ING FUNDS DISTRIBUTOR, INC.
230 Park Avenue
New York, New York 10169
(212) 309-8650
November 30, 2000
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Municipal Securities Trust, Multi-State Series 38
File No. 33-29989
Gentlemen:
As Sponsor 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 October 27,
2000 and became effective October 28, 2000 pursuant to Rule 485(b).
Municipal Securities Trust, Multi-State Series 38
ING FUNDS DISTRIBUTOR, INC.
By: /s/ Peter J. DeMarco
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Peter J. DeMarco
Authorized Signatory
