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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, 1997
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:
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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 1,755,522,624 shares
$1,755,522,624
9. Number and aggregate sale price of securities sold
during the fiscal year:
Alliance Capital Reserves 26,431,373,115 shares
$26,431,373,115
Alliance Money Reserves 2,835,564,705 shares
$2,835,564,705
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 26,431,373,115 shares
$26,431,373,115
Alliance Money Reserves 1,080,042,081 shares
$ 1,080,042,081
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 251,419,428 shares
$251,419,428
Alliance Money Reserves 40,995,145 shares
$40,995,145
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 $26,431,373,115
Alliance Money Reserves $ 1,080,042,081
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
Alliance Capital Reserves $251,419,428
Alliance Money Reserves $ 40,995,145
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
Alliance Capital Reserves $25,754,065,571
Alliance Money Reserves $ 2,049,764,198
(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 $ 928,726,972
Alliance Money Reserves $(928,726,972)
TOTAL $ -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 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]:
Alliance Capital Reserves $ 281,432
Alliance Money Reserves $(281,432)
TOTAL $ -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).
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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, 1997
*Please print the name and title of the signing officer
below the signature.
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SEWARD & KISSEL
One Battery Park Plaza
New York, New York 10004
Telephone (212) 574-1200
Facsimile (212) 480-8421
August 26, 1997
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 27,511,415,196 shares of beneficial interest
of the Company, par value $.001 per share, during the fiscal year
of the Company ended June 30, 1997, 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
27,511,415,196 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.
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,
/s/ Seward & Kissel
00250122.AF5
