NATIONAL EQUITY TRUST OTC GROWTH TRUST SERIES 5, 497J, 2000-02-04

NATIONAL EQUITY TRUST OTC GROWTH TRUST SERIES 5
497J, 2000-02-04

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                                              Rule 497(j)
                                              Reg. No. 333-94591
Pursuant to Rule 497(j) promulgated under the Securities Act of
1933, the Registrant,  National  Equity Trust,  OTC Growth Trust Series 5 hereby
certifies as follows:

1)   the form of  prospectus  that would have been filed under  paragraph (b) of
     Rule 497 does not differ from that con- tained in the most recent amendment
     to the registration statement, and

2)   the text of the said  amendment  to the  registration  state- ment has been
     filed electronically.

                                  NATIONAL EQUITY TRUST
                                  OTC GROWTH TRUST SERIES 5
                                  (Registrant)

                                  By:  Prudential Securities
                                       Incorporated

                                       Richard R. Hoffmann
                                       First Vice President
                                       Authorized Signatory


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C.  20549