<PAGE>
Securities and Exchange Commission
Washington, D.C. 20549
Rule 24f-2 Notice
for
ACM Institutional Reserves, Inc.
1345 Avenue of the Americas
New York, New York 10105
under the
Investment Company Act of 1940
File No. 33-34001
(i) Fiscal year for which this Notice is filed:
May 1, 1994 through April 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:
6,462,586 Tax-Free Portfolio
(iv) Number or amount of securities sold during such fiscal
year:
1,407,213,884 Prime Portfolio
608,886,851 Government Portfolio
295,718,756 Tax-Free Portfolio
415,936,022 Trust Portfolio
_____________
2,727,755,513 Total Shares
=============
(v) Number or amount of securities sold during such fiscal
year in reliance upon Rule 24f-2:
1,407,213,884 Prime Portfolio
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608,886,851 Government Portfolio
295,718,756 Tax-Free Portfolio
415,936,022 Trust Portfolio
_____________
2,727,755,513 Total Shares
=============
Exhibit: Opinion of Messrs. Seward & Kissel
___________________________
* The filing fee of $59,893 is calculated in accordance with
Rule 24f-2(c) and Section 6(b) of the Securities Act of 1933
and is based on the following: the actual aggregate sales
price of the 2,727,755,513 shares sold during such fiscal
year in reliance upon Rule 24f-2 was $2,727,755,513
(1,407,213,884 attributable to the Prime Portfolio,
608,886,851 attributable to the Government Portfolio,
295,718,756 attributable to the Tax-Free Portfolio and
415,936,022 attributable to the Trust Portfolio); the actual
aggregate dollar amount of shares redeemed during such fiscal
year was $2,555,273,411 representing 2,555,273,411 shares
(1,325,563,732 from the Prime Portfolio, 585,556,358 from the
Government Portfolio, 296,928,091 from the Tax-Free Portfolio
and 347,225,230 from the Trust Portfolio), of which none were
previously used for reduction pursuant to Rule 24e-2(a) in
filings made pursuant to Rule 24e-1 and $2,554,064,076 of
which is being so used for reduction pursuant to this
Rule 24f-2 Notice.
SIGNATURE
_________
Pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940, ACM Institutional Reserves, Inc.
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 19th day of June 1995.
ACM Institutional Reserves, Inc.
By /s/ Edmund P. Bergan, Jr.
____________________________________
Edmund P. Bergan, Jr.
Secretary
2
00250072.AE3
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SEWARD & KISSEL
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
June 26, 1995
ACM Institutional
Reserves, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for ACM Institutional
Reserves, Inc., a Maryland corporation (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 2,727,755,513 shares
of common stock of the Company, par value $.01 per share,
during the fiscal year of the Company ended April 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 2,727,755,513 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
State of Maryland.
Our opinion above stated is expressed as members of
the bar of the State of New York.
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ACM Institutional
Reserves, Inc. -2- June 26, 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
00250072.AE3
