AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1994
REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM S-6

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

A. EXACT NAME OF TRUST:

MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES-64
DEFINED ASSET FUNDS

B. NAMES OF DEPOSITORS:

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

C. COMPLETE ADDRESSES OF DEPOSITORS' PRINCIPAL EXECUTIVE OFFICES:

MERRILL LYNCH, PIERCE, FENNER & SMITH           SMITH BARNEY SHEARSON INC.
           INCORPORATED                           TWO WORLD TRADE CENTER
          P.O. BOX 9051                                 101ST FLOOR
    PRINCETON, N.J. 08543-9051                     NEW YORK, N.Y. 10048


 PAINEWEBBER INCORPORATED     PRUDENTIAL SECURITIES      DEAN WITTER REYNOLDS
1285 AVE. OF THE AMERICAS         INCORPORATED                   INC.
   NEW YORK, N.Y. 10019        ONE SEAPORT PLAZA      TWO WORLD TRADE CENTER--
                                199 WATER STREET             59TH FLOOR
                              NEW YORK, N.Y.  10292     NEW YORK, N.Y. 10048

D. NAMES AND COMPLETE ADDRESSES OF AGENTS FOR SERVICE:

   TERESA KONCICK, ESQ.       THOMAS D. HARMAN, ESQ.      LEE B. SPENCER, JR.
       P.O BOX 9051            388 GREENWICH STREET        ONE SEAPORT PLAZA
PRINCETON, N.J. 08543-9051     NEW YORK, N.Y. 10013         199 WATER STREET
                                                          NEW YORK, N.Y. 10292

                                                           COPIES TO
   PHILIP BECKER           ROBERT E. HOLLEY       PIERRE DE SAINT PHALLE, ESQ.
 130 LIBERTY STREET--      1200 HARBOR BLVD.          450 LEXINGTON AVENUE
    29TH FLOOR           WEEHAWKEN, N.J. 07087        NEW YORK, N.Y. 10017
NEW YORK, N. Y. 10006

E. TITLE AND AMOUNT OF SECURITIES BEING REGISTERED:

An indefinite number of Units of Beneficial Interest pursuant to Rule 24f-2 promulgated under the Investment Company Act of 1940, as amended.

F. Proposed maximum offering price to the public of the securities being registered:

Indefinite

G. AMOUNT OF FILING FEE:

$500 (as required by Rule 24f-2)

H. APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the acquisition and deposit of the underlying securities.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

SUBJECT TO COMPLETION, PROSPECTUS DATED MAY 11, 1994


MUNICIPAL INVESTMENT TRUST FUND
MULTISTATE SERIES-64
20,000 UNITS DEFINED ASSET FUNDS

A FINAL PROSPECTUS FOR A PRIOR MULTISTATE SERIES OF MUNICIPAL INVESTMENT TRUST FUND, DEFINED ASSET FUNDS IS HEREBY INCORPORATED BY REFERENCE AND USED AS A PRELIMINARY PROSPECTUS FOR THIS SERIES. THE NARRATIVE INFORMATION AND STRUCTURE OF THE FINAL PROSPECTUS FOR THIS SERIES WILL BE SUBSTANTIALLY THE SAME AS THAT OF THE PREVIOUS PROSPECTUS, EXCEPT THAT THE TRUSTS TO BE INCLUDED IN THIS SERIES MAY REPRESENT DIFFERENT STATES THAN THOSE INCLUDED IN THE PREVIOUS SERIES. INFORMATION WITH RESPECT TO PRICING, THE NUMBER OF UNITS, DATES AND SUMMARY INFORMATION REGARDING THE CHARACTERISTICS OF SECURITIES TO BE DEPOSITED IN THE TRUSTS IN THIS SERIES IS NOT NOW AVAILABLE AND WILL BE DIFFERENT SINCE EACH TRUST IN THE SERIES HAS A UNIQUE PORTFOLIO. ACCORDINGLY, THE INFORMATION CONTAINED HEREIN WITH REGARD TO EACH TRUST SHOULD BE CONSIDERED AS BEING INCLUDED FOR INFORMATIONAL PURPOSES ONLY. RATINGS OF THE SECURITIES IN THE TRUSTS IN THIS SERIES ARE EXPECTED TO BE COMPARABLE TO THOSE OF THE SECURITIES DEPOSITED IN THE PREVIOUS SERIES. HOWEVER, THE ESTIMATED CURRENT AND LONG-TERM RETURNS FOR THE TRUSTS IN THIS SERIES WILL DEPEND ON THE INTEREST RATES AND OFFERING SIDE EVALUATION OF THE SECURITIES AND MAY VARY MATERIALLY FROM THOSE OF THE PREVIOUS SERIES. INVESTORS SHOULD CONTACT ACCOUNT EXECUTIVES OF THE UNDERWRITERS WHO WILL BE INFORMED OF THE EXPECTED EFFECTIVE DATE OF THIS SERIES AND WHO WILL BE SUPPLIED WITH COMPLETE INFORMATION WITH RESPECT TO SUCH SERIES ON THE DAY OF AND IMMEDIATELY PRIOR TO THE EFFECTIVENESS OF THE REGISTRATION STATEMENT RELATING TO UNITS OF THIS SERIES.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

PART II

ADDITIONAL INFORMATION NOT INCLUDED IN THE PROSPECTUS

A. The following information relating to the Depositors is incorporated by reference to the SEC filings indicated and made a part of this Registration Statement.

SEC FILE OR IDENTIFICATION NO.

I. Bonding Arrangements and Date of Organization of the Depositors filed pursuant to Items A and B of Part II of the Registration Statement on Form S-6 under the Securities Act of 1933:

Merrill Lynch, Pierce, Fenner & Smith Incorporated       2-52691
Prudential Securities Incorporated                       2-61418
Smith Barney Shearson Inc.                              33-29106
Dean Witter Reynolds Inc.                                2-60599
PaineWebber Incorporated                                 2-87965

II. Information as to Officers and Directors of the Depositors filed pursuant to Schedules A and D of Form BD under Rules 15b1-1 and 15b3-1 of the Securities Exchange Act of 1934:

Merrill Lynch, Pierce, Fenner & Smith Incorporated        8-7721
Prudential Securities Incorporated                       8-12321
Smith Barney Shearson Inc.                                8-8177
Dean Witter Reynolds Inc.                                8-14172
PaineWebber Incorporated                                 8-16267

III. Charter documents of the Depositors filed as Exhibits to the Registration Statement on Form S-6 under the Securities Act of 1933 (Charter, By-Laws):

Merrill Lynch, Pierce, Fenner & Smith
  Incorporated                                  2-73866, 2-77549
Prudential Securities Incorporated              2-86941, 2-86941
Smith Barney Shearson Inc.                              33-20499
Dean Witter Reynolds Inc.                       2-60599, 2-86941
PaineWebber Incorporated                        2-87965, 2-87965

B. The Internal Revenue Service Employer Identification Numbers of .\"the Sponsors and Co-Trustees are as follows:
the Sponsors and Trustee are as follows:

Merrill Lynch, Pierce, Fenner & Smith Incorporated    13-5674085
Prudential Securities Incorporated                    13-6134767
Smith Barney Shearson Inc.                            13-1912900
Dean Witter Reynolds Inc.                             94-1671384
PaineWebber Incorporated                              13-2638166
Bankers Trust Company                                 13-4941297

UNDERTAKING

The Sponsors undertake that they will not instruct the Trustee to accept from (i) Financial Guaranty Insurance Company, Municipal Bond Insurance Association or any other insurance company affiliated with any of the Sponsors, in settlement of any claim, less than an amount sufficient to pay any principal or interest (and, in the case of a taxability redemption, premium) then due on any Security in accordance with the municipal bond guaranty insurance policy attached to such Security or (ii) any affiliate of the Sponsors who has any obligation with respect to any Security, less than the full amount due pursuant to the obligation unless such instructions have been approved by the Securities and Exchange Commission pursuant to Rule 17d-1 under the Investment Company Act of 1940.

II-1

Supplemented final prospectuses from the following Series of Municipal Investment Trust Fund, Defined Asset Funds (all of which are incorporated herein by reference) may be used as preliminary prospectuses for this Series: Multistate Series 52 (Reg. No. 33-50889); Multistate Series 53 (Reg. No. 33-51051); Multistate Series 54 (Reg. No. 33-51199); Multistate Series 55 (Reg. No. 33-51607); Multistate Series 56 (Reg. No. 33-51981); Multistate Series 57 (Reg. No. 33-52183); Multistate Series
58 (Reg. No. 33-52547); Multistate Series 59 (Reg. No. 33-52549); Multistate Series 60 (Reg. No. 33-52755).

CONTENTS OF REGISTRATION STATEMENT

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 Municipal Investment Trust Fund, Multistate Series D, 1933 Act File No. 2-88883). The Prospectus.
Additional Information not included in The Prospectus (Part II). *Consent of independent public accountants.

The following exhibits:

      1.1        -- Form of Trust Indenture (incorporated by reference to
                    Exhibit 1.1 to the Registration Statement of Municipal
                    Investment Trust Fund, Multistate Series 48, Defined
                    Asset Funds, 1933 Act File No. 33-50247).

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

      1.2       --  Form of Master Agreement Among Underwriters (incorporated
                    by reference to Exhibit 1.2 to the Registration Statement
                    of The Corporate Income Fund, One Hundred Ninety-Fourth
                    Monthly Payment Series, 1933 Act File No. 2-90925).

      2.1       -- Form of Certificate of Beneficial Interest (included in
                   Exhibit 1.1.1).

     *3.1       -- Opinion of counsel as to the legality of the securities
                   being issued including their consent to the use of their
                   names under the headings "Taxes" and "Miscellaneous--
                   Legal Opinion" in the Prospectus.

     *4.1       -- Consent of the Evaluator.


__________

* To be filed with Amendment to the Registration Statement.

R-1

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT 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 11TH DAY OF MAY, 1994.

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 Executive Committee 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 Board of Directors of Smith Barney Shearson 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 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.

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.

R-2

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEPOSITOR

By the following persons, who constitute a        Powers of Attorney have been
   majority of the Board of Directors of          filed under Form SE and
   Merrill Lynch, Pierce, Fenner & Smith          the following 1933 Act
   Incorporated:                                  File Number: 33-43466

       HERBERT M. ALLISON, JR.
       BARRY S. FRIEDBERG
       EDWARD L. GOLDBERG
       STEPHEN L. HAMMERMAN
       JEROME P. KENNEY
       DAVID H. KOMANSKY
       DANIEL T. NAPOLI
       THOMAS H. PATRICK
       JOHN L. STEFFENS
       DANIEL P. TULLY
       ROGER M. VASEY
       ARTHUR H. ZEIKEL

By ERNEST V. FABIO
(As authorized signatory for

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Attorney-in-fact for the persons listed above)

R-3

PRUDENTIAL SECURITIES INCORPORATED
DEPOSITOR

By the following persons,                Powers of Attorney have been
   who constitute a majority of            filed under Form SE and
   the Executive Committee of              the following 1933 Act
   the Board of Directors of               File Number: 33-41631
   Prudential Securities Incorporated:


    JAMES T. GAHAN
    ALAN D. HOGAN
    HOWARD A. KNIGHT
    GEORGE A. MURRAY
    LELAND B. PATON
    HARDWICK SIMMONS

By RICHARD R. HOFFMANN
(As authorized signatory for

Prudential Securities Incorporated and Attorney-in-fact for the persons listed above)

R-4

SMITH BARNEY SHEARSON INC.
DEPOSITOR

By the following persons,                Powers of Attorney have
   who constitute a majority of             been filed under the
   the Board of Directors of                1933 Act File
   Smith Barney Shearson Inc.:              Numbers: 33-49753
                                            and 33-51607

    RONALD A. ARTINIAN
    STEVEN D. BLACK
    JAMES BOSHART III
    ROBERT A. CASE
    ROBERT K. DIFAZIO
    JAMES DIMON
    ROBERT DRUSKIN
    HERBERT DUNN
    TONI ELLIOTT
    LEWIS GLUCKSMAN
    ROBERT F. GREENHILL
    THOMAS GUBA
    HENRY U. HARRIS
    JOHN B. HOFFMAN
    A. RICHARD JANIAK, JR.
    ROBERT Q. JONES
    ROBERT B. KANE
    JEFFREY LANE
    JACK H. LEHMAN III
    ROBERT H. LESSIN
    JOEL N. LEVY
    THOMAS A. MAGUIRE, JR.
    JOHN J. McATEE, JR.
    HOWARD D. MARSH
    JOHN F. McCANN
    WILLIAM J. MILLS II
    JOHN C. MORRIS
    CHARLES O'CONNOR
    HUGH J. O'HARE
    JOSEPH J. PLUMERI II
    JACK L. RIVKIN
    A. GEORGE SAKS
    BRUCE D. SARGENT
    DON M. SHAGRIN
    DAVID M. STANDRIDGE
    MELVIN B. TAUB
    JACQUES S. THERIOT
    STEPHEN J. TREADWAY
    PAUL UNDERWOOD
    PHILIP M. WATERMAN


    By  GINA LEMON
       (As authorized signatory for
       Smith Barney Shearson Inc. and

Attorney-in-fact for the persons listed above)

R-5

DEAN WITTER REYNOLDS INC.
DEPOSITOR

By the following persons,         Powers of Attorney have been
   who constitute a majority of     filed under Form SE and
   the Board of Directors of        the following 1933 Act
   Dean Witter Reynolds Inc.:       File Number: 33-17085

       NANCY DONOVAN
       CHARLES A. FIUMEFREDDO
       JAMES F. HIGGINS
       STEPHEN R. MILLER
       PHILIP J. PURCELL
       THOMAS C. SCHNEIDER
       WILLIAM B. SMITH

By MICHAEL D. BROWNE
(As authorized signatory for

Dean Witter Reynolds Inc. and Attorney-in-fact for the persons listed above)

R-6

PAINEWEBBER INCORPORATED
DEPOSITOR

By the following persons, who                Powers of Attorney have
   constitute a majority of the                been filed under
   Executive Committee of the                  Form SE and the
   Board of Directors of                       following 1933 Act
   PaineWebber Incorporated:                   File Number: 33-28452


           JOHN A. BULT
           PAUL B. GUENTHER
           DONALD B. MARRON
           RONALD M. SCHWARTZ
           JAMES C. TREADWAY


           By  ROBERT E. HOLLEY
              (As authorized signatory for
              PaineWebber Incorporated and

Attorney-in-fact for the persons listed above)

R-7