<PAGE>
As filed with the Securities and Exchange Commission
on September 5, 1996
File No. 2-79807
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. 32 / x /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 30 / /
_________________________________
ALLIANCE MUNICIPAL TRUST
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221- 5672
_________________________________
EDMUND P. BERGAN, JR.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
_________________________________
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered Per Unit* Price** Fee
Beneficial
Interest
$.001 par
value for
the General
Portfolio 41,569,072 $1.00 $290,000 $100
*Estimated solely for the purpose of determining the amount of
the registration fee based on the net asset value per share of
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the General Portfolio of the Registrant's Beneficial Interest of
$1.00 on August 23, 1996.
**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
June 30, 1996 by the General Portfolio of the Fund was
4,933,297,215 of which 4,892,018,143 was previously used for
reduction pursuant to Rule 24f-2 or Rule 24e-2 (a) and 41,279,072
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)(i)
___ on (date) pursuant to paragraph (a)(i)
___ 75 days after filing pursuant to paragraph (a)(2)
___ On (date) pursuant to paragraph (a)(2) of Rule 485.
EXHIBIT: Opinion of Seward & Kissel
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
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, hereunto duly
authorized, in the City of New York and State of New York, on the
29th day of August, 1996.
ALLIANCE MUNICIPAL TRUST
by /s/Ronald M. Whitehill
__________________________
Ronald M. Whitehill
President
Pursuant to the requirements of the Securities Act of 1933,
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/ Ronald M. Whitehill President 8/29/96
_______________________
Ronald M. Whitehill
2) Principal Accounting and
Financial Officer
/s/ Mark D. Gersten Treasurer 8/29/96
_______________________
Mark D. Gersten
3) All of the Trustees
John D. Carifa Elizabeth J. McCormack
Sam Y. Cross David K. Storrs
Charles H.P. Duell Shelby White
William H. Foulk, Jr. Dave H. Williams
by /s/ John D. Carifa 8/29/96
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_______________________
(Attorney-in-fact)
John D. Carifa
00250185.AE6
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SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
September 5, 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 registration of an additional 41,569,072
shares of beneficial interest, par value $.001 per share, of
the Company under the Securities Act of 1933, as amended
(the "Act").
As counsel for the Company, we have participated in
the preparation of Post-Effective Amendment No. 32 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 2-79807) relating to such additional shares and
have examined and relied upon corporate 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 41,569,072 additional shares of beneficial interest
of the Company being registered by Post-Effective Amendment
No. 32 to the Company's Registration Statement are duly
authorized and unissued shares, and when such shares have
been duly sold, issued and paid for as contemplated in the
Company's Prospectus forming a part of its Registration
Statement under the Act, such shares will have been validly
and legally issued (assuming that none of such shares is
sold at a time when such sale would cause the Company to
have outstanding more than the number of shares of
beneficial interest authorized to be issued by the Company's
governing documents) and will be fully paid and non-
assessable shares of beneficial interest of the Company
00250185.AE6
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under the laws of the Commonwealth of Massachusetts
(assuming that the sale price of each share is not less than
the par value thereof).
Our opinion above stated is expressed as members of
the bar of the State of New York.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
above-referenced Post-Effective Amendment No. 32 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250185.AE6
