PRUDENTIAL UNIT TRUSTS INSURED TAX EXEMPT SERIES 39
497, 1995-09-08
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                                                       Rule 497 (d)

           PRUDENTIAL UNIT TRUSTS, INSURED TAX-EXEMPT SERIES 39
               AND INSURED MULTISTATE TAX-EXEMPT SERIES 24
                    SUPPLEMENT TO PROSPECTUS
                        September 8, 1995
               
               Effective September 1, 1995, the Trustee is The
Chase Manhattan Bank (National Association), a national banking
association with its principal executive office located at 1 Chase
Manhattan Plaza, New York, New York 10081 and its unit investment
office at 770 Broadway, New York, New York 10003.  The Trustee is
subject to supervision by the Comptroller of the Currency, the
Federal Deposit Insurance Corporation and the Board of Governors of
the Federal Reserve System.
               
               The prospectus included in the Registration
Statement for Prudential Unit Trusts, Insured Tax-Exempt Series 39
and Insured Multistate Tax-Exempt Series 24 are hereby incorporated
by reference.


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