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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. 11
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:
Title of
Securities Proposed Maximum Proposed Amount of
Being Amount Being Offering Price Maximum Aggregate
Registered Registered Per Unit* Offering Price** Fee
Common
Stock $.01 1,499,335 $1.00 $290,000 $100
par value
* 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 25, 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
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ended April 30, 1995 for the relevant portfolio of the Fund
was 296,928,091 of which 295,718,756 was previously used for
reduction pursuant to Rule 24f-2 or Rule 24e-2(a) and
295,718,756 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)(1)
on (date) pursuant to paragraph (a)(1)
75 days after filing pursuant to paragraph (a)(2)
on (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
This post-effective amendment designates a new effective
date for a previously filed post-effective amendment.
EXHIBIT: Opinion of Messrs. Seward & Kissel
00250072.AG0
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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 26th day of April,
1996.
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 26, 1996
_________________________
John D. Carifa
2) Principal Financial and
Accounting Officer
/s/ Mark D. Gersten Treasurer April 26, 1996
_________________________
Mark D. Gersten
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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 26, 1996
_________________________
(Attorney-in-fact)
Edmund P. Bergan, Jr.
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Seward & Kissel
One Battery Park Plaza
New York, New York 10004
Telephone #: (212) 574-1200
Facsimile #: 212) 480-8421
April 26, 1996
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 1,499,335
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. 11 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 1,499,335 additional shares of common stock of the
Company being registered by Post-Effective Amendment No. 11
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 common stock
authorized to be issued by the Company's Articles of
Incorporation) and will be fully paid and non-assessable
shares of common stock of the Company under the laws of the
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State of Maryland (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. 11 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250072.AG0
