulting from operations.................     (21,752)     690,259       780,306
                                               _________________________________________

DISTRIBUTIONS TO HOLDERS (Note 2):
  Income......................................    (440,847)    (474,900)     (445,755)
  Principal...................................     (71,868)     (24,125)
                                               _________________________________________
  Total distributions.........................    (512,715)    (499,025)     (445,755)
                                               _________________________________________
CAPITAL SHARE TRANSACTIONS - Redemptions of
  1,050, 127 and 760 units, respectively......  (1,033,375)    (130,317)     (770,762)

DEFERRED SALES CHARGE (Note 5)................    (128,285)    (128,596)     (125,404)
                                               _________________________________________
NET DECREASE IN NET ASSETS....................  (1,696,127)     (67,679)     (561,615)

NET ASSETS AT BEGINNING OF PERIOD.............   9,713,792    9,781,471    10,343,086
                                               _________________________________________
NET ASSETS AT END OF PERIOD...................  $8,017,665   $9,713,792   $ 9,781,471
                                               =========================================
PER UNIT:
  Income distributions during period..........      $49.77       $50.38        $43.71
                                               =========================================
  Principal distributions during period.......       $7.88        $2.56
                                               =========================================
  Net asset value at end of period............     $970.54    $1,043.26     $1,036.39
                                               =========================================
TRUST UNITS OUTSTANDING AT END OF PERIOD......       8,261        9,311         9,438
                                               =========================================
</TABLE>

                       See Notes to Financial Statements.


                                      D - 4
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
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 May 31, 1997 was based upon offer side evaluations
          at May 29, 1997, the day prior to the Date of Deposit. Cost
          of securities at May 31, 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 8,261 units at Date of Deposit..............    $8,378,529
      Redemptions of units - net cost of 1,937 units
        redeemed less redemption amounts..................        34,401
      Realized gain on securities sold or redeemed........        26,614
      Principal distributions.............................       (95,993)
      Deferred sales charge...............................      (382,285)
      Interest income on segregated bonds.................        36,325
      Net unrealized depreciation of investments..........        (2,525)
                                                           ______________

      Net capital applicable to Holders...................    $7,995,066
                                                           ==============
</TABLE>

  4.  INCOME TAXES

      As of April 30, 2000, net unrealized depreciation of investments, based
      on cost for Federal income tax purposes, aggregated $2,525, of which
      $61,844 related to appreciated securities and $64,369 related to
      depreciated securities. The cost of investment securities for Federal
      income tax purposes was $7,897,605 at April 30, 2000.


                                      D - 5
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS


NOTES TO FINANCIAL STATEMENTS


  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 - 304,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF APRIL 30, 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 Allen Cnty., IN, Redev. Dist., Tax      (b)       $  100,000   1.000%   2005         None             $   67,200   $    74,335
   Increment Rev. Bonds of 1997                         365,000   1.000    2006         None                237,940       263,526
   (General Motors Econ. Dev. Area)                     400,000   1.000    2006         None                254,980       281,424

 2 Iowa Fin. Auth., Indl. Dev. Rev.        A1(m)(a)   1,000,000   5.700    2007(8)      03/01/07          1,006,740       991,940
   and Rfdg. Bonds (T.D. Marc. Inc.,                                                    @ 100.000
   Proj), Ser. 1997 (Mercantile Bank
   of St. Louis, N.A. Letter of
   Credit St. Louis, MO)(AMT)(5)(6)

 3 Iowa Fin. Auth., Solid Waste Disp.      (b)          500,000   6.000    2007(8)      06/01/07            503,735       487,180
   Rev. Bonds (Ipsco Proj), Ser 1997                                                    @ 100.000
   (AMT)(5)(6)

 4 Michigan Higher Educ. Stud. Loan        Aaa(m)       500,000   5.600    2009         06/01/06            500,000       497,160
   Auth., Stud. Loan Rev. Bonds Ser.                                                    @ 102.000
   XVII - A (AMBAC Ins.)(AMT)(4)(5)

 5 Nevada Hsg. Div., Single Family         Aaa(m)       195,000   5.700    2007         None                196,443       196,609
   Mtge. Bonds, 1997 Ser B-1 Sr. Bonds
   (AMT)(5)

 6 New Jersey Higher Educ. Asst.           AAA        1,420,000   5.550    2009         06/01/07          1,420,000     1,417,827
   Auth., Stud. Loan Rev. Bonds, Ser.                                                   @ 102.000
   1997 A (MBIA Ins.)(AMT)(4)(5)

 7 New Mexico Mtge. Fin. Auth. Single      Aaa(m        270,000   5.650    2009         01/01/07            270,000       270,562
   Family Mtge. Prog. Bonds, Ser. 1997                                                   @ 102.000
   C-2 (AMT)(5)                                         230,000   5.650    2009         01/01/07            230,000       230,478
                                                                                        @ 102.000

 8 The City of New York, NY G.O.           A(f)         210,000   5.900    2005         08/01/04            216,844       216,338
   Bonds, Fiscal Ser. 1994 H Subseries                                                  @ 101.500
</TABLE>


                                      D - 7
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF APRIL 30, 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>

 9 The City of New York, NY, G.O.          A(f)      $  750,000   6.500%   2006         None             $  801,660    $  793,748
   Bonds, Fiscal Ser. 1997 I

10 City of El Paso, TX, Arpt. Rev.         AAA          250,000   5.500    2009         08/15/03            248,877       250,350
   Bonds (El Paso Intl. Arpt.), Ser.                                                    @ 100.000
   1996 (Financial Guaranty
   Ins.)(AMT)(4)(5)

11 Utah Association of Counties,           (b)          455,000   6.300    2008         05/15/07            460,009       455,751
   Certs. of Part., Ser. 1997                                                           @ 100.000

12 Washington State Hsg. Fin. Comm.,       Aaa(m)       205,000   5.450    2005         None                205,691       204,949
   Single Family Prog. Bonds, 1997
   Ser. 2A (AMT)(5)

13 Wisconsin Hlth. and Educl. Facs.        A2(m)         95,000   5.500    2007         04/01/02             95,000        92,861
   Auth., Rev. Rfdg. Bonds (Community                                                   @ 102.000
   Mem. Hosp. of Menomonee Falls,                       175,000   5.600    2008         04/01/02            175,000       171,165
   Inc.), Ser. 1997                                                                     @ 102.000
                                                        300,000   5.700    2009         04/01/02            300,000       293,835
                                                                                        @ 102.000

14 Wisconsin Hsg. and Econ. Dev.           AA           235,000   5.300    2005         None                234,241       233,538
   Auth., Home Ownership Rev. Bonds,
   Ser. 1997 B (AMT)(5)

15 Wyoming Cmnty. Dev. Auth., Hsg.         AA           220,000   5.500    2004         None                221,342       220,783
   Rev. Bonds, 1997 Ser. 2 (AMT)(5)                     120,000   5.800    2007         06/01/07            120,937       120,650
                                                                                        @ 102.000

16 Uinta Cnty. Sch. Dist. Number One,      AA            90,000   4.550    2000         None                 90,000        89,990
   WY, Tax-Exempt G.O. Rfdg. Bonds,
   Ser. 1997 (Asset Guaranty
   Ins.)(4)(7)
</TABLE>


                                      D - 8
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS

PORTFOLIO
AS OF APRIL 30, 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>

17 Commonwealth of Puerto Rico, G.O.       A         $   40,000   5.500%   2000         None             $   40,966    $   40,081
   Pub. Imp. Bonds, Ser. 1997 (7)



                                                   ______________                                     ______________ ______________
TOTAL                                                $8,125,000                                          $7,897,605    $7,895,080
                                                   ==============                                     ============== ==============
</TABLE>

                             See Notes to Portfolio.


                                      D - 9
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS


NOTES TO PORTFOLIO
AS OF APRIL 30, 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)".


                                     D - 10
<PAGE>

MUNICIPAL INVESTMENT TRUST FUND,
INTERMEDIATE TERM SERIES - 304,
DEFINED ASSET FUNDS


NOTES TO PORTFOLIO
AS OF APRIL 30, 2000

   (6) The stated maturity dates of the bonds in Portfolio Numbers 2
       and 3 are March 1, 2017 and June 1, 2027, respectively; however,
       the Trustee is required to cause them to be repurchased or
       redeemed at par on the dates shown unless the Trustee is able to
       sell them at a higher price before they are required to be
       repurchased or redeemed.

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

   (8) Bonds with an aggregate face amount of $1,500,000 have been
       pre-refunded and are expected to be called for redemption on
       the optional redemption provision dates shown.


                                     D - 11

<PAGE>
              Defined
            Asset Funds-Registered Trademark-

<TABLE>
<S>                                      <C>
HAVE QUESTIONS ?                         MUNICIPAL INVESTMENT TRUST FUND
Request the most recent free             INTERMEDIATE TERM SERIES--304
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.
                                         333-23333) 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.
                                                                     11557--7/00
</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--304
                              DEFINED ASSET FUNDS

                                   SIGNATURES

    PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT,
MUNICIPAL INVESTMENT TRUST FUND, INTERMEDIATE TERM SERIES--304, 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 19TH DAY OF
JULY, 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 GINA LEMON
       (As authorized signatory for
       Salomon Smith Barney Inc. and
       Attorney-in-fact for the persons listed above)

                                      R-4
<PAGE>
                       PRUDENTIAL SECURITIES INCORPORATED
                                   DEPOSITOR

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

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

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

                                      R-5
<PAGE>
                            PAINEWEBBER INCORPORATED
                                   DEPOSITOR

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

     MARGO N. ALEXANDER
     TERRY L. ATKINSON
     BRIAN M. BAREFOOT
     STEVEN P. BAUM
     MICHAEL CULP
     REGINA A. DOLAN
     JOSEPH J. GRANO, JR.
     EDWARD M. KERSCHNER
     JAMES P. MacGILVRAY
     DONALD B. MARRON
     ROBERT H. SILVER
     MARK B. SUTTON

     By ROBERT E. HOLLEY
       (As authorized signatory for
       PaineWebber Incorporated
       and Attorney-in-fact for the persons listed above)

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

<TABLE>
<S>                                       <C>
By the following persons, who constitute  Powers of Attorney have been filed
  a majority of                             under Form SE and the following 1933
  the Board of Directors of Dean Witter     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


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