PRUDENTIAL BACHE UNIT TRUSTS TAX EXEMPT SERIES 5, 497J, 1994-10-05

PRUDENTIAL BACHE UNIT TRUSTS TAX EXEMPT SERIES 5
497J, 1994-10-05

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                                              Rule 497(j)
                                              Reg. No. 2-97788

Pursuant to Rule 497(j) promulgated under the Securities Act of
1933, the Registrant, Prudential Unit Trusts, Tax-Exempt Series 5
and Insured Multistate Tax-Exempt Series 4 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.

                         PRUDENTIAL UNIT TRUSTS
                         Tax-Exempt Series 5
                         Insured Multistate Tax-Exempt Series 4 

                         (Registrant)
                 
                         By:  Prudential Securities Incorporated

                                                                
                              Richard R. Hoffmann      
                              Richard R. Hoffmann
                              First Vice President
                              Authorized Signatory

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