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Securities and Exchange Commission
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
Prudential Securities Incorporated
One Seaport Plaza
New York, NY 10292
2. Name of each series or class of funds for which this
notice is filed:
National Equity Trust Utility Series 2
3. Investment Company Act File Number:
811-5046
Securities Act File Number:
33-50096
4. Last day of fiscal year for which this notice is filed:
August 31, 1997
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes
of reporting securities sold after the close of the fiscal
year but before termination of the issuer's 24f-2
declaration:
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable:
N/A
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1933 other than pursuant to rule 24f-2 in a prior fis-
cal year, but which remained unsold at the beginning of
the fiscal year:
None
8. Number and amount of securities registered during the fis-
cal year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during
the fiscal year:
The number of securities sold during the fiscal year
was 33,432.00.
The aggregate sale price for which securities were sold
was $307,574.00.
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
The number of securities sold during the fiscal year in
reliance upon registration pursuant to Rule 24f-2 was
33,432.00. The aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to Rule 24f-2 was $307,574.00.
11. Number and aggregate sale price of securities issued dur-
ing the fiscal year in connection with dividend reinvest-
ment plans, if applicable:
Included in number 9 above.
12. Calculation of registration fee:
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(i) Aggregate sale price of securi-
ties sold during the fiscal year
in reliance on rule 24f-2 (from
Item 10): $307,574.00
(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item
11, if applicable): + 0
(iii) Aggregate price of shares
redeemed or repurchased during
the fiscal year (if applicable): -$9,799,590.00
(iv) Aggregate price of shares
redeemed or repurchased and pre-
viously applied as a reduction
to filing fees pursuant to rule
24e-2 (if applicable): + 0
(v) Net aggregate price of securi-
ties sold and issued during the
fiscal year in reliance on rule
24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)]
(if applicable): 101,021.64
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of
1933 or other applicable law or
regulation: x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 0
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
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13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Com-
mission's Rules of Informal and Other Procedures (17 CFR
202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
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SIGNATURES
This report has been signed below by the following person(s) on
behalf of the issuer and in the capacities and on the date
indicated.
By: Richard R. Hoffmann
Richard R. Hoffmann
First Vice President
Date: September 18, 1997
(Letterhead of Cahill Gordon & Reindel)
September 18, 1997
(212) 701-3000
Prudential Securities Incorporated
One Seaport Plaza
New York, New York 10292
Re: NATIONAL EQUITY TRUST UTILITY 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 The
Chase Manhattan Bank, as Trustee, of units of fractional
undivided interest in the Trust (in the aggregate,
the "Units").
During the fiscal year ended August 31, 1997, certain
Units were sold by you upon their initial issuance and/or in
connection with your maintenance of a secondary market for Units.
The Chase Manhattan Bank, 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 the books of the Trustee,
in either case in accordance with the Indenture.
We have examined copies of such documents delivered
by The Chase Manhattan Bank, 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
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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 Chase Manhattan Bank, 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
