<PAGE>
U.S. 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:
Alliance Municipal Trust
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
General Portfolio
New York Portfolio
California Portfolio
Connecticut Portfolio
New Jersey Portfolio
Virginia Portfolio
Florida Portfolio
3. Investment Company Act File Number:
811-3586
Securities Act File Number:
2-79807
4. Last day of fiscal year for which this notice is filed:
June 30, 1996
5. Check the 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:
[ ]
6. Date of termination of issuer's declaration under Rule 24f-
2(a)(1), if applicable (see instruction A.6):
<PAGE>
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 fiscal year, but
which remained unsold at the beginning of the fiscal year:
General Portfolio -0- shares
$-0-
New York Portfolio -0- shares
$-0-
California Portfolio -0- shares
$-0-
Connecticut Portfolio -0- shares
$-0-
New Jersey Portfolio -0- shares
$-0-
Virginia Portfolio -0- shares
$-0-
Florida Portfolio -0- shares
$-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to Rule 24f-2:
General Portfolio -0- shares
$-0-
New York Portfolio -0- shares
$-0-
California Portfolio -0- shares
-0-
Connecticut Portfolio -0- shares
$-0-
New Jersey Portfolio -0- shares
$-0-
Virginia Portfolio -0- shares
$-0-
Florida Portfolio -0- shares
$-0-
2
<PAGE>
9. Number and aggregate sale price of securities sold during the
fiscal year:
General Portfolio 4,856,711,351 shares
$4,856,711,351
New York Portfolio 1,218,028,397 shares
$1,218,028,397
California Portfolio 1,207,086,940 shares
$1,207,086,940
Connecticut Portfolio 358,252,167 shares
$358,252,167
New Jersey Portfolio 392,300,834 shares
$392,300,834
Virginia Portfolio 251,119,609 shares
$251,119,609
Florida Portfolio 355,151,881 shares
$355,151,881
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to Rule
24f-2:
General Portfolio 4,856,711,351 shares
$4,856,711,351
New York Portfolio 1,218,028,397 shares
$1,218,028,397
California Portfolio 1,207,086,940 shares
$1,207,086,940
Connecticut Portfolio 358,252,167 shares
$358,252,167
New Jersey Portfolio 392,300,834 shares
$392,300,834
Virginia Portfolio 251,119,609 shares
$251,119,609
Florida Portfolio 355,151,881 shares
$355,151,881
3
<PAGE>
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instruction B.7):
General Portfolio 35,306,792 shares
$35,306,792
New York Portfolio 7,827,518 shares
$7,827,518
California Portfolio 8,134,512 shares
$8,134,512
Connecticut Portfolio 2,415,694 shares
$2,415,694
New Jersey Portfolio 2,562,279 shares
$2,562,279
Virginia Portfolio 2,432,185 shares
$2,432,185
Florida Portfolio 1,798,513 shares
$1,798,513
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on Rule 24f-2 (from Item 10):
General Portfolio $4,856,711,351
New York Portfolio $1,218,028,397
California Portfolio $1,207,086,940
Connecticut Portfolio $ 358,252,167
New Jersey Portfolio $ 392,300,834
Virginia Portfolio $ 251,119,609
Florida Portfolio $ 355,151,881
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
General Portfolio $35,306,792
New York Portfolio $ 7,827,518
California Portfolio $ 8,134,522
Connecticut Portfolio $ 2,415,694
New Jersey Portfolio $ 2,562,279
Virginia Portfolio $ 2,432,185
Florida Portfolio $ 1,798,513
4
<PAGE>
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
General Portfolio $4,892,018,143
New York Portfolio $1,072,128,562
California Portfolio $1,153,839,752
Connecticut Portfolio $ 340,847,321
New Jersey Portfolio $ 370,900,797
Virginia Portfolio $ 230,916,675
Florida Portfolio $ 265,769,032
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to Rule 24e-2 (if applicable):
General Portfolio $-0-
New York Portfolio $-0-
California Portfolio $-0-
Connecticut Portfolio $-0-
New Jersey Portfolio $-0-
Virginia Portfolio $-0-
Florida Portfolio $-0-
(v) Net aggregate price of securities 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):
General Portfolio $ -0-
New York Portfolio $153,727,353
California Portfolio $ 61,381,710
Connecticut Portfolio $ 19,820,540
New Jersey Portfolio $ 23,962,316
Virginia Portfolio $ 22,635,119
Florida Portfolio $ 91,181,362
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6):
x 1/2900
5
<PAGE>
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
General Portfolio $ -0-
New York Portfolio $53,009
California Portfolio $21,166
Connecticut Portfolio $ 6,835
New Jersey Portfolio $ 8,263
Virginia Portfolio $ 7,805
Florida Portfolio $31,441
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission'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:
August 26, 1996
6
<PAGE>
SIGNATURE
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)*
\s\ Mary Ann Milley
___________________
Mary Ann Milley
Assistant Secretary
Date: August 26, 1996
*Please print the name and title of the signing officer below the
signature.
7
00250185.AE1
<PAGE>
SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
August 29, 1996
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 8,638,651,179 shares of beneficial interest of the
Company, par value $.01 per share, during the fiscal year of the
Company ended June 30, 1996, 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
8,638,651,179 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.
<PAGE>
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.AE1
