ALLIANCE CAPITAL RESERVES
N-30D, 1995-08-21
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ALLIANCE CAPITAL RESERVES
ALLIANCECAPITAL

ANNUAL REPORT
JUNE 30, 1995


LETTER TO SHAREHOLDERS                                ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

August 3, 1995

Dear Shareholder:

On December 31, 1994, James P. Syrett retired as President of Alliance Cash 
Management. His seven years as President were very productive and saw Alliance 
become the dominant provider of money funds sold through regional brokerage 
firms. On January 1, 1995, it was with great pride that I assumed Jim's 
responsibilities, and I look forward to maintaining the high standard of 
excellence to which you have grown accustomed.

Money fund assets continue to grow despite volatility in the stock and bond 
markets. ACR assets have grown 25.1% to over $3 billion in the past year, in 
large part because of the effects of T+3-the accelerated settlement of most 
security transactions.

Weakness in the fixed income markets has meant significantly higher yields for 
money fund investors. The 30 day net yield for Alliance Capital Reserves as of 
June 30, 1995 was 5.14% vs. 3.21% for the same period ending June 30, 1994.

Alliance has once again demonstrated its dependability. When Orange County 
filed for bankruptcy protection last year, Alliance took action to protect the 
$1.00 per share net asset value of the two Alliance tax-free money market funds 
holding positions in Orange County securities: Alliance Municipal Trust - 
General Portfolio and ACM Institutional Reserves - Tax Free Portfolio. Alliance 
arranged for the issuance of a letter of credit from an unaffiliated bank 
assuring the payment in full of principal and interest due to the Funds, to the 
extent Orange County defaulted on the payments. Thereafter, on July 19, 1995, 
in view of continuing uncertainty regarding Orange County's performance of its 
financial obligations, Alliance purchased approximately $21 million of Orange 
County securities from the two Alliance money market funds, thus eliminating 
all Orange County securities from our Alliance money fund portfolios.

Speaking for myself and the entire division, we at Alliance look forward to 
serving you with continued diligence in the future.

Very truly yours,

Ronald M. Whitehill
President


1


STATEMENT OF NET ASSETS
JUNE 30, 1995                                         ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

PRINCIPAL
 AMOUNT
  (000)     SECURITY+                                   YIELD       VALUE
---------------------------------------------------------------------------
            BANK OBLIGATIONS-13.1%
            AMERICAN EXPRESS CENTURION BANK
$ 25,000    5.98%, 7/24/95                              5.98%   $25,000,000
            BANK OF AMERICA ILLINOIS
  25,000    5.90%, 8/15/95                              5.93     24,999,072
            BANK OF NEW YORK
  10,000    6.25%, 8/02/95                              6.40      9,998,574
            BANK ONE CHICAGO N. A.
  10,000    5.40%, 7/27/95                              5.83      9,997,024
            BANK ONE INDIANAPOLIS
  20,000    5.98%, 8/01/95                              5.98     20,000,000
            BANK ONE MILWAUKEE
  10,500    7.25%, 2/09/96                              7.05     10,511,478
  16,500    6.82%, 3/07/96                              6.68     16,511,812
  10,000    5.98%, 7/31/95                              5.93     10,000,348
            BOATMENS FIRST NATIONAL BANK OF KANSAS CITY
  16,000    6.11%, 8/18/95 FRN                          6.17     15,998,851
            CHASE MANHATTAN CORP.
  10,000    7.59%, 1/30/96                              6.75     10,045,286
            COMERICA BANK ILLINOIS
  15,000    5.64%, 9/29/95 FRN                          5.71     14,997,492
            COMERICA BANK DETROIT MICHIGAN
  10,000    5.62%, 11/08/95 FRN                         5.74      9,995,643
  19,000    5.62%, 11/22/95 FRN                         5.78     18,988,748
            FIFTH THIRD BANK
  25,000    6.08%, 11/10/95                             6.08     25,000,000
            HUNTINGTON NATIONAL BANK
  17,000    6.86%, 2/23/96                              6.63     17,019,855
            NATIONAL BANK OF DETROIT
  20,000    6.32%, 10/12/95                             6.32     20,000,000
            NATIONSBANK DALLAS
  10,000    7.00%, 2/06/96                              7.20      9,987,953
            NATIONSBANK NORTH CAROLINA
  10,000    5.75%, 7/21/95                              5.77      9,999,583
            REPUBLIC NATIONAL BANK
  35,000    4.75%, 10/15/95                             6.13     34,847,958
            STATE STREET BANK
  32,000    5.83%, 9/05/95                              5.90     31,995,134
            WACHOVIA BANK
  10,000    4.30%, 8/07/95                              6.63      9,976,662
  18,000    5.80%, 9/06/95                              5.95     17,994,985
            WORLD SAVINGS & LOAN ASSOC.
  22,525    4.88%, 3/01/96                              6.00     22,250,907
            Total Bank Obligations
            (amortized cost $396,117,365)                       396,117,365

            COMMERCIAL PAPER-65.4%
            ABBEY NATIONAL
  45,000    9/07/95                                     5.82%    44,505,300
            AES BARBERS POINT, INC.
  15,000    9/14/95                                     5.85     14,817,188
            AGA CAPITAL CORP.
  23,000    7/13/95                                     6.03     22,953,770
            AKZO AMERICA INC.
  20,000    8/18/95                                     5.93     19,841,867
            ALLIANZ OF AMERICA FINANCE CORP.
  18,500    10/10/95                                    5.70     18,204,154
  25,734    7/07/95                                     6.04     25,708,095
            AMERICAN BANKERS INSURANCE GROUP, INC.
  16,000    8/09/95                                     5.95     15,896,867
            BANCA CRT FINANCIAL CORP.
  10,000    8/08/95                                     6.16      9,934,978
            BAYER, INC.
  30,000    7/31/95                                     5.94     29,851,500
  40,000    7/25/95                                     5.95     39,841,333
            BAYERISCHE VEREINSBANK
  20,000    7/06/95                                     6.00     19,983,333
            CAISSE DES DEPOTS ET CONSIGNATIONS
  90,000    7/25/95                                     5.96     89,642,400
            CARIPLO FINANCE, INC.
  20,000    8/30/95                                     5.87     19,804,333
            CHEMICAL BANKING CORP.
  50,000    9/13/95                                     5.85     49,398,750
            CHIAO TUNG BANK CO., LTD.
  20,000    7/19/95                                     5.99     19,940,100
  20,000    8/23/95                                     6.28     19,815,236
            COMMERZBANK
  29,500    7/03/95                                     6.25     29,489,757
            CREGEM NORTH AMERICA, INC.
  50,000    7/20/95                                     6.02     49,841,139
            DEUTSCHE BANK FINANCIAL, INC.
  75,000    7/07/95                                     5.88     74,926,500
  20,000    7/07/95                                     5.95     19,980,167
            DIC AMERICAS, INC.
  18,000    7/10/95                                     5.95     17,973,225
            DRESDNER US FINANCE, INC.
  33,000    9/05/95                                     5.70     32,655,150
            DUPONT (E. I.) DE NEMOURS & CO.
  15,000    7/11/95                                     5.95     14,975,208
  35,000    10/11/95                                    6.04     34,401,033
  20,000    1/09/96                                     6.08     19,351,467


2


                                                      ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

PRINCIPAL
 AMOUNT
  (000)     SECURITY+                                   YIELD       VALUE
---------------------------------------------------------------------------
            EKSPORTFINANS
$ 14,200    8/17/95                                     5.91%   $14,090,435
  55,500    7/20/95                                     5.93     55,326,301
  13,000    8/09/95                                     5.93     12,916,486
            EMBARCADERO CENTER PARTNERS
   5,000    7/21/95                                     6.02      4,983,278
            EXPORT DEVELOPMENT CORP.
  55,000    7/12/95                                     5.95     54,900,007
            FINANCE ONE FUNDING CORP.
  20,000    8/11/95                                     5.90     19,865,611
  20,000    8/08/95                                     5.94     19,874,600
  15,000    8/15/95                                     5.95     14,888,438
            FORD MOTOR CREDIT CORP.
  25,000    9/05/95                                     5.88     24,730,500
  25,000    7/12/95                                     6.09     24,953,479
            FRANCISCAN SERVICES, INC.
  10,000    7/17/95                                     5.95      9,973,556
            GALICIA FUNDING
  10,000    7/21/95                                     6.15      9,965,833
            GENERAL ELECTRIC CREDIT CORP.
  50,000    9/14/95                                     5.70     49,406,250
  25,000    9/05/95                                     5.95     24,727,291
  20,000    7/26/95                                     6.00     19,916,667
            GOLDMAN SACHS GROUP LP
  45,000    7/27/95                                     5.95     44,806,625
            HEALTH INSURANCE PLAN OF GREATER NEW YORK
   5,952    7/10/95                                     5.96      5,943,132
            HYUNDAI MOTOR FINANCE CO.
  10,000    10/02/95                                    5.88      9,848,100
            KINGDOM OF SWEDEN
  39,000    9/21/95                                     6.25     38,444,792
  25,000    9/08/95                                     6.28     24,699,083
            MERRILL LYNCH & CO.
  30,000    8/02/95                                     6.00     29,840,000
            MITSUBISHI INTERNATIONAL CORP.
  25,000    7/06/95                                     5.95     24,979,340
            MITSUBISHI MOTORS CREDIT OF AMERICA
  20,000    7/25/95                                     6.02     19,919,733
            MORGAN STANLEY GROUP, INC.
  60,000    7/07/95                                     6.00     59,940,000
            MPS US, INC.
  25,000    7/27/95                                     6.01     24,891,486
            NORDIC INVESTMENT BANK
  30,000    7/07/95                                     5.92     29,970,400
  10,000    7/03/95                                     5.97      9,996,683
            ODC CAPITAL CORP.
  13,000    7/07/95                                     5.91     12,987,195
  22,000    7/20/95                                     5.91     21,931,378
            PACIFIC DUNLOP, LTD.
  28,000    7/05/95                                     5.95%    27,981,489
            PONDER FINANCE CORP.
  15,400    7/17/95                                     6.05     15,358,591
            PROVINCE DE QUEBEC
  35,000    12/11/95                                    6.19     34,019,057
  25,000    9/07/95                                     6.24     24,705,333
            SANTANDER FINANCE DELAWARE
  60,000    11/08/95                                    5.92     58,717,333
            SEVENTY FIVE STATE STREET CAPITAL CORP.
  34,708    7/14/95                                     5.98     34,633,050
            SKANDINAVISKA ENSKILDA BANKEN
  25,000    9/11/95                                     6.24     24,688,000
            SMITHKLINE BEECHAM
  40,000    7/14/95                                     5.80     39,916,222
  26,000    1/30/96                                     5.87     25,097,768
            SVENSKA HANDELSBANKEN
  35,000    9/01/95                                     5.90     34,644,361
            SWEDISH EXPORT CREDIT CORP.
  25,000    11/03/95                                    5.92     24,486,111
            TELSTRA CORP.
  30,000    7/14/95                                     5.95     29,935,542
            UBS FINANCE DELAWARE, INC.
  50,000    7/05/95                                     6.10     49,966,111
            VATTENFALL TREASURY, INC.
  40,000    9/29/95                                     5.80     39,420,000
   5,000    7/14/95                                     6.00      4,989,167
  25,000    8/04/95                                     6.11     24,855,736
            WMC FINANCE, LTD.
  12,500    7/12/95                                     6.05     12,476,892
            Total Commercial Paper
            (amortized cost $1,978,340,292)                   1,978,340,292

            CORPORATE OBLIGATIONS-5.3%
            ABBEY NATIONAL TREASURY SERVICES
  10,000    7.40%, 12/15/95                             6.60     10,030,401
  10,000    7.05%, 3/01/96                              7.05     10,000,000
            AID HOUSING GUARANTY PROJECT PORTUGAL
  12,500    6.21%, 12/01/16 FRN                         6.21     12,500,000
            ATT CAPITAL CORP.
   5,550    5.65%, 7/07/95                              6.29      5,549,403
   5,000    6.87%, 10/23/95                             6.75      5,001,391
            BEAR STEARNS COS., INC.
  10,000    6.18%, 10/20/95 FRN                         6.18     10,000,000
  10,000    6.18%, 8/17/95 FRN                          6.18     10,000,000
  15,000    6.16%, 1/26/96 FRN                          6.16     15,000,000


3


PORTFOLIO OF INVESTMENTS (CONTINUED)                  ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

PRINCIPAL
 AMOUNT
  (000)     SECURITY+                                   YIELD       VALUE
---------------------------------------------------------------------------
            CS FIRST BOSTON, INC.
$ 15,000    6.11%, 4/01/96 FRN*                         6.11%   $15,000,000
            GENERAL ELECTRIC CO.
  17,000    7.88%, 5/01/96                              6.50     17,186,285
            GOLDMAN SACHS GROUP
  20,000    5.53%, 11/02/95 FRN *                       5.53     20,000,000
            MERRILL LYNCH & CO.
  14,000    6.95%, 2/27/96 FRN                          7.00     14,000,000
  10,000    5.62%, 3/25/96 FRN                          5.62     10,000,000
            TOYOTA MOTOR CREDIT CORP.
   7,500    15.00%, 12/29/95                            6.00      7,821,298
            Total Corporate Obligations
            (amortized cost $162,088,778)                       162,088,778

            U.S. GOVERNMENT AND AGENCY OBLIGATIONS-0.3%
            FEDERAL HOME LOAN BANK DISC. NOTE
   5,300    7/13/95                                     6.00      5,289,400
            OVERSEAS PRIVATE INVESTMENT CORP.
   2,500    6.21%, 6/10/97 FRN                          6.21      2,500,000
            Total U.S. Government and Agency 
            Obligations (amortized cost $7,789,400)               7,789,400

            CERTIFICATES OF DEPOSIT-14.8%
            ABN AMRO
  20,000    6.25%, 8/02/95                              6.11     20,002,149
            BANQUE NATIONALE DE PARIS
  40,000    5.83%, 8/04/95                              5.92     39,996,560
  25,000    6.05%, 7/03/95                              6.03     25,000,025
            BAYERISCHE HYPOBANK
  25,000    6.10%, 7/19/95                              6.08%    25,000,183
            COMMERZBANK
  25,000    6.17%, 9/25/95                              6.06     25,005,809
            DRESDNER BANK
  10,000    6.46%, 4/26/96                              6.44     10,001,565
            FIFTH THIRD BANK
  37,228    5.60%, 7/28/95                              6.10     37,211,940
            HESSISCHE LANDESBANK GIROZENTRALE
  15,000    6.05%, 7/14/95                              6.05     14,999,973
            NORINCHUKIN BANK
  40,000    6.02%, 7/17/95                              6.01     40,000,177
            SOCIETE GENERALE N.A., INC.
  45,000    7.65%, 1/11/96                              6.17     45,308,584
  15,000    5.83%, 8/04/95                              5.92     14,998,710
            SUMITOMO BANK
  50,000    6.02%, 7/17/95                              6.01     50,000,221
            SWISS BANK
 100,000    6.01%, 7/21/95                              6.00    100,000,385
            Total Certificates of Deposit
            (amortized cost $447,526,281)                       447,526,281

            TOTAL INVESTMENTS-98.9%
            (amortized cost $2,991,862,116)                   2,991,862,116
            Other assets less liabilities-1.1%                   32,229,975

            NET ASSETS-100%
            (offering and redemption price of $1.00 
            per share; 3,024,753,174 shares outstanding)     $3,024,092,091


+  All securities either mature or their interest rate changes in one year or 
   less.

*  Restricted security (see Note F).

   Glossary of Terms:
   FRN - Floating Rate Note
   See notes to financial statements.


4


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1995                              ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

INVESTMENT INCOME
  Interest                                                        $138,516,649

EXPENSES
  Advisory fee (Note B)                             $12,206,955 
  Distribution assistance and administrative 
    service (Note C)                                  6,986,671 
  Transfer agency                                     5,376,617 
  Registration fees                                     468,871 
  Custodian fees                                        393,229 
  Printing                                              323,026 
  Audit and legal fees                                   56,805 
  Trustees' fees                                         17,333 
  Miscellaneous                                          41,819 
  Total expenses                                     25,871,326 
  Less: expense reimbursement                          (747,511) 
                                                                    25,123,815
  Net investment income                                            113,392,834

REALIZED LOSS ON INVESTMENTS
  Net realized loss on investments                                    (525,149)
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                        $112,867,685
    
    

STATEMENTS OF CHANGES IN NET ASSETS
-------------------------------------------------------------------------------
                                                   YEAR ENDED       YEAR ENDED
                                                  JUNE 30, 1995   JUNE 30, 1994
                                                 -------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                           $113,392,834    $ 58,817,899
  Net realized loss on investments                    (525,149)        (49,939)
  Net increase in net assets from operations       112,867,685      58,767,960

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                           (113,392,834)    (58,817,899)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase                                     607,356,139     305,442,434
  Total increase                                   606,830,990     305,392,495

NET ASSETS
  Beginning of year                              2,417,261,101   2,111,868,606
  End of year                                   $3,024,092,091  $2,417,261,101
    

See notes to financial statements.


5


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1995                                         ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Capital Reserves (the 'Trust') is an open-end diversified investment 
company registered under the Investment Company Act of 1940. The Trust consists 
of two portfolios: Alliance Capital Reserves (the 'Portfolio') and Alliance 
Money Reserves. Each portfolio is considered to be a separate entity for 
financial reporting and tax purposes. The following is a summary of significant 
accounting policies followed by the Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity.

2. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

3. DIVIDENDS
The Portfolio declares dividends daily and automatically reinvests such 
dividends in additional shares at net asset value. Net realized capital gains 
on investments, if any, are expected to be distributed near year end.

4. GENERAL
Interest income is accrued as earned. Security transactions are recorded on a 
trade date basis. Realized gain (loss) from security transactions is recorded 
on the identified cost basis. It is the Portfolio's policy to take possession 
of securities as collateral under repurchase agreements and to determine on a 
daily basis that the value of such securities are sufficient to cover the value 
of the repurchase agreements.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed to reimburse the 
Portfolio to the extent that its annual aggregate expenses (excluding taxes, 
brokerage, interest and, where permitted, extraordinary expenses) exceed 1% of 
its average daily net assets for any fiscal year. For the year ended June 30, 
1995, the reimbursement amounted to $747,511. The Portfolio compensates 
Alliance Fund Services, Inc. (a wholly-owned subsidiary of the Adviser) for 
providing personnel and facilities to perform transfer agency services for the 
Portfolio. Such compensation amounted to $3,414,111 for the year ended June 30, 
1995.

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays the Adviser a distribution fee at an annual 
rate of up to .25 of 1% of the average daily value of the Portfolio's net 
assets.

The Plan provides that the Adviser will use amounts payable under the Plan in 
their entirety for (i) payments to broker-dealers and other financial 
intermediaries, including the Portfolio's distributor, for distribution 
assistance and payments to banks and other depository institutions for 
administrative and accounting services and (ii) otherwise promoting the sale of 
shares of the Portfolio. For the year ended June 30, 1995, the distribution fee 
amounted to $6,280,954. In addition, the Portfolio reimbursed certain 
broker-dealers for administrative costs incurred in connection with providing 
shareholder services, accounting, bookkeeping, legal and compliance support. 
For the year ended June 30, 1995, such payments by the Portfolio amounted to 
$705,717 of which $149,500 was paid to the Adviser.


6


                                                      ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1995, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1995 the 
Portfolio had a capital loss carryforward of $661,083 of which $85,995 expires 
in 2001, $49,939 expires in 2002 and $525,149 expires in 2003.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.001 par value) are authorized. At June 30, 
1995, capital paid-in aggregated $3,024,753,174. Transactions, all at $1.00 per 
share, were as follows:

                                                  YEAR ENDED        YEAR ENDED
                                               JUNE 30, 1995     JUNE 30, 1994
                                             ----------------   ---------------
Shares sold                                   11,681,203,006     9,686,454,531
Shares issued on reinvestments of dividends      113,392,834        57,999,637
Shares redeemed                              (11,187,239,701)   (9,439,011,734)
Net increase                                     607,356,139       305,442,434
   
   
NOTE F: RESTRICTED SECURITIES
The following securities are restricted as to resale except among qualified 
institutional investors such as the Portfolio.

                                                DATE                   % OF NET
SECURITY                                      ACQUIRED       VALUE       ASSETS
--------                                      --------   -----------   --------
CS First Boston, Inc., 6.11%, 4/01/96 FRN      3/30/95   $15,000,000       .50%
Goldman Sachs Group, 5.53%, 11/02/95 FRN      11/02/94    20,000,000       .66
                                                         -----------   --------
                                                         $35,000,000      1.16%
    
    
7


NOTES TO FINANCIAL STATEMENTS (CONTINUED)             ALLIANCE CAPITAL RESERVES
-------------------------------------------------------------------------------

NOTE G: FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout each period.

<TABLE>
<CAPTION>
                                                                   YEAR ENDED JUNE 30,
                                                     ------------------------------------------------
                                                        1995      1994      1993      1992      1991
                                                      -------   -------   -------   -------   -------
<S>                                                   <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of period                  $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                  .0447     .0255     .0266     .0438     .0662
Net realized gain on investments                          -0-       -0-    .0003     .0013        -0-
Net increase in net assets from operations             .0447     .0255     .0269     .0451     .0662
      
LESS: DISTRIBUTIONS
Dividends from net investment income                  (.0447)   (.0255)   (.0266)   (.0438)   (.0662)
Distributions from net realized gains                     -0-       -0-   (.0003)   (.0013)       -0-
Total dividends and distributions                     (.0447)   (.0255)   (.0269)   (.0451)   (.0662)
Net asset value, end of period                        $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00
      
TOTAL RETURNS
Total investment return based on:
  net asset value (a)                                   4.57%     2.58%     2.73%     4.61%     6.84%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in millions)                 $3,024    $2,417    $2,112    $1,947    $1,937
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements           1.00%     1.00%     1.00%     1.00%      .97%
  Expenses, before waivers and reimbursements           1.03%     1.03%     1.00%     1.00%      .97%
  Net investment income                                 4.51%     2.57%     2.65%     4.37%     6.62%
</TABLE>


(a)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.


8


INDEPENDENT AUDITOR'S REPORT                          ALLIANCE CAPITAL RESERVES
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TO THE BOARD OF TRUSTEES AND SHAREHOLDERS
ALLIANCE CAPITAL RESERVES PORTFOLIO

We have audited the accompanying statement of net assets of Alliance Capital 
Reserves Portfolio as of June 30, 1995 and the related statements of 
operations, changes in net assets, and financial highlights for the periods 
indicated in the accompanying financial statements. These financial statements 
and financial highlights are the responsibility of the Portfolio's management. 
Our responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1995 by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Alliance Capital Reserves Portfolio as of June 30, 1995, and the results of its 
operations, changes in its net assets, and its financial highlights for the 
periods indicated, in conformity with generally accepted accounting principles.
New York, New York

August 8, 1995


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                                                      ALLIANCE CAPITAL RESERVES
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TRUSTEES
DAVE H. WILLIAMS, CHAIRMAN
JOHN D. CARIFA
SAM Y. CROSS
CHARLES H.P. DUELL
WILLIAM H. FOULK, JR.
ELIZABETH J. MCCORMACK
DAVID K. STORRS
SHELBY WHITE
JOHN WINTHROP

OFFICERS
RONALD M. WHITEHILL, PRESIDENT
JOHN R. BONCZEK, SENIOR VICE PRESIDENT
KATHLEEN A. CORBET, SENIOR VICE PRESIDENT
ROBERT I. KURZWEIL, SENIOR VICE PRESIDENT
WAYNE LYSKI, SENIOR VICE PRESIDENT
PATRICIA NETTER, SENIOR VICE PRESIDENT
RONALD R. VALEGGIA, SENIOR VICE PRESIDENT
DREW BIEGEL, VICE PRESIDENT
JOHN F. CHIODI, JR., VICE PRESIDENT
DORIS T. CILIBERTI, VICE PRESIDENT
PAMELA F. RICHARDSON, VICE PRESIDENT
RAYMOND J. PAPERA, VICE PRESIDENT
EDMUND P. BERGAN, JR., SECRETARY
MARK D. GERSTEN, TREASURER & CHIEF FINANCIAL OFFICER
JOSEPH J. MANTINEO, CONTROLLER

CUSTODIAN
STATE STREET BANK AND TRUST COMPANY
P.O. Box 1912
Boston, MA 02105

LEGAL COUNSEL
SEWARD & KISSEL
One Battery Park Plaza
New York, NY 10004

AUDITORS
MCGLADREY & PULLEN, LLP
555 Fifth Avenue
New York, NY 10017

TRANSFER AGENT
ALLIANCE FUND SERVICES, INC.
P.O. Box 1520
Secaucus, NJ 07096-1520

DISTRIBUTOR
ALLIANCE FUND DISTRIBUTORS, INC.
1345 Avenue of the Americas
New York, NY 10105


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ALLIANCE CAPITAL RESERVES
1345 Avenue of the Americas, New York, NY  10105
Toll free 1 (800) 221-5672

YIELDS. For current recorded yield information on Alliance
Capital Reserves, call on a touch-tone telephone toll-free
(800) 251-0539 and press the following sequence of keys:

1 # 1 # 3 9 #

For non-touch-tone telephones, call toll-free (800) 221-9513

ALLIANCECAPITAL

DISTRIBUTION OF THIS REPORT OTHER THAN TO SHAREHOLDERS MUST
BE PRECEDED OR ACCOMPANIED BY THE FUND'S CURRENT PROSPECTUS, 
WHICH CONTAINS FURTHER INFORMATION ABOUT THE FUND.

R THESE REGISTERED SERVICE MARKS USED UNDER LICENSE FROM 
THE OWNER, ALLIANCE CAPITAL MANAGEMENT L.P. 

ALC507069
CAPAR



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