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Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
Alliance Municipal Trust
1345 Avenue of the Americas
New York, New York 10105
under the Investment Company Act of 1940
File No. 2-79807
(i) Fiscal year for which this Notice is filed:
July 1, 1994 through June 30, 1995
(ii) Number or amount of securities of the same class or
series, if any, which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2
under the Investment Company Act of 1940 but which remained
unsold at the beginning of such fiscal year:
None
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to Rule 24f-2:
None
(iv) Number or amount of securities sold during such
fiscal year:
General Portfolio 4,443,583,142
New York Portfolio 660,452,860
California Portfolio 865,677,866
Connecticut Portfolio 243,757,597
New Jersey Portfolio 365,818,445
Virginia Portfolio 187,540,379
____________
6,766,830,289
(v) Number or amount of securities sold during such
fiscal year in reliance upon Rule 24f-2:
General Portfolio 4,443,583,142
New York Portfolio 660,452,860
California Portfolio 865,677,866
Connecticut Portfolio 243,757,597
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New Jersey Portfolio 365,818,445
Virginia Portfolio 187,540,379
_____________
6,766,830,289 shares*
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Exhibit: Opinion of Messrs. Seward & Kissel
____________________________________________
* A filing fee of $56,395 (representing $8,664 for the
General Portfolio, $3,375 for the New York Portfolio,
$3,659 for the California Portfolio, $5,816 for the
Connecticut Portfolio, $12,238 for the New Jersey
Portfolio and $22,643 for the Virginia Portfolio) is due
based on the following calculation made in accordance
with Rule 24f-2(c) of the Act and Section 6(b) of the
Securities Act of 1933:
AMT-Gen - the actual aggregate sales price of the
4,443,583,142 shares sold during such fiscal
year in reliance upon Rule 24f-2 was
$4,443,583,142; the actual aggregate dollar
amount of the 4,418,456,352 shares redeemed
during such fiscal year was $4,418,456,352
AMT-NY - the actual aggregate sales price of the
660,452,860 shares sold during such fiscal
year in reliance upon Rule 24f-2 was
$660,452,860; the actual aggregate dollar
amount of the 650,666,570 shares redeemed
during such fiscal year was $650,666,570
AMT-CA - the actual aggregate sales price of the
865,677,866 shares sold during such fiscal
year in reliance upon Rule 24f-2 was
$865,677,866; the actual aggregate dollar
amount of the 855,066,234 shares redeemed
during such fiscal year was $855,066,234
AMT-CT - the actual aggregate sales price of the
243,757,597 shares sold during such fiscal
year in reliance upon Rule 24f-2 was
$243,757,597; the actual aggregate dollar
amount of the 226,892,289 shares redeemed
during such fiscal year was $226,892,289
AMT-NJ - the actual aggregate sales price of the
365,818,445 shares sold during such fiscal
year in reliance upon Rule 24f-2 was
$365,818,445; the actual aggregate dollar
amount of the 330,329,558 shares redeemed
during such fiscal year was $330,329,558
AMT-VA - the actual aggregate sales price of the
187,540,379 shares sold during such fiscal
year in reliance upon Rule 24f-2 was
$187,540,379; the actual aggregate dollar
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amount of the 121,876,797 shares redeemed
during such fiscal year was $121,876,797
none of which was previously used for reduction pursuant
to Rule 24e-2(a) in filings made pursuant to Rule 24e-1
and $6,603,287,800 (representing 4,418,456,352 shares of
the General Portfolio, 650,666,570 shares of the New
York Portfolio, 855,066,234 shares of the California
Portfolio, 226,892,289 shares of the Connecticut
Portfolio, 330,329,558 shares of the New Jersey
Portfolio and 121,876,797 shares of the Virginia
Portfolio) of which is being so used for reduction
pursuant to this Rule 24f-2 Notice.
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SIGNATURE
_________
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940, Alliance Municipal Trust has duly
caused this Rule 24f-2 Notice to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of
New York, on the 24th day of August, 1995.
ALLIANCE MUNICIPAL TRUST
by /s/ Mary Ann Milley
_________________________
Mary Ann Milley
Assistant Secretary
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Seward & Kissel
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
August 24, 1995
Alliance Municipal Trust
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Municipal Trust, a
Massachusetts business trust, (the "Company"), in connection with
the Company's Rule 24f-2 Notice to be filed pursuant to Rule 24f-
2 under the Investment Company Act of 1940, as amended, to report
the sale of 6,766,830,289 shares of beneficial interest of the
Company, par value $.01 per share, during the fiscal year of the
Company ended June 30, 1995, in reliance upon that Rule and
pursuant to the registration of an indefinite number of such
shares under the Securities Act of 1933, as amended.
As counsel for the Company, we have examined and relied
upon such records of the Company and other documents and
certificates as to factual matters as we have deemed to be
necessary to render the opinion set forth below.
Based on that examination we are of the opinion that the
6,766,830,289 shares so sold in reliance upon Rule 24f-2 were
duly authorized and legally issued and, upon their issuance, were
fully paid and nonassessable shares of beneficial interest of the
Company under the laws of the Commonwealth of Massachusetts.
Our opinion above stated is expressed as members of the
bar of the State of New York.
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Alliance Municipal Trust 2 August 24, 1995
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the above-
referenced Rule 24f-2 Notice.
Very truly yours,
/s/ Seward & Kissel
00250185.AB3
