PRUDENTIAL UNIT TRUSTS HIGH YIELD TAX EXEMPT SERIES 5, 497, 1995-01-05

PRUDENTIAL UNIT TRUSTS HIGH YIELD TAX EXEMPT SERIES 5
497, 1995-01-05

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                              Rule 497(j)
                              Registration No. 33-2327


Pursuant to Rule 497(j) promulgated under the Securities Act of
1933, the Registrant, Prudential Unit Trusts, High Yield Tax-Exempt
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 statement
     has been filed electronically.

                         PRUDENTIAL UNIT TRUSTS, 
                         High Yield Tax-Exempt Series 5

                         By: Prudential Securities Incorporated
                                  (Depositor)


                              Kenneth Swankie
                              Kenneth Swankie
                              Authorized Signatory