<PAGE>
As filed with the Securities and Exchange Commission
on September 5, 1996
File No. 2-61564
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ / /
Post-Effective Amendment No. 29 / x /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27 / /
_________________________________________
ALLIANCE CAPITAL RESERVES
1345 Avenue of the Americas, New York, N.Y. 10105
(800) 221- 5672
_________________________________________
EDMUND P. BERGAN, JR.
1345 Avenue of the Americas, New York, N.Y. 10105
(Name and address of Agent for Service)
Title of Proposed Proposed
Securities Amount Maximum Maximum
Being Being Offering Aggregate Amount of
Registered Registered Price Offering Registration
Beneficial Per Unit* Price** Fee
Interest
$.001 par
value for
the Money
Reserves
Portfolio 1,755,522,624 $1.00 $290,000 $100
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* Estimated solely for the purpose of determining the amount of
the registration fee based on the net asset value per share of
the Alliance Money Reserves Portfolio of the Registrant's
Beneficial Interest of $1.00 on August 23, 1996.
** The calculation of the maximum aggregate offering price is
made pursuant to Rule 24e-2 (a) under the Investment Company
Act of 1940 and is based on the following: the total amount of
securities redeemed or repurchased during the fiscal year
ended June 30, 1996 by the Alliance Money Reserves Portfolio
of the Fund was 9,622,058,391, of which 7,866,825,767 was
previously used for reduction pursuant to Rule 24f-2 or Rule
24e-2 (a) and 1,755,232,624 of which is being so used for such
reduction in this amendment.
It is proposed that this filing will become effective (check
appropriate box)
_X_ immediately upon filing pursuant to paragraph (b)
___ on (date) pursuant to paragraph (b)
___ 60 days after filing pursuant to paragraph (a)(i)
___ on (date) pursuant to paragraph (a)(i)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on (date) pursuant to paragraph (a)(2) of Rule 485
EXHIBIT: Opinion of Seward & Kissel
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
the Registrant certifies that it meets all of the requirements
for effectiveness of this Amendment to its Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has
duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, hereunto duly
authorized, in the City of New York and State of New York, on the
29th day of August, 1996.
ALLIANCE CAPITAL RESERVES
by /s/ Ronald M. Whitehill
________________________
Ronald M. Whitehill
President
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated:
Signature Title Date
_________ _____ ____
1) Principal Executive
Officer
/s/ Ronald M. Whitehill President 8/29/96
_______________________
Ronald M. Whitehill
2) Principal Accounting and
Financial Officer
/s/ Mark D. Gersten Treasurer 8/29/96
_______________________
Mark D. Gersten
3) All of the Trustees
John D. Carifa Elizabeth J. McCormack
Sam Y. Cross David K. Storrs
Charles H.P. Duell Shelby White
William H. Foulk, Jr. Dave H. Williams
<PAGE>
by /s/ John D. Carifa 8/29/96
_______________________
(Attorney-in-fact)
John D. Carifa
00250122.AE0
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SEWARD & KISSEL
One Battery Park Plaza
New York, N.Y. 10004
Telephone: (212) 574-1200
Facsimile: (212) 480-8421
September 5, 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 registration of an additional
1,755,522,624 shares of beneficial interest, par value $.001
per share, of the Company under the Securities Act of 1933,
as amended (the "Act").
As counsel for the Company, we have participated in
the preparation of Post-Effective Amendment No. 29 to the
Company's Registration Statement on Form N-1A under the Act
(File No. 2-61564) relating to such additional shares and
have examined and relied upon corporate 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 1,755,522,624 additional shares of beneficial
interest of the Company being registered by Post-Effective
Amendment No. 29 to the Company's Registration Statement are
duly authorized and unissued shares, and when such shares
have been duly sold, issued and paid for as contemplated in
the Company's Prospectus forming a part of its Registration
Statement under the Act, such shares will have been validly
and legally issued (assuming that none of such shares is
sold at a time when such sale would cause the Company to
have outstanding more than the number of shares of
beneficial interest authorized to be issued by the Company's
governing documents) and will be fully paid and non-
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assessable shares of beneficial interest of the Company
under the laws of the Commonwealth of Massachusetts
(assuming that the sale price of each share is not less than
the par value thereof).
Our opinion above stated is expressed as members of
the bar of the State of New York.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit to
above-referenced Post-Effective Amendment No. 29 to the
Company's Registration Statement.
Very truly yours,
/s/ Seward & Kissel
00250122.AE0
