REICH & TANG DISTRIBUTORS L.P.
600 Fifth Avenue
New York, New York 10020
(212) 830-5200
May 23, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New York Municipal Trust, Series 5
File No. 2-64475
Gentlemen:
As Sponsor of the above-referenced Trust, we are writing this letter
to certify that:
(1) the form of Prospectus that would have been filed under Rule
497(b) of the Securities Act of 1933, does not differ from that contained in the
most recent Post-Effective Amendment to the Registration Statement on Form S-6
(the "Registration Statement"), and
(2) the text of the most recent Registration Statement was filed
electronically with the Securities and Exchange Commission on April 25, 1996 and
became effective April 30, 1996 pursuant to Rule 485(b).
New York Municipal Trust, Series 5
REICH & TANG DISTRIBUTORS L.P.
By:/s/ Peter J. DeMarco
--------------------
Peter J. DeMarco
Authorized Signatory
189824.1
