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File No. 33-34001
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.9
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.
__________________________________
ACM INSTITUTIONAL RESERVES, INC.
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
Title of Proposed Maximum
Securities Maximum Aggregate Amount of
Being Amount Being Offering Price Offering Registration
Registered Registered Per Unit* Price** Fee
__________ ____________ ______________ _________ _____________
Common
Stock $.01 6,462,586 $1.00 $500,000 $172.40
par value
(Tax-Free Portfolio)
* Estimated solely for the purpose of determining the amount of
the registration fee based on the maximum offering price of
the Registrant's Common Stock on April 11, 1995.
** 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
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of securities redeemed or repurchased during the fiscal year
ended April 30, 1994 for the Tax-Free Portfolio was
587,695,947 of which 581,733,361 was previously used for
reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
5,962,586 shares of which are 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)
___on (date) pursuant to paragraph (a) of rule 485.
EXHIBIT: Opinion of Messrs. Seward & Kissel
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April 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: ACM Institutional Reserves, Inc.
(File No. 33-34001 )
________________________________
Dear Sirs:
I have acted as counsel to ACM Institutional Reserves,
Inc. (the "Fund") in connection with the preparation of Post-
Effective Amendment No. 9 to the Fund's Form N-1A Registration
Statement.
In my view, the above-described Amendment does not
contain disclosures which would render it ineligible to become
effective pursuant to paragraph (b) of Rule 485 under the
Securities Act of 1933.
Sincerely,
/s/ Edmund P. Bergan, Jr.
Edmund P. Bergan, Jr.
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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 of New York and
State of New York, on the 21st day of April, 1995.
ACM INSTITUTIONAL RESERVES, INC.
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 April 21, 1995
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer April 21, 1995
Mark D. Gersten and 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
Robert C. White
by /s/ Edmund P. Bergan, Jr. April 21, 1995
(Attorney-in-fact)
Edmund P. Bergan, Jr.
00250072.AD9
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Seward & Kissel
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1400
Facsimile: (212) 480-8421
April 24, 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 registration of an additional 6,462,586 shares of common
stock, par value $.01 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. 9 to the Company's
Registration Statement on Form N-1A under the Act (File No.
33-34001) 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
6,462,586 additional shares of common stock of the Company being
registered by Post-Effective Amendment No. 9 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 any class or series
of common stock authorized for issuance pursuant to the Company's
Charter) and will be fully paid and non-assessable shares of
common stock of the Company under the laws of the State of
Maryland (assuming that the sale price of each share is not less
than the par value thereof).
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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. 9 to the Company's
Registration Statement.
Very truly yours,
/s/ Seward & Kissel
2
00250072.AD9
