August 5, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Empire State Municipal Exempt Trust,
Guaranteed Series 28
File No. 33-6058
Gentlemen:
As Sponsors 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 July 29,
1996 and became effective July 31, 1996 pursuant to Rule 485(b).
Empire State Municipal Exempt Trust,
Guaranteed Series 28
GLICKENHAUS & CO.
LEBENTHAL & CO. INC.
By:
Brian Laux
as agent for the Sponsors
C/M: 10726.0057 293290.1
