<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:
ACM Institutional Reserves, Inc.
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
Prime Portfolio
Government Portfolio
Trust Portfolio
Tax-Free Portfolio
3. Investment Company Act File Number:
811-06068
Securities Act File Number:
33-34001
4. Last day of fiscal year for which this notice is filed:
April 30, 1997
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):
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
<PAGE>
year:
-0- shares
$-0-
8. Number and amount of securities registered during the fiscal
year other than pursuant to Rule 24f-2:
-0- shares
$-0-
9. Number and aggregate sale price of securities sold during
the fiscal year:
Prime Portfolio 12,695,838,675 shares
$12,695,838,675
Government Portfolio 1,074,902,562 shares
$1,074,902,562
Trust Portfolio 1,074,544,780 shares
$1,074,544,780
Tax-Free Portfolio 1,486,189,526 shares
$1,486,189,526
TOTAL 16,331,475,543 shares
$16,331,475,543
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Prime Portfolio 12,695,838,675 shares
$12,695,838,675
Government Portfolio 1,074,902,562 shares
$1,074,902,562
Trust Portfolio 1,074,544,780 shares
$1,074,544,780
Tax-Free Portfolio 1,486,189,526 shares
$1,486,189,526
TOTAL 16,331,475,543 shares
$16,331,475,543
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
2
<PAGE>
plans, if applicable (see instruction B.7):
Prime Portfolio 40,100,886 shares
$40,100,886
Government Portfolio 10,174,707 shares
$10,174,707
Trust Portfolio 9,713,883 shares
$9,713,883
Tax-Free Portfolio 7,081,373 shares
$7,081,373
TOTAL 67,070,849 shares
$67,070,849
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):
Prime Portfolio $12,695,838,675
Government Portfolio $1,074,902,562
Trust Portfolio $1,074,544,780
Tax-Free Portfolio $1,486,189,526
TOTAL $16,331,475,543
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable):
Prime Portfolio $40,100,886
Government Portfolio $10,174,707
Trust Portfolio $9,713,883
Tax-Free Portfolio $7,081,373
TOTAL $67,070,849
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
Prime Portfolio $12,361,921,357
3
<PAGE>
Government Portfolio $909,371,599
Trust Portfolio $1,078,638,835
Tax-Free Portfolio $1,493,817,762
TOTAL $15,843,749,553
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
rule 24e-2 (if applicable):
Prime Portfolio $-0-
Government Portfolio $-0-
Trust Portfolio $-0-
Tax-Free Portfolio $-0-
TOTAL $-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):
Prime Portfolio $374,018,204
Government Portfolio $175,705,670
Trust Portfolio $5,619,828
Tax-Free Portfolio ($546,863)
TOTAL $554,796,839
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]:
Prime Portfolio $113,339
4
<PAGE>
Government Portfolio $53,244
Trust Portfolio $1,703
Tax-Free Portfolio ($166)
Total $168,120
Instruction: Issuers should complete line (ii), (iii), and (v)
only if the form is being filed within 60 days after the close of
the issuer's fiscal year. See Instruction C.3.
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:
June 20, 1997
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\ Emilie D. Wrapp
_______________________
Emilie D. Wrapp
Assistant Secretary
Date: June 25, 1997
*Please print the name and title of the signing officer below the
signature.
EXHIBIT: Opinion of Seward & Kissel
5
<PAGE>
SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
June 25, 1997
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 16,331,475,543
shares of common stock of the Company, par value $.01 per
share, during the fiscal year of the Company ended April 30,
1997, 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 16,331,475,543 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
common stock 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.
<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
00250072.AK7
