SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, N.Y. 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
www.sewkis.com
August 29, 2000
Alliance Institutional Reserves, Inc.
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We hereby consent to the use and incorporation by
reference into this Post-Effective Amendment No. 18 of our
opinion dated June 26, 1998, which is included as Exhibit
(i)(1) to Post Effective Amendment No. 15 to your
Registration Statement on Form N-1A as filed with the
Securities and Exchange Commission on June 26, 1998, and to
the reference to our firm under the caption "General
Information -- Legal Matters" in the Statements of
Additional Information included in this Amendment No. 18.
Very truly yours,
/s/ Seward & Kissel LLP
00250072.AY8
