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(Letterhead of Prudential Securities Incorporated)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RULE 24F-2 NOTICE FOR
NATIONAL EQUITY TRUST UTILITY STOCK SERIES 2
Registration Number 33-50096
October 28, 1994
Pursuant to Regulation 270.24f-2 ("Rule 24f-2") promulgated
under the Investment Company Act of 1940, as amended, Prudential Securities
Incorporated, as Sponsor of the above captioned trust (the "Trust"), a unit
investment trust which elected to register an indefinite number of units in
accordance with Rule 24f-2, hereby submits the notice and information
required by Rule 24f-2:
(i) The fiscal year for which this notice is filed is the
period beginning on and including September 1, 1993 and ending on and
including October 31, 1994 (the "Period").
(ii) The number or amount of securities of the same class or
series which have been registered under the Securities Act of 1933, as
amended, other than pursuant to Rule 24f-2 but which remain unsold at the
beginning of the Period was none.
(iii) The number or amount of securities registered during the
Period other than pursuant to Rule 24f-2 was none.
(iv) The number of securities sold during the Period was
489,712.*
(v) Based on the number of securities referred to in
paragraph (iv) above, net of redemptions or repurchases referred to in the
footnote, the number of securities sold during the Period in reliance upon
registration pursuant to Rule 24f-2 was (1,285,861).
Very truly yours,
PRUDENTIAL SECURITIES INCORPORATED
By Kenneth Swankie
Kenneth Swankie
First Vice President
Manager- Unit Investment Trust Department
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* Actual aggregate sale price for which securities were sold
was $5,842,265.00, less actual aggregate price of securities
redeemed or repurchased, $15,873,623.00, equals the
net aggregate sale price of ($10,031,358.00).
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(Letterhead of Cahill Gordon & Reindel)
October 28, 1994
(212) 701-3000
Prudential Securities Incorporated
One Seaport Plaza
New York, New York 10292
Re: National Equity Trust Utility Stock Series 2
Gentlemen:
We have acted as special counsel for you, as Sponsor of the
above referenced trust, (a Unit Investment Trust, herein called the
"Trust"), in connection with the issuance under a Trust Indenture and
Agreement and related Reference Trust Agreement (collectively, the
"Indenture"), among you and United States Trust Company of New York,
as Trustee, of units of fractional undivided interest in the Trust (in
the aggregate, the "Units").
During the fiscal year ended August 31, 1994, certain
Units were sold by you upon their initial issuance and/or in
connection with your maintenance of a secondary market for Units.
United States Trust Company of New York, as Trustee, has confirmed
that certificates evidencing the Units have been executed and
delivered by the depositor and the Trustee or the ownership of Units
has been recorded on
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the books of the Trustee, in either case in accordance with the
Indenture.
We have examined copies of such documents delivered by the
United States Trust Company of New York, the Indenture, the form of
certificate evidencing the Units, the Rule 24f-2 Notice being filed
today with the Securities and Exchange Commission and such other
documents as we have deemed necessary or advisable for purposes of
this opinion. We have assumed that the copies of the documents we
have reviewed and the signatures thereon are genuine.
Based upon the foregoing, and in reliance upon such
documents delivered by the United States Trust Company of New York, we
are of the opinion that the Units, registration of which such Rule
24f-2 Notice makes definite in number, were legally issued, fully paid
and nonassessable.
Very truly yours,
CAHILL GORDON & REINDEL