<PAGE>
As filed with the Securities and Exchange Commission on
February 14, 1994
National Equity Trust Shares 5
File No. 33-45331
Investment Company Act No. 811-5046
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-6
For Registration Under the Securities Act of 1933 of Securities
of Unit Investment Trusts Registered on Form N-8B-2
A. Exact name of Trust:
NATIONAL EQUITY TRUST SHARES 5
B. Name of Depositor:
PRUDENTIAL SECURITIES INCORPORATED
C. Complete address of Depositor's principal
executive office:
One Seaport Plaza
199 Water Street
New York, New York 10292
D. Name and complete address of agents for service:
LEE B. SPENCER, JR., ESQ.
PRUDENTIAL SECURITIES INCORPORATED
One Seaport Plaza
199 Water Street
New York, New York 10292
Copy to:
KENNETH W. ORCE, ESQ.
CAHILL GORDON & REINDEL
80 Pine Street
New York, New York 10005<PAGE>
The Registrant has registered an indefinite number of Units of
Beneficial Interest pursuant to Rule 24f-2 promulgated under
the Investment Company Act of 1940, as amended.
Check box if it is proposed that this filing should
/x/ become effective immediately upon filing pursuant to
paragraph(b) of Rule 485.
Pursuant to the requirements of Rule 24f-2(b)(3)
promulgated under the Investment Company Act of 1940, as
amended, the election to register an indefinite number of Units
of NATIONAL EQUITY TRUST SHARES 5 is hereby terminated
effective January 31, 1994. This Post-Effective Amendment No.
1 is being filed pursuant to Rule 485(b) promulgated under the
Securities Act of 1933, as amended, for the purpose of
terminating the Rule 24f-2 election.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant, National Equity Trust Shares 5, certifies
that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, all
in The City of New York and State of New York on the 11th day
of February, 1994.
NATIONAL EQUITY TRUST SHARES 5
(Registrant)
By: PRUDENTIAL SECURITIES INCORPORATED
(Depositor)
By the following persons,* who constitute a
majority of the Board of Directors of
Prudential Securities Incorporated
Alan D. Hogan
Howard A. Knight
George A. Murray
John P. Murray
Leland B. Paton
Richard Redeker
Hardwick Simmons
By: Richard R. Hoffmann
(Richard R. Hoffmann, First Vice
President, as authorized signatory
for Prudential Securities
Incorporated and Attorney-in-Fact for
the persons listed above)
____________________
* Pursuant to Powers of Attorney previously filed as an
exhibit to the Registration Statement under the Securities
Act of 1933 of National Municipal Trust Series 164,
Registration No. 33-66108.<PAGE>
