PRUDENTIAL UNIT TRUSTS INSURED TAX EXEMPT SERIES 39, 497J, 1994-02-04

PRUDENTIAL UNIT TRUSTS INSURED TAX EXEMPT SERIES 39
497J, 1994-02-04

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                              Rule 497(j)
                              Registration No. 33-22809
                              Registration No. 33-22262


Pursuant to Rule 497(j) promulgated under the Securities Act of
1933, the Registrant, Prudential Unit Trusts, Insured Tax-Exempt
Series 39 and Insured Multistate Tax-Exempt Series 24 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 39
                         Insured Multistate Tax-Exempt Series 24


                         By: Prudential Securities Incorporated
                                  (Depositor)


                             Richard R. Hoffmann
                             Richard R. Hoffmann
                             Authorized Signatory