PRUDENTIAL UNIT TRUSTS INSURED TAX EXEMPT SERIES 5, 497J, 1994-08-05

PRUDENTIAL UNIT TRUSTS INSURED TAX EXEMPT SERIES 5
497J, 1994-08-05

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                              Rule 497(j)
                              Registration No. 2-96743
                              Registration No. 2-96463


Pursuant to Rule 497(j) promulgated under the Securities Act of
1933, the Registrant, Prudential Unit Trusts, Insured Tax-Exempt
Series 5 and Tax-Exempt Series 2 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 contained in
the most recent amendment to the registration statement, and

2)   the text of the said amendment to the registration statement
has been filed electronically.

                         PRUDENTIAL UNIT TRUSTS, 
                         Insured Tax-Exempt Series 5  
                         Tax-Exempt Series 2 


                         By: Prudential Securities Incorporated
                                  (Depositor)


                             Richard R. Hoffmann
                             Richard R. Hoffmann
                             Authorized Signatory