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<SEC-DOCUMENT>0000950136-02-003060.txt : 20021031
<SEC-HEADER>0000950136-02-003060.hdr.sgml : 20021031
<ACCEPTANCE-DATETIME>20021030191330
ACCESSION NUMBER:		0000950136-02-003060
CONFORMED SUBMISSION TYPE:	POS462B
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20021030
EFFECTIVENESS DATE:		20021030

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BLACKROCK INSURED MUNICIPAL INCOME TRUST
		CENTRAL INDEX KEY:			0001181187

	FILING VALUES:
		FORM TYPE:		POS462B
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-100806
		FILM NUMBER:		02803865

	BUSINESS ADDRESS:	
		STREET 1:		40 EAST 52ND STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022
		BUSINESS PHONE:		2127545300

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BLACKROCK MUNICIPAL INCOME TRUST III
		DATE OF NAME CHANGE:	20020819
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS462B
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>POST-EFFECTIVE AMENDMENT
<TEXT>
<PAGE>




  As filed with the Securities and Exchange Commission on October 30, 2002

                                Securities Act Registration No. 333-100806
                                Investment Company Registration No. 811-21178

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-2

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]
                          Pre-Effective Amendment No.                   [_]
                         Post-Effective Amendment No. 1                 [X]
                                     and/or
                          REGISTRATION STATEMENT UNDER
                       THE INVESTMENT COMPANY ACT OF 1940               [X]
                                AMENDMENT NO. 5                         [X]

                                ----------------

                   BlackRock Insured Municipal Income Trust
        (Exact Name of Registrant as Specified In Declaration of Trust)

                              100 Bellevue Parkway
                           Wilmington, Delaware 19809
                    (Address of Principal Executive Offices)

                                 (888) 825-2257
              (Registrant's Telephone Number, including Area Code)

                           Robert S. Kapito, President
                        BlackRock Municipal Income Trust
                                345 Park Avenue
                            New York, New York 10154
                    (Name and Address of Agent for Service)

                                ----------------

                                   Copies to:

        Michael K. Hoffman, Esq.                Cynthia G. Cobden, Esq.
    Skadden, Arps, Slate, Meagher &            Simpson Thacher & Bartlett
                Flom LLP                          425 Lexington Avenue
           Four Times Square                    New York, New York 10017
        New York, New York 10036

                                ----------------

   Approximate Date of Proposed Public Offering: Upon the effectiveness of this
Registration Statement.

   If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]

   It is proposed that this filing will become effective (check appropriate box)



<PAGE>


    [_] when declared effective pursuant to section 8(c)

    [X] immediately upon filing pursuant to Rule 462(b). This amendment to
        Registration Statement is filed in connection with the registration of
        additional securities for an offering pursuant to Rule 462(b) under the
        Securities Act of 1933; the Securities Act registration statement number
        of the earlier effective registration statement for the same offering is
        333-98357

               CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
==============================================================================================================
                                                          Proposed           Proposed
                                      Amount Being    Maximum Offering   Maximum Aggregate      Amount of
Title of Securities Being Registered   Registered      Price per Unit     Offering Price     Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>              <C>                   <C>
Common Shares, $.001 par value......  600,000 shares       $15.00           $9,000,000            $828(1)

 (1) $828 Previously Paid

==============================================================================================================
</TABLE>

<PAGE>


                                EXPLANATORY NOTE

   This Post-Effective Amendment No. 1 to the Registration Statement (File No.
333-100806) is being filed in connection with the registration of additional
Common Shares of the Registrant pursuant to Rule 462(b) under the Securities Act
of 1933. The sole purpose of the Post-Effective Amendment No. 1 is to make
certain technical corrections to the Registration Statement filed on October 29,
2002. These technical corrections primarily relate to the use of incorrect file
numbers for incorporation by reference purposes. The contents of the
Registration Statement on Form N-2 relating to the same offering and all
amendments thereto (File No. 333-98357), including the prospectus and statement
of additional information included therein and the exhibits thereto (other than
consents and opinions refiled as part of this Registration Statement), declared
effective by the Securities and Exchange Commission on October 28, 2002 are
incorporated herein by reference.











<PAGE>




                                     PART C

                               OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(1)  Financial Statements

     Part A--None.

     Part B--Report of Independent Accountants. The Report of Independent
     Accountants is hereby incorporated by reference to pre-effective amendment
     No. 3 to Registration Statement (File No. 333-98357) on October 28, 2002.

     Statement of Assets and Liabilities. The Statement of Assets and
     Liabilities is hereby incorporated by reference to pre-effective amendment
     No. 3 to Registration Statement (File No. 333-98357) on October 28, 2002.

(2)  Exhibits



     (a)    Amended and Restated Agreement and Declaration of Trust./1/

     (b)    By-Laws./1/

     (c)    Inapplicable.

     (d)    Form of Specimen Certificate./2/

     (e)    Form of Dividend Reinvestment Plan./2/

     (f)    Inapplicable.

     (g)(1) Form of Investment Management Agreement./2/

     (g)(2) Form of Waiver Reliance Letter./2/

     (g)(3) Form of Sub-Investment Advisory Agreement./2/

     (h)    Form of Underwriting Agreement./2/

     (i)    Form of Deferred Compensation Plan for Independent Trustees./2/

     (j)    Form of Custodian Agreement./2/

     (k)    Form of Transfer Agency Agreement./2/

     (l)    Opinion and Consent of Counsel to the Trust./3/

     (m)    Inapplicable.

     (n)    Consent of Independent Public Accountants./4/

     (o)    Inapplicable.

     (p)    Form of Initial Subscription Agreement./2/

     (q)    Inapplicable.

     (r)(1) Code of Ethics of Trust./2/

     (r)(2) Code of Ethics of Advisor and Sub-Advisor./2/



<PAGE>

     (s)    Powers of Attorney/2/

- --------

/1/  Previously filed with Pre-Effective Amendment No. 1 to Registration
     Statement File No. 333-98357 on September 5, 2002.

/2/  Previously filed with Pre-Effective Amendment No. 3 to Registration
     Statement File No. 333-98357 on October 28, 2002.

/3/  Previously filed with the Initial Registration Statement File No. 333-
     100806.

/4/  Filed herewith






                                      C-1


<PAGE>


Item 25. Marketing Arrangements

   Reference is made to the Form of Underwriting Agreement for the Registrant's
shares of beneficial interest incorporated by reference hereto.


Item 26. Other Expenses of Issuance and Distribution

   The following table sets forth the estimated expenses to be incurred in
connection with the offering described in this registration statement:


     Registration fees......................................... $   37,260
     New York Stock Exchange listing fee.......................    124,800
     Printing (other than certificates)........................    445,802
     Engraving and printing certificates.......................     17,500
     Accounting fees and expenses..............................      5,000
     Legal fees and expenses...................................    137,647
     NASD fee..................................................     30,500
     Miscellaneous.............................................    182,353
       Total................................................... $  930,862


Item 27. Persons Controlled by or under Common Control with the Registrant

   None.

Item 28. Number of Holders of Shares


                                                              Number of
     Title of Class                                         Record Holders
     --------------                                         --------------
     As of October 21, 2002
     Shares of Beneficial Interest.........................        1


Item 29. Indemnification

   Article V of the Registrant's Amended and Restated Agreement and Declaration
of Trust, as amended and restated, provides as follows:

   5.1 No Personal Liability of Shareholders, Trustees, etc. No Shareholder of
the Trust shall be subject in such capacity to any personal liability whatsoever
to any Person in connection with Trust Property or the acts, obligations or
affairs of the Trust. Shareholders shall have the same limitation of personal
liability as is extended to stockholders of a private corporation for profit
incorporated under the Delaware General Corporation Law. No Trustee or officer
of the Trust shall be subject in such capacity to any personal liability
whatsoever to any Person, save only liability to the Trust or its Shareholders
arising from bad faith, willful misfeasance, gross negligence or reckless
disregard for his duty to such Person; and, subject to the foregoing exception,
all such Persons shall look solely to the Trust Property for satisfaction of
claims of any nature arising in connection with the affairs of the Trust. If any
Shareholder, Trustee or officer, as such, of the Trust, is made a party to any
suit or proceeding to enforce any such liability, subject to the foregoing
exception, he shall not, on account thereof, be held to any personal liability.
Any repeal or modification of this Section 5.1 shall not adversely affect any
right or protection of a Trustee or officer of the Trust existing at the time of
such repeal or modification with respect to acts or omissions occurring prior to
such repeal or modification.



<PAGE>


   5.2 Mandatory Indemnification. (a) The Trust hereby agrees to indemnify each
person who at any time serves as a Trustee or officer of the Trust (each such
person being an "indemnitee") against any liabilities and expenses, including
amounts paid in satisfaction of judgments, in compromise or as fines and
penalties, and



                                      C-2


<PAGE>


reasonable counsel fees reasonably incurred by such indemnitee in connection
with the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, before any court or administrative or investigative body in
which he may be or may have been involved as a party or otherwise or with which
he may be or may have been threatened, while acting in any capacity set forth in
this Article V by reason of his having acted in any such capacity, except with
respect to any matter as to which he shall not have acted in good faith in the
reasonable belief that his action was in the best interest of the Trust or, in
the case of any criminal proceeding, as to which he shall have had reasonable
cause to believe that the conduct was unlawful, provided, however, that no
indemnitee shall be indemnified hereunder against any liability to any person or
any expense of such indemnitee arising by reason of (i) willful misfeasance,
(ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties
involved in the conduct of his position (the conduct referred to in such clauses
(i) through (iv) being sometimes referred to herein as "disabling conduct").
Notwithstanding the foregoing, with respect to any action, suit or other
proceeding voluntarily prosecuted by any indemnitee as plaintiff,
indemnification shall be mandatory only if the prosecution of such action, suit
or other proceeding by such indemnitee (1) was authorized by a majority of the
Trustees or (2) was instituted by the indemnitee to enforce his or her rights to
indemnification hereunder in a case in which the indemnitee is found to be
entitled to such indemnification. The rights to indemnification set forth in
this Declaration shall continue as to a person who has ceased to be a Trustee or
officer of the Trust and shall inure to the benefit of his or her heirs,
executors and personal and legal representatives. No amendment or restatement of
this Declaration or repeal of any of its provisions shall limit or eliminate any
of the benefits provided to any person who at any time is or was a Trustee or
officer of the Trust or otherwise entitled to indemnification hereunder in
respect of any act or omission that occurred prior to such amendment,
restatement or repeal.

   (b) Notwithstanding the foregoing, no indemnification shall be made hereunder
unless there has been a determination (i) by a final decision on the merits by a
court or other body of competent jurisdiction before whom the issue of
entitlement to indemnification hereunder was brought that such indemnitee is
entitled to indemnification hereunder or, (ii) in the absence of such a
decision, by (1) a majority vote of a quorum of those Trustees who are neither
"interested persons" of the Trust (as defined in Section 2(a)(19) of the 1940
Act) nor parties to the proceeding ("Disinterested Non-Party Trustees"), that
the indemnitee is entitled to indemnification hereunder, or (2) if such quorum
is not obtainable or even if obtainable, if such majority so directs,
independent legal counsel in a written opinion concludes that the indemnitee
should be entitled to indemnification hereunder. All determinations to make
advance payments in connection with the expense of defending any proceeding
shall be authorized and made in accordance with the immediately succeeding
paragraph (c) below.

   (c) The Trust shall make advance payments in connection with the expenses of
defending any action with respect to which indemnification might be sought
hereunder if the Trust receives a written affirmation by the indemnitee of the
indemnitee's good faith belief that the standards of conduct necessary for
indemnification have been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that the indemnitee is entitled to such
indemnification and if a majority of the Trustees determine that the applicable
standards of conduct necessary for indemnification appear to have been met. In
addition, at least one of the following conditions must be met: (i) the
indemnitee shall provide adequate security for his undertaking, (ii) the Trust
shall be insured against losses arising by reason of any lawful advances, or
(iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a
majority vote of such quorum so direct, independent legal counsel in a written
opinion, shall conclude, based on a review of readily available facts (as



<PAGE>


opposed to a full trial-type inquiry), that there is substantial reason to
believe that the indemnitee ultimately will be found entitled to
indemnification.

   (d) The rights accruing to any indemnitee under these provisions shall not
exclude any other right which any person may have or hereafter acquire under
this Declaration, the By-Laws of the Trust, any statute, agreement, vote of
stockholders or Trustees who are "disinterested persons" (as defined in Section
2(a)(19) of the 1940 Act) or any other right to which he or she may be lawfully
entitled.



                                      C-3


<PAGE>


   (e) Subject to any limitations provided by the 1940 Act and this Declaration,
the Trust shall have the power and authority to indemnify and provide for the
advance payment of expenses to employees, agents and other Persons providing
services to the Trust or serving in any capacity at the request of the Trust to
the full extent corporations organized under the Delaware General Corporation
Law may indemnify or provide for the advance payment of expenses for such
Persons, provided that such indemnification has been approved by a majority of
the Trustees.

   5.3 No Bond Required of Trustees. No Trustee shall, as such, be obligated to
give any bond or other security for the performance of any of his duties
hereunder.

   5.4 No Duty of Investigation; Notice in Trust Instruments, etc. No purchaser,
lender, transfer agent or other person dealing with the Trustees or with any
officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, undertaking,
instrument, certificate, Share, other security of the Trust, and every other act
or thing whatsoever executed in connection with the Trust shall be conclusively
taken to have been executed or done by the executors thereof only in their
capacity as Trustees under this Declaration or in their capacity as officers,
employees or agents of the Trust. The Trustees may maintain insurance for the
protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable or is required by the 1940 Act.

   5.5 Reliance on Experts, etc. Each Trustee and officer or employee of the
Trust shall, in the performance of its duties, be fully and completely justified
and protected with regard to any act or any failure to act resulting from
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel, or upon reports made to the Trust by any of the
Trust's officers or employees or by any advisor, administrator, manager,
distributor, selected dealer, accountant, appraiser or other expert or
consultant selected with reasonable care by the Trustees, officers or employees
of the Trust, regardless of whether such counsel or expert may also be a
Trustee.

   Insofar as indemnification for liabilities arising under the Act, may be
terminated to Trustees, officers and controlling persons of the Trust, pursuant
to the foregoing provisions or otherwise, the Trust has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. Reference is made to Article 8 of the underwriting
agreement attached as Exhibit (h), which is incorporated herein by reference.

Item 30. Business and Other Connections of Investment Advisor


<PAGE>


   Not Applicable

Item 31. Location of Accounts and Records

   The Registrant's accounts, books and other documents are currently located at
the offices of the Registrant, c/o BlackRock Advisors, Inc., 100 Bellevue
Parkway, Wilmington, Delaware 19809 and at the offices of State Street Bank and
Trust Company, the Registrant's Custodian, and EquiServe Trust Company, N.A.,
the Registrant's Transfer Agent and Dividend Disbursing Agent.




                                      C-4


<PAGE>


Item 32. Management Services

   Not Applicable

Item 33. Undertakings

   (1) The Registrant hereby undertakes to suspend the offering of its units
until it amends its prospectus if (a) subsequent to the effective date of its
registration statement, the net asset value declines more than 10 percent from
its net asset value as of the effective date of the Registration Statement or
(b) the net asset value increases to an amount greater than its net proceeds as
stated in the prospectus.

   (2) Not applicable

   (3) Not applicable

   (4) Not applicable

   (5) (a) For the purposes of determining any liability under the Securities
Act of 1933, the information omitted form the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant under Rule 497 (h) under the Securities
Act of 1933 shall be deemed to be part of the Registration Statement as of the
time it was declared effective.

   (b) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering thereof.

   (6) The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of receipt
of a written or oral request, any Statement of Additional Information.



                                      C-5


<PAGE>


                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this 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 30th day of October, 2002.



                                               /s/ Robert S. Kapito
                                        -------------------------------------
                                                   Robert S. Kapito
                                        President and Chief Executive Officer


   Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities set forth
below on the 30th day of October, 2002.


                      Name                                    Title
                      ----                                    -----

                       *                          Trustee
   -------------------------------------------
              Ralph L. Schlosstein


                /s/ Henry Gabbay                  Treasurer
   -------------------------------------------
                  Henry Gabbay


                       *                          Trustee
   -------------------------------------------
                Andrew F. Brimmer


                       *                          Trustee
   -------------------------------------------
               Richard E. Cavanagh


                       *                          Trustee
   -------------------------------------------
                   Kent Dixon


                       *                          Trustee
   -------------------------------------------
                Frank J. Fabozzi


                       *                          Trustee, President and Chief
   -------------------------------------------    Executive Officer
                Robert S. Kapito


                       *                          Trustee
   -------------------------------------------
          James Clayburn La Force, Jr.


                       *                          Trustee
   -------------------------------------------
                Walter F. Mondale


   *By:   /s/ Robert S. Kapito
        --------------------------------------
              Robert S. Kapito
              Attorney-in-fact



<PAGE>




                               INDEX TO EXHIBITS

                                   Exhibit (n)

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post Effective Amendment No. 1 to the Registration
Statement filed with the Securities and Exchange Commission under the Securities
Act of 1933 (Registration No. 333-100806) and in this Amendment No. 5 to the
Registration Statement under the Investment Company Act of 1940 of our report
dated October 25, 2002, relating to the financial statements of the BlackRock
Insured Municipal Income Trust (Registration No. 811-21178) as of October 21,
2002 and for the period then ended in the Statement of Additional Information
which is part of such Registration Statement.

We also consent to the reference to our Firm under the heading "Experts" in the
Registration Statement.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP

Boston, Massachusetts
October 30, 2002








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