REICH & TANG DISTRIBUTORS L.P.
600 Fifth Avenue
New York, New York 10020
(212) 830-5200
June 23, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Mortgage Securities Trust, CMO Series 15
File No. 33-52373
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 April 29, 1997 and
became effective April 30, 1997 pursuant to Rule 485(b).
Mortgage Securities Trust,
CMO Series 15
REICH & TANG DISTRIBUTORS L.P.
By:/s/ Peter J. DeMarco
--------------------
Peter J. DeMarco
as agent for the Sponsors
189824.1
