GLICKENHAUS & CO.
6 East 43rd Street, 10th Floor
New York, New York 10017
(212) 953-7532
October 4, 1995
VIA EDGAR
Securities and Exchange C mmission 450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Empire State Municipal Exempt Trust, Guaranteed
Series 49
File No. 33-28268
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 September 27, 1995
and became effective September 29, 1995 pursuant to Rule 485(b).
Empire State Municipal Exempt Trust,
Guaranteed Series 49
GLICKENHAUS & CO.
LEBENTHAL & CO. INC.
By: Brian Laux
as agent for the Sponsors
307339.1
