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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:
Alliance Capital Reserves
1345 Avenue of the Americas
New York, NY 10105
2. Name of each series or class of funds for which this notice
is filed:
Alliance Capital Reserves
Alliance Money Reserves
3. Investment Company Act File Number:
811-2835
Securities Act File Number:
2-61564
4. Last day of fiscal year for which this notice is filed:
June 30, 1996
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
year:
Alliance Capital Reserves -0- shares
$-0-
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Alliance Money Reserves -0- shares
$-0-
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
Alliance Capital Reserves -0- shares
$-0-
Alliance Money Reserves -0- shares
$-0-
9. Number and aggregate sale price of securities sold during
the fiscal year:
Alliance Capital Reserves 21,097,386,036 shares
$21,097,386,036
Alliance Money Reserves 7,775,799,887 shares
$7,775,799,887
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
Rule 24f-2:
Alliance Capital Reserves 21,097,386,036 shares
$21,097,386,036
Alliance Money Reserves 7,775,799,887 shares
$7,775,799,887
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see instruction B.7):
Alliance Capital Reserves 192,438,403 shares
$192,438,403
Alliance Money Reserves 91,025,881 shares
$91,025,881
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):
Alliance Capital Reserves $21,097,386,036
Alliance Money Reserves $ 7,775,799,887
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable):
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Alliance Capital Reserves $192,438,403
Alliance Money Reserves $ 91,025,881
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
Alliance Capital Reserves $19,509,791,101
Alliance Money Reserves $ 7,866,825,768
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable):
Alliance Capital Reserves -0-
Alliance Money Reserves -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):
Alliance Capital Reserves $1,780,033,338
Alliance Money Reserves $-0-
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see
instruction C.6):
x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
Alliance Capital Reserves $613,805
Alliance Money Reserves $-0-
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).
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
August 26, 1996
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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/ Mary Ann Milley
___________________
Mary Ann Milley
Assistant Secretary
Date: August 26, 1996
* Please print the name and title of the signing officer below
the signature.
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00250122.AD5
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SEWARD & KISSEL
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
August 29, 1996
Alliance Capital Reserves
1345 Avenue of the Americas
New York, New York 10105
Dear Sirs:
We have acted as counsel for Alliance Capital Reserves,
a Massachusetts business trust (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 28,873,185,923 shares of beneficial interest
of the Company, par value $.001 per share, during the fiscal year
of the Company ended June 30, 1996, 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
28,873,185,923 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 beneficial interest of the
Company under the laws of the Commonwealth of Massachusetts.
Our opinion above stated is expressed as members of the
bar of the State of New York.
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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,
Seward & Kissel
00250122.AD5
