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As filed with the Securities and Exchange
Commission on November 26, 1996
File No. 2-33889
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.
Post-Effective Amendment No. 52 X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 32
FIDUCIARY MANAGEMENT ASSOCIATES
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221-5672
EDMUND P. BERGAN, JR.
Alliance Capital Management L.P.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
Calculation of Registration Fee:
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered Per Unit* Price* Fee
__________ __________ _________ _________ ____________
Shares of
Beneficial
Interest
$.01 par
value 557,311 $38.73 $330,000 $100.00
* Estimated solely for the purpose of determining the amount of
the registration fee based on the maximun aggregate offering
price per share of the Registrant's shares of benefical
interest of $38.73 on November 18, 1996.
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** The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2(a) under the Investment Company
Act of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year
ended September 30, 1996 was 548,790, none of which was
previously used for reduction pursuant to Rule 24f-2 or Rule
24e-2(a) and all of which is being so used for such reduction
in this Amendment.
It is proposed that this filing will become effective (check
appropriate box)
x immediately upon filing pursuant to paragraph (b)
on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a) (1)
on (date) pursuant to paragraph (a) of rule 485
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485
EXHIBIT: Opinion of Messrs. Seward & Kissel
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SIGNATURE
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
certifies that it meets all of the requirements for effectiveness
of this Amendment to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this
Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City and
State of New York, on the 25th day of November, 1996.
FIDUCIARY MANAGEMENT ASSOCIATES
by /s/ John D. Carifa
John D. Carifa
Chairman
Pursuant to the requirements of the Securities Act of
l933, this Amendment to the Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated:
Signature Title Date
1) Principal Executive
Officer
/s/ John D. Carifa Chairman 11/25/96
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer and 11/25/96
Mark D. Gersten Chief Financial
Officer
3) All of the Directors
Ruth Block
John D. Carifa
David H. Dievler
John H. Dobkin
William H. Foulk, Jr.
James M. Hester
Clifford L. Michel
Donald J. Robinson
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by /s/ Edmund P. Bergan, Jr. 11/25/96
(Attorney-in-fact)
Edmund P. Bergan, Jr.
00250061.AF1
