ALLIANCE CAPITAL RESERVES
497, 1998-12-18
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     This is filed pursuant to Rule 497(e).
     File Nos.: 2-61564 and 811-02835


YIELDS
For current recorded yield information on the Funds, call toll-free: (800) 
221-9513.


The Funds are open-end management investment companies with investment 
objectives of safety, liquidity and maximum current income (in the case of 
Alliance Municipal Trust-General, exempt from Federal income taxes and, in the 
case of the New York, California, Connecticut, New Jersey, Virginia, Florida 
and Massachusetts Portfolios, exempt from Federal and state income taxes of the 
respective states) to the extent consistent with the first two objectives. 
Alliance Capital Reserves, Alliance Money Reserves, Alliance Government 
Reserves, Alliance Treasury Reserves and the General Portfolio of Alliance 
Municipal Trust are diversified. The New York, California, Connecticut, New 
Jersey, Virginia, Florida and Massachusetts Portfolios of Alliance Municipal 
Trust are non-diversified, and are offered only to residents of each such 
respective state. This prospectus sets forth the information about each Fund 
that a prospective investor should know before investing. Please retain it for 
future reference.

AN INVESTMENT IN A FUND IS (I) NEITHER INSURED NOR GUARANTEED BY THE U.S. 
GOVERNMENT; (II) NOT A DEPOSIT OR OBLIGATION OF OR GUARANTEED OR ENDORSED BY, 
ANY BANK; AND (III) NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE 
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. THERE CAN BE NO 
ASSURANCE THAT A FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF 
$1.00 PER SHARE. THE PORTFOLIOS OF ALLIANCE MUNICIPAL TRUST, EXCEPT FOR THE 
GENERAL PORTFOLIO, MAY INVEST A SIGNIFICANT PORTION OF THEIR ASSETS IN THE 
SECURITIES OF A SINGLE ISSUER. ACCORDINGLY, AN INVESTMENT IN SUCH PORTFOLIOS 
MAY BE RISKIER THAN AN INVESTMENT IN OTHER TYPES OF MONEY MARKET FUNDS.

A "Statement of Additional Information" for each Fund dated October 30, 1998, 
which provides a further discussion of certain areas in this prospectus and 
other matters which may be of interest to some investors, has been filed with 
the Securities and Exchange Commission and is incorporated herein by reference. 
A free copy may be obtained by contacting your Introducing Financial 
Institution.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE.


CONTENTS
EXPENSE INFORMATION                    2
FINANCIAL HIGHLIGHTS                   3
INVESTMENT OBJECTIVES AND POLICIES     8
PURCHASE AND REDEMPTION OF SHARES     15
ADDITIONAL INFORMATION                16


PE3ASR98





ALLIANCE MONEY FUNDS


ALLIANCE CAPITAL RESERVES
ALLIANCE MONEY RESERVES
ALLIANCE GOVERNMENT RESERVES
ALLIANCE TREASURY RESERVES
ALLIANCE MUNICIPAL TRUST
- - GENERAL PORTFOLIO
- - CALIFORNIA PORTFOLIO
- - CONNECTICUT PORTFOLIO
- - FLORIDA PORTFOLIO
- - MASSACHUSETTS PORTFOLIO
- - NEW JERSEY PORTFOLIO
- - NEW YORK PORTFOLIO
- - VIRGINIA PORTFOLIO


PROSPECTUS
OCTOBER 30, 1998


ALLIANCE CAPITAL




                             EXPENSE INFORMATION
_______________________________________________________________________________

SHAREHOLDER TRANSACTION EXPENSES
The Funds have no sales load on purchases or reinvested dividends, deferred 
sales load, redemption fee or exchange fee.


<TABLE>
<CAPTION>
ANNUAL FUND OPERATING
  EXPENSES (as a percentage of 
  average net assets, after     ACR    AMR    AGR    ATR   AMT-GEN  AMT-NY  AMT-CA  AMT-CT  AMT-NJ  AMT-VA  AMT-FL  AMT-MA
  expense reimbursement)       -----  -----  -----  -----  -------  ------  ------  ------  ------  ------  ------  ------
<S>                            <C>    <C>    <C>    <C>    <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>
    Management Fees             .46%   .48%   .46%   .49%    .50%    .50%    .50%    .50%    .50%    .50%    .50%    .50%
    12b-1 Fees                  .25    .25    .25    .25     .25     .25     .25     .25     .25     .25     .25     .25
    Other Expenses              .29    .27    .29    .26     .25     .25     .25     .25     .25     .25     .25     .25
    Total Fund Operating 
      Expenses                 1.00%  1.00%  1.00%  1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%
</TABLE>


EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming a 5% 
annual return (cumulatively through the end of each time period):

                         1 YEAR    3 YEARS   5 YEARS  10 YEARS
                        --------  --------  --------  --------
  ACR                      $10       $32       $55      $122
  AMR                      $10       $32       $55      $122
  AGR                      $10       $32       $55      $122
  ATR                      $10       $32       $55      $122
  AMT--General             $10       $32       $55      $122
  AMT--New York            $10       $32       $55      $122
  AMT--California          $10       $32       $55      $122
  AMT--Connecticut         $10       $32       $55      $122
  AMT--New Jersey          $10       $32       $55      $122
  AMT--Virginia            $10       $32       $55      $122
  AMT--Florida             $10       $32       $55      $122
  AMT--Massachusetts       $10       $32       $55      $122


The purpose of the foregoing table is to assist the investor in understanding 
the various costs and expenses that an investor in the Fund will bear directly 
and indirectly. The expenses listed in the table for AMR, AGR, ATR, AMT-NY, 
AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA are net of the contractual 
reimbursement by the Adviser described in this prospectus. The expenses of such 
Portfolios, before expense reimbursements, would be: AMR: Management 
Fees--.48%, 12b-1 Fees--.25%, Other Expenses--.29% and Total Operating 
Expenses--l.02%; AGR: Management Fees--.47%, 12b-1 Fees--.25%, Other 
Expenses--.29% and Total Operating Expenses--1.01%; ATR: Management Fees--.50%, 
12b-1 Fees--.25%, Other Expenses--.26% and Total Operating Expenses--l.01%; 
AMT-NY: Management Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.26% and Total 
Operating Expenses--l.01%; AMT-CT: Management Fee--.50%, 12b-1 Fees--.25%, 
Other Expenses--.31% and Total Operating Expenses--1.06%; AMT-NJ: Management 
Fee--.50%, 12b-1 Fees--.25%, Other Expenses--.32% and Total Operating 
Expenses--l.07%; AMT-VA: Management Fee--.50%, 12b-1 Fees--.25%, Other 
Expenses--.28% and Total Operating Expenses--1.03%; AMT-FL: Management 
Fee--.50%, 12b-1 Fees--.25%, Other Expenses--.31% and Total Operating 
Expenses--1.06%; and AMT-MA: Management Fees--.50%, 12b-1 Fees--.25%, Other 
Expenses--.62% and Total Operating Expenses--1.37%. THE EXAMPLE SHOULD NOT BE 
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE 
GREATER OR LESS THAN THOSE SHOWN.


2



    FINANCIAL HIGHLIGHTS - FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
_______________________________________________________________________________

The following tables have been audited by McGladrey & Pullen LLP, each of the 
Fund's independent auditors, whose unqualified report thereon appears in each 
Statement of Additional Information. This information should be read in 
conjunction with the financial statements and notes thereto included in each 
Fund's Statement of Additional Information.

ALLIANCE CAPITAL RESERVES
<TABLE>
<CAPTION>
                                                                     YEAR ENDED JUNE 30,
                                           ----------------------------------------------------------------------------------------
                                             1998     1997     1996     1995     1994     1993     1992     1991     1990     1989
                                           -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                        <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, beginning of year         $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                       .0471    .0452    .0471    .0447    .0255    .0266    .0438    .0662    .0782    .0788
Net realized gain on investments               -0-      -0-      -0-      -0-      -0-   .0003    .0013       -0- -0-  -0-
Net increase in net assets from operations  .0471    .0452    .0471    .0447    .0255    .0269    .0451    .0662    .0782    .0788

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income       (.0471)  (.0452)  (.0471)  (.0447)  (.0255)  (.0266)  (.0438)  (.0662)  (.0782)  (.0788)
Distributions from net realized gains          -0-      -0-      -0-      -0-      -0-  (.0003)  (.0013) -0-  -0-      -0-
Total dividends and distributions          (.0471)  (.0452)  (.0471)  (.0447)  (.0255)  (.0269)  (.0451)  (.0662)  (.0782)  (.0788)
Net asset value, end of year               $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00
 
TOTAL RETURN
Total investment return based on
  net asset value(a)                         4.83%    4.63%    4.82%    4.57%    2.58%    2.73%    4.61%    6.84%    8.14%    8.20%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in millions)      $8,015   $5,733   $4,804   $3,024   $2,417   $2,112   $1,947   $1,937   $1,891   $1,536
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                           1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%     .97%     .88%     .95%
  Expenses, before waivers and 
    reimbursements                           1.00%    1.00%    1.00%    1.03%    1.03%    1.00%    1.00%     .97%     .98%    1.05%
  Net investment income(b)                   4.71%    4.53%    4.69%    4.51%    2.57%    2.65%    4.37%    6.62%    7.82%    7.87%
</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.

(b)  Net of expenses reimbursed or waived by the Adviser.



ALLIANCE MONEY RESERVES

<TABLE>
<CAPTION>
                                                                                                                        FEBRUARY 16,
                                                                                                                          1989(A)
                                                                           YEAR ENDED JUNE 30,                            THROUGH
                                         -------------------------------------------------------------------------------  JUNE 30,
                                           1998     1997     1996     1995     1994     1993     1992     1991     1990     1989
                                         -------  -------  -------  -------  -------  -------  -------  -------  -------  ----------
<S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, beginning of period     $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)                   .047     .045     .047     .045     .025     .027     .044     .066     .079     .033

LESS: DIVIDENDS
Dividends from net investment income      (.047)   (.045)   (.047)   (.045)   (.025)   (.027)   (.044)   (.066)   (.079)   (.033)
Net asset value, end of period           $ 1.00   $1 .00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00
 
TOTAL RETURN
Total investment return based on:
  Net asset value(c)                       4.83%    4.64%    4.81%    4.50%    2.57%    2.71%    4.47%    6.87%    8.26%    9.18%(d)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)  $1,166   $1,011     $755   $2,510   $1,795   $1,626   $1,412   $1,262     $993     $563
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                         1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%     .97%     .89%     .99%(d)
  Expenses, before waivers and 
    reimbursements                         1.02%    1.06%    1.00%    1.04%    1.09%    1.04%    1.04%    1.03%      99%    1.09%(d)
  Net investment income(b)                 4.72%    4.55%    4.80%    4.53%    2.55%    2.67%    4.33%    6.56%    7.92%    9.16%(d)
</TABLE>


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.


3



ALLIANCE GOVERNMENT RESERVES

<TABLE>
<CAPTION>
                                                                   YEAR ENDED JUNE 30,
                                       ---------------------------------------------------------------------------------------------
                                         1998      1997     1996      1995      1994      1993      1992     1991     1990     1989
                                       --------- ------- ---------- --------- --------- --------- -------  -------  -------  -------
<S>                                    <C>       <C>     <C>        <C>       <C>       <C>       <C>      <C>      <C>      <C>
Net asset value, beginning of year     $ 1.00    $ 1.00   $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00   $ 1.00   $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)                .0463(b)  .0443    .0461(b)  .0439(b)  .0244(b)  .0256(b)  .0421    .0640    .0765    .0774
Net realized gain on investments           -0-       -0-      -0-       -0-       -0-    .0001        -0-      -0-   .0001       -0-
Net increase in net assets from 
  operations                            .0463     .0443    .0461     .0439     .0244     .0257     .0421    .0640    .0766    .0774

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment income   (.0463)   (.0443)  (.0461)   (.0439)   (.0244)   (.0256)   (.0421)  (.0640)  (.0765)  (.0774)
Distributions from net realized gains      -0-       -0-      -0-       -0-       -0-   (.0001)       -0-      -0-  (.0001)      -0-
Total dividends and distributions      (.0463)   (.0443)  (.0461)   (.0439)   (.0244)   (.0257)   (.0421)  (.0640)  (.0766)  (.0774)
Net asset value, end of year           $ 1.00    $ 1.00   $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00   $ 1.00   $ 1.00
 
TOTAL RETURN
Total investment return based on:
  Net asset value(a)                     4.74%     4.53%    4.72%     4.48%     2.48%     2.60%     4.30%    6.61%    7.96%    8.04%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in millions)  $4,909    $3,762   $3,205    $2,514    $2,061    $1,783    $1,572   $1,070     $584     $522
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                       1.00%     1.00%    1.00%     1.00%     1.00%     1.00%      .95%     .89%     .88%     .88%
  Expenses, before waivers and 
    reimbursements                       1.01%     1.00%    1.01%     1.05%     1.04%     1.02%      .97%     .93%     .98%     .98%
  Net investment income(b)               4.63%(b)  4.44%    4.60%(b)  4.42%(b)  2.46%(b)  2.55%(b)  4.17%    6.28%    7.65%    7.86%
</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.

(b)  Net of expenses reimbursed or waived by the Adviser.


ALLIANCE TREASURY RESERVES

<TABLE>
<CAPTION>
                                                                                                   SEPTEMBER 1,
                                                                                                      1993(A)
                                                                 YEAR ENDED JUNE 30,                  THROUGH
                                                --------------------------------------------------    JUNE 30,
                                                    1998         1997         1996         1995         1994
                                                -----------  -----------  -----------  -----------  -----------
<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(b)                           .0453        .0443        .0466        .0460        0.260
LESS: DIVIDENDS
Dividends from net investment income              (.0453)      (.0443)      (.0466)      (.0460)      (.0260)
Net asset value, end of period                    $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
 
TOTAL RETURN
Total investment return based on:
  net asset value(c)                                4.63%        4.53%        4.77%        4.71%        3.18%(d)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands)          $740,056     $704,084     $700,558     $493,702      $80,720
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements        .95%         .85%         .81%         .69%         .28%(d)
  Expenses, before waivers and reimbursements       1.01%        1.00%        1.05%        1.05%        1.28%(d)
  Net investment income(b)                          4.53%        4.43%        4.64%        4.86%        3.24%(d)
</TABLE>


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.


4


ALLIANCE MUNICIPAL TRUST

<TABLE>
<CAPTION>
                                                                       GENERAL PORTFOLIO
                                 ---------------------------------------------------------------------------------------------------
                                                                                                                 SIX MONTHS   YEAR
                                                                YEAR ENDED JUNE 30,                                ENDED      ENDED
                                 -------------------------------------------------------------------------------- JUNE 30,  DEC. 31,
                                   1998    1997    1996    1995       1994       1993       1992    1991    1990    1989       1988
                                 ------- ------- ------- ---------- ---------- ---------- ------- ------- ------- ---------- -------
<S>                              <C>     <C>     <C>     <C>        <C>        <C>        <C>     <C>     <C>     <C>        <C>
Net asset value, beginning of 
  period                         $ 1.00  $ 1.00  $ 1.00  $ 1.00     $ 1.00     $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00     $ 1.00

INCOME FROM INVESTMENT 
OPERATIONS
Net investment income              .028    .028    .029    .028(d)    .018(d)    .020(d)    .034    .046    .055    .030       .047
Net realized and unrealized loss 
  on investments                     -0-     -0-     -0-  (.003)        -0-        -0-        -0-     -0-     -0-     -0-        -0-
Net increase in net asset value 
  from operations                  .028    .028    .029    .025       .018       .020       .034    .046    .055    .030       .047

ADD: CAPITAL CONTRIBUTIONS
Capital Contributed by the Adviser   -0-     -0-     -0-   .003         -0-        -0-        -0-     -0-     -0-     -0-        -0-

LESS: DIVIDENDS
Dividends from net investment 
  income                          (.028)  (.028)  (.029)  (.028)     (.018)     (.020)     (.034)  (.046)  (.055)  (.030)     (.047)
Net asset value, end of period   $ 1.00  $ 1.00  $ 1.00  $ 1.00     $ 1.00     $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00     $ 1.00
 
TOTAL RETURN
Total investment return based 
  on net asset value(a)            2.85%   2.81%   2.93%   2.83%(c)   1.81%      2.05%      3.48%   4.71%   5.65%   6.13%(b)   4.81%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period 
  (in millions)                  $1,196    $980  $1,148  $1,189     $1,134     $1,016       $914    $883    $798    $695       $633
Ratio to average net assets of:
  Expenses, net of waivers 
    and reimbursements              .98%    .94%    .95%    .94%       .92%       .92%       .92%  .89%    .83%    .84%(b)      .83%
  Expenses, before waivers 
    and reimbursements              .98%    .94%    .95%    .95%       .94%       .94%       .95%  .95%    .93%    .94%(b)      .93%
  Net investment income(d)         2.81%   2.76%   2.90%   2.78%(d)   1.80%(d)   2.02%(d)   3.40%   4.57%   5.50%   5.96%(b)   4.69%
</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.

(b)  Annualized.

(c)  The capital contribution by the Adviser had no effect on total return.

(d)  Net of expenses reimbursed or waived by the Adviser.


<TABLE>
<CAPTION>
                                                                NEW YORK PORTFOLIO
                     ---------------------------------------------------------------------------------------------------------------
                                                                                                               SIX MONTHS     YEAR
                                                         YEAR ENDED JUNE 30,                                      ENDED       ENDED
                     -----------------------------------------------------------------------------------------   JUNE 30,   DEC. 31,
                         1998      1997      1996      1995      1994      1993      1992      1991      1990      1989        1988
                     --------- --------- --------- --------- --------- --------- --------- --------- --------- ------------ --------
<S>                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>          <C>
Net asset value, 
  beginning of period  $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00      $ 1.00

INCOME FROM 
INVESTMENT 
OPERATIONS
Net investment 
  income(a)              .027      .027      .028      .028      .018      .019      .034      .042      .051      .027        .041

LESS DIVIDENDS
Dividends from net 
  investment income     (.027)    (.027)    (.028)    (.028)    (.018)    (.019)    (.034)    (.042)    (.051)    (.027)      (.041)
Net asset value, end 
  of period            $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00      $ 1.00
 
TOTAL RETURN
Total investment ]
  return based on net
   asset value(b)        2.74%     2.77%     2.87%     2.84%     1.77%     1.94%     3.47%     4.32%     5.26%     5.61%(c)    4.14%

RATIOS/SUPPLEMENTAL
DATA
Net assets, end of 
  period (000's 
  omitted)           $520,562  $355,461  $330,984  $177,254  $162,839  $100,529  $100,476   $71,748   $62,536   $41,910     $41,335
Ratio to average 
  net assets of:
  Expenses, net of 
    waivers and 
    reimbursements        .93%     .85%       .85%      .85%      .84%      .80%      .80%      .80%      .80%      .85%(c)    1.00%
  Expenses, before 
    waivers and 
    reimbursements       1.01%    1.04%      1.03%     1.03%     1.08%     1.06%     1.12%     1.15%     1.18%     1.35%(c)    1.33%
  Net investment 
    income(a)            2.69%    2.73%      2.82%     2.81%     1.77%     1.91%     3.35%     4.20%     5.13%     5.45%(c)    4.03%


(a)  Net of expenses reimbursed or waived by the Adviser.

(b)  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.

(c)  Annualized.


5




</TABLE>
<TABLE>
<CAPTION>
                                                 CALIFORNIA PORTFOLIO
                        ------------------------------------------------------------------------------------------------------------
                                                                                                               SIX       JUNE 2,
                                                                                                              MONTHS     1988(A)
                                                            YEAR ENDED JUNE 30,                               ENDED      THROUGH
                        -----------------------------------------------------------------------------------  JUNE 30,    DEC. 31,
                            1998      1997      1996      1995    1994     1993     1992     1991     1990     1989        1988
A                       --------- --------- --------- -------- -------- -------- -------- -------- -------- ----------- ------------
<S>                     <C>       <C>       <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>         <C>
Net asset value, 
  beginning of period     $ 1.00    $ 1.00    $ 1.00    $ 1.00  $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00       $ 1.00
INCOME FROM INVESTMENT 
OPERATIONS
Net investment income(b)    .027      .027      .029      .027     .018     .020     .032     .043     .050     0.29        .030
LESS: DIVIDENDS 
Dividends from net 
  investment income        (.027)    (.027)    (.029)    (.027)   (.018)   (.020)   (.032)   (.043)   (.050)   (.029)      (.030)
Net asset value,
  end of period           $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00      $ 1.00
 
TOTAL RETURN
Total investment 
  return based on 
  net asset value(c)        2.74%     2.76%     2.91%     2.78%    1.83%    2.05%    3.26%    4.43%    5.17%    6.02%(d)    5.20%(d)

RATIOS/SUPPLEMENTAL
DATA 
Net assets, end of 
  period 
  (000's omitted)       $422,464  $357,148  $297,862  $236,479 $219,673 $156,200 $121,317 $111,957 $104,097 $242,124    $103,390
Ratio to average 
net assets of:
  Expenses, net of 
    waivers and 
    reimbursements           .96%      .93%      .93%      .93%     .93%     .93%     .95%    1.00%     .99%     .92%(d)     .89%(d)
  Expenses, before 
    waivers and 
    reimbursements           .97%      .96%      .94%     1.01%    1.02%    1.02%    1.05%    1.10%    1.09%    1.02%(d)    1.10%(d)
  Net investment
    income(b)               2.71%     2.73%     2.86%     2.75%    1.82%    2.01%    3.18%    4.32%    5.03%    5.90%(d)    5.21%(d)
</TABLE>


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.


<TABLE>
<CAPTION>
                                                                            CONNECTICUT PORTFOLIO
                                       ---------------------------------------------------------------------------------------------
                                                                                                                         JANUARY 5,
                                                                                                                           1990(A)
                                                                         YEAR ENDED JUNE 30,                               THROUGH
                                       --------------------------------------------------------------------------------   JUNE 30,
                                           1998       1997      1996      1995      1994      1993      1992      1991      1990
                                       ---------  ---------  --------  --------  --------  --------  --------  --------  -----------
<S>                                    <C>        <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value,
  beginning of period                    $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)                   .027       .027      .028      .028      .017      .020      .033      .045      .026

LESS: DIVIDENDS
Dividends from net investment income      (.027)     (.027)    (.028)    (.028)    (.017)    (.020)    (.033)    (.045)    (.026)
Net asset value, end of period           $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00

TOTAL RETURN
Total investment return based
  on net asset value(c)                    2.75%      2.76%     2.88%     2.78%     1.71%     2.00%     3.35%     4.57%     5.53%(d)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period 
  (000's omitted)                      $124,107   $102,612   $95,812   $75,991   $57,314   $56,224   $54,751   $48,482   $27,945
Ratio to net assets of:
  Expenses, net of waivers and 
    reimbursements                                     .93%      .80%      .80%      .80%      .77%      .70% .58% .44%      .19%(d)
  Expenses, before waivers and 
    reimbursements                         1.06%      1.10%     1.15%     1.21%     1.21%     1.16%     1.22%     1.16%     1.10%(d)
  Net investment income(b)                 2.69%      2.72%     2.84%     2.77%     1.69%     1.97%     3.28%     4.39%     5.39%(d)
</TABLE>


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.


6


<TABLE>
<CAPTION>
                                                                    NEW JERSEY PORTFOLIO
                                            ------------------------------------------------------------------
                                                                                                   FEBRUARY 7,
                                                                                                    1994(A)
                                                              YEAR ENDED JUNE 30,                    THROUGH
                                              --------------------------------------------------     JUNE 30,
                                                  1998         1997         1996         1995         1994
                                              -----------  -----------  -----------  -----------  -----------
<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(b)                          .026         .027         .028         .029         .008

LESS: DIVIDENDS
Dividends from net investment income             (.026)       (.027)       (.028)       (.029)       (.008)
Net asset value, end of period                  $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00
 
TOTAL RETURN
Total investment return based on 
  net asset value(c)                              2.67%        2.72%        2.89%        2.93%        2.08%(d)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)     $151,617     $123,579      $98,098      $74,133      $36,909
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements      .94%         .85%         .82%         .74%         .70%(d)
  Expenses, before waivers and reimbursements     1.07%        1.12%        1.19%        1.29%        1.93%(d)
  Net investment income(b)                        2.63%        2.68%        2.84%        2.98%        2.07%(d)
</TABLE>


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.



<TABLE>
<CAPTION>
                                                             VIRGINIA PORTFOLIO                        FLORIDA PORTFOLIO
                                              ------------------------------------------------ ------------------------------------
                                                                                   OCTOBER 25                            JULY 28,
                                                                                    1994(A)          YEAR ENDED          1995(A)
                                                       YEAR ENDED JUNE 30,          THROUGH            JUNE 30,          THROUGH
                                              ----------------------------------    JUNE 30,   ----------------------    JUNE 30,
                                                  1998        1997        1996        1995         1998        1997        1996
                                              ----------  ----------  ----------  ------------ ----------  ----------  ------------
<S>                                           <C>         <C>         <C>         <C>          <C>         <C>         <C>
Net asset value, beginning of period            $ 1.00      $ 1.00      $ 1.00      $ 1.00       $ 1.00      $ 1.00      $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)                          .029        .028        .029        .023         .028        .030        .030

LESS DIVIDENDS
Dividends from net investment income             (.029)      (.028)      (.029)      (.023)       (.028)      (.030)      (.030)
Net asset value, end of period                  $ 1.00      $ 1.00      $ 1.00      $ 1.00       $ 1.00      $ 1.00      $ 1.00

TAX RETURN
Total investment return based 
  on net asset value(c)                           2.90%       2.83%       2.97%       3.48%(d)     2.87%       3.03%       3.32%(d)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)     $123,822     $78,775     $89,557     $66,921     $113,095     $89,149     $91,179
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements      .93%        .80%        .78%        .44%(d)      .93%        .65%        .58%(d)
  Expenses, before waivers and reimbursements     1.03%       1.15%       1.15%       1.30%(d)     1.06%       1.10%       1.24%(d)
  Net investment income(b)                        2.86%       2.78%       2.91%       3.48%(d)     2.82%       2.97%       3.12%(d)
</TABLE>


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.


7



                                                       MASSACHUSETTS PORTFOLIO
                                                       ------------------------
                                                                      APRIL 17,
                                                          YEAR         1997(A)
                                                          ENDED        THROUGH
                                                         JUNE 30,      JUNE 30,
                                                           1998           1997
                                                       -----------   ----------
Net asset value, beginning of period                     $ 1.00         $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income(b)                                   .028           .007

LESS: DIVIDENDS
Dividends from net investment income                      (.028)         (.007)
Net asset value, end of period                           $ 1.00         $ 1.00

TOTAL RETURN
Total investment return based on net asset value(c)(d)     2.83%          3.53%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)               $27,832        $15,046
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements(d)            .85%           .50%
  Expenses, before waivers and reimbursements(d)           1.37%          2.99%
  Net investment income(b)(d)                              2.80%          3.47%


(a)  Commencement of operations.

(b)  Net of expenses reimbursed or waived by the Adviser.

(c)  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.

(d)  Annualized.


_______________________________________________________________________________

From time to time each Fund advertises its "yield" and "effective yield." Both 
yield figures are based on historical earnings and are not intended to indicate 
future performance. To calculate the "yield," the amount of dividends paid on a 
share during a specified seven-day period is assumed to be paid each week over 
a 52-week period and is shown as a percentage of the investment. To calculate 
"effective yield," which will be higher than the "yield" because of 
compounding, the dividends paid are assumed to be reinvested. Further 
information about each Fund's performance is contained in the annual report to 
shareholders and Statement of Additional Information which may be obtained 
without charge by contacting Alliance Fund Services, Inc. at the address shown 
in this prospectus.


                      INVESTMENT OBJECTIVES AND POLICIES
_______________________________________________________________________________

The investment objective of Alliance Money Reserves is maximum current income 
to the extent consistent with safety of principal and liquidity. The investment 
objectives of each of the other Funds are--in the following order of 
priority--safety of principal, excellent liquidity and, to the extent 
consistent with the first two objectives, maximum current income that is, in 
the case of each Portfolio of Alliance Municipal Trust, exempt from income 
taxation to the extent described below. As a matter of fundamental policy, each 
Fund, except for AMT-Florida and AMT-Massachusetts, pursues its objectives by 
maintaining a portfolio of high quality money market securities all of which at 
the time of investment have remaining maturities of one year (397 days with 
respect to ATR, AMT-New Jersey and AMT-Virginia) or less, which maturities may 
extend to 397 days. AMT-Florida and AMT-Massachusetts pursue their objectives 
by investing in high quality municipal securities having remaining maturities 
of 397 days or less (which maturities may extend to such greater length of time 
as may be permitted from time to time pursuant to Rule 2a-7 under the 
Investment Company Act of 1940 (the "1940 Act"), as amended). While the 
fundamental policies described above and the other fundamental investment 
policies described below may not be changed without shareholder approval, each 
Fund may, upon notice to shareholders, but without such approval, change 
non-fundamental investment policies or create additional classes of shares in 
order to establish portfolios which may have different investment objectives. 
There can be no assurance that any Fund's objectives will be achieved.


8


The Funds will comply with Rule 2a-7 of the 1940 Act as amended from time to 
time, including the diversification, quality and maturity limitations imposed 
by the Rule. The average maturity of each Fund's portfolio cannot exceed 90 
days. A more detailed description of Rule 2a-7 is set forth in each Fund's 
Statement of Additional Information. To the extent that each Fund's limitations 
are more permissive than Rule 2a-7, each Fund will comply with the more 
restrictive provisions of the Rule.

ALLIANCE CAPITAL RESERVES
The money market securities in which the Fund invests include: (1) marketable 
obligations of, or guaranteed by, the United States Government, its agencies or 
instrumentalities (collectively, the "U.S. Government"); (2) certificates of 
deposit, bankers' acceptances and interest-bearing savings deposits issued or 
guaranteed by banks or savings and loan associations having total assets of 
more than $1 billion and which are members of the Federal Deposit Insurance 
Corporation or denominated in U.S. dollars and issued by U.S. branches of 
foreign banks having total assets of at least $1 billion that are believed by 
the Adviser to be of quality equivalent to that of other such instruments in 
which the Fund may invest; (3) commercial paper, including variable amount 
master demand notes, of prime quality [i.e., rated A-1+ or A-1 by Standard & 
Poor's Corporation ("Standard & Poor's") or Prime-1 by Moody's Investors 
Service, Inc. ("Moody's") or, if not rated, issued by companies having 
outstanding debt securities rated AAA or AA by Standard & Poor's, or Aaa or Aa 
by Moody's] and participation interests in loans extended by banks to such 
companies; and (4) repurchase agreements, that are collateralized fully as that 
term is defined in Rule 2a-7 ("Rule 2a-7") under the 1940 Act. These agreements 
are entered into with "primary dealers" (as designated by the Federal Reserve 
Bank of New York) in U.S. Government securities or State Street Bank and Trust 
Company, the Fund's Custodian, and would create a loss to the Fund if, in the 
event of a dealer default, the proceeds from the sale of the collateral were 
less than the repurchase price. The Fund may also invest in the types of 
instruments described in (2) above issued or maintained at foreign branches of 
U.S. banks described in such clause and prime quality dollar-denominated 
commercial paper issued by foreign companies meeting the criteria specified in 
(3) above. The money market securities in which the Fund invests may have 
variable or floating rates of interest ("variable rate obligations") as 
permitted by Rule 2a-7. Variable rate obligations have interest rates which are 
adjusted either at predesignated periodic intervals or whenever there is a 
change in the market rate to which the interest rate of the variable rate 
obligation is tied. Some variable rate obligations allow the holder to demand 
payment of principal and accrued interest at any time, or at specified 
intervals. The Fund follows Rule 2a-7 with respect to the diversification, 
quality, and maturity of variable rate obligations.

To the extent the Fund purchases money market instruments issued by foreign 
entities, consideration will be given due to the domestic marketability of such 
instruments, and possible interruptions of, or restrictions on, the flow of 
international currency transactions.

The Fund may purchase restricted securities that are determined by the Adviser 
to be liquid in accordance with procedures adopted by the Trustees of the Fund, 
including securities eligible for resale under Rule 144A under the Securities 
Act of 1933 (the "Securities Act") and commercial paper issued in reliance upon 
the exemption from registration in Section 4(2) of the Securities Act. 
Restricted securities are securities subject to contractual or legal 
restrictions on resale, such as those arising from an issuer's reliance upon 
certain exemptions from registration under the Securities Act.

The Fund may also invest up to 10% of the value of its net assets in securities 
as to which a liquid trading market does not exist, provided such investments 
are consistent with the Fund's investment objectives. Such securities may 
include securities that are not readily marketable, such as certain securities 
that are subject to legal or contractual restrictions on resale (other than 
those restricted securities determined to be liquid as described above) and 
repurchase agreements not terminable within seven days. As to illiquid 
securities, the Fund is subject to a risk that should the Fund desire to sell 
them when a ready buyer is not available at a price the Fund deems 
representative of their value, the value of the Fund's net assets could be 
adversely affected.

The Fund may invest in asset-backed securities that meet its existing 
diversification, quality and maturity criteria. Asset-backed securities are 
securities issued by special purpose entities whose primary assets consist of a 
pool of loans or accounts receivable. The securities may be in the form of a 
beneficial interest in a special purpose trust, limited partnership interest, 
or commercial paper or other debt securities issued by a special purpose 
corporation. Although the securities may have some form of credit or liquidity 
enhancement, payments on the securities depend predominately upon collection of 
the loans and receivables held by the issuer. It is the Fund's current 
intention to limit its investment in such securities to not more than 5% of its 
net assets.


9


OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain portfolio diversification and reduce investment risk, the Fund may 
not: (1) invest more than 25% of its assets in the securities of issuers 
conducting their principal business activities in any one industry although 
there is no such limitation with respect to U.S. Government securities or 
certificates of deposit, bankers' acceptances and interest bearing savings 
deposits; (2) invest more than 5% of its assets in securities of any one issuer 
(except the U.S. Government) although with respect to 25% of its total assets 
it may invest without regard to such limitation; (3) invest more than 5% of its 
assets in the securities of any issuer (except the U.S. Government) having less 
than three years of continuous operation or purchase more than 10% of any class 
of the outstanding securities of any issuer (except the U.S. Government); (4) 
borrow money except from banks on a temporary basis or via entering into 
reverse repurchase agreements in aggregate amounts not exceeding 15% of its 
assets and to facilitate the orderly maturation and sale of portfolio 
securities during any periods of abnormally heavy redemption requests; (5) 
mortgage, pledge or hypothecate its assets except to secure such borrowings; or 
(6) enter into repurchase agreements, if as a result thereof, more than 10% of 
the Fund's assets would be subject to repurchase agreements not terminable 
within seven days.

As a matter of operating policy, the Fund may invest no more than 5% of its 
total assets in the securities of any one issuer (as determined pursuant to 
Rule 2a-7), except that the Fund may invest up to 25% of its total assets in 
the first tier securities (as defined in Rule 2a-7) of a single issuer for a 
period of up to three business days. Fundamental policy number (2) would give 
the Fund the ability to invest, with respect to 25% of its assets, more than 5% 
of its assets in any one issuer only in the event Rule 2a-7 is amended in the 
future.

ALLIANCE MONEY RESERVES
The money market securities in which the Fund invests include: (1) marketable 
obligations of, or guaranteed by, the United States Government, its agencies or 
instrumentalities (collectively, the "U.S. Government"); (2) certificates of 
deposit and bankers' acceptances issued or guaranteed by, or time deposits 
maintained at, banks or savings and loan associations (including foreign 
branches of U.S. banks or U.S. or foreign branches of foreign banks) having 
total assets of more than $500 million; (3) commercial paper, including 
variable amount master demand notes, of high quality [i.e., rated A-1 or A-2 by 
Standard & Poor's Corporation ("Standard & Poor's"), Prime-1 or Prime-2 by 
Moody's Investors Service, Inc. ("Moody's"), Fitch-1 or Fitch-2 by Fitch 
Investors Service, Inc., or Duff 1 or Duff 2 by Duff & Phelps Inc. or, if not 
rated, issued by U.S. or foreign companies having outstanding debt securities 
rated AAA, AA or A by Standard & Poor's, or Aaa, Aa or A by Moody's] and 
participation interests in loans extended by banks to such companies; and (4) 
repurchase agreements that are collateralized fully as that term is defined in 
Rule 2a-7 ("Rule 2a-7") under the 1940 Act. Repurchase agreements may be 
entered into only with those banks (including State Street Bank and Trust 
Company, the Fund's Custodian) or broker-dealers ("vendors") that are eligible 
under the procedures adopted by the Trustees for evaluating and monitoring the 
creditworthiness of such vendors. A repurchase agreement would create a loss to 
the Fund if, in the event of a vendor default, the proceeds from the sale of 
the collateral were less than the repurchase price. The money market securities 
in which the Fund invests may have variable or floating rates of interest 
("variable rate obligations") as permitted by Rule 2a-7. Variable rate 
obligations have interest rates which are adjusted either at predesignated 
periodic intervals or whenever there is a change in the market rate to which 
the interest rate of the variable rate obligation is tied. Some variable rate 
obligations allow the holder to demand payment of principal and accrued 
interest at any time, or at specified intervals. The Fund follows Rule 2a-7 
with respect to the diversification, quality and maturity of variable rate 
obligations.

To the extent the Fund purchases money market instruments issued by foreign 
entities, consideration will be given to the domestic marketability of such 
instruments, and possible interruptions of, or restrictions on, the flow of 
international currency transactions.

The Fund may purchase restricted securities that are determined by the Adviser 
to be liquid in accordance with procedures adopted by the Trustees of the Fund, 
including securities eligible for resale under Rule 144A under the Securities 
Act of 1933 (the "Securities Act") and commercial paper issued in reliance upon 
the exemption from 


10


registration in Section 4(2) of the Securities Act. Restricted securities are 
securities subject to contractual or legal restrictions on resale, such as 
those arising from an issuer's reliance upon certain exemptions from 
registration under the Securities Act.

The Fund may also invest up to 10% of the value of its net assets in securities 
as to which a liquid trading market does not exist, provided such investments 
are consistent with the Fund's investment objectives. Such securities may 
include securities that are not readily marketable, such as certain securities 
that are subject to legal or contractual restrictions on resale (other than 
those restricted securities determined to be liquid as described above) and 
Repurchase agreements not terminable within seven days. As to illiquid 
securities, the Fund is subject to a risk that should the Fund desire to sell 
them when a ready buyer is not available at a price the Fund deems 
representative of their value, the value of the Fund's net assets could be 
adversely affected.

The Fund may invest in asset-backed securities that meet its existing 
diversification, quality and maturity criteria. Asset-backed securities are 
securities issued by special purpose entities whose primary assets consist of a 
pool of loans or accounts receivable. The securities may be in the form of a 
beneficial interest in a special purpose trust, limited partnership interest, 
or commercial paper or other debt securities issued by a special purpose 
corporation. Although the securities may have some form of credit or liquidity 
enhancement, payments on the securities depend predominately upon collection of 
the loans and receivables held by the issuer. It is the Fund's current 
intention to limit its investment in such securities to not more than 5% of its 
net assets.

OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain portfolio diversification and reduce investment risk, the Fund may 
not: (1) invest more than 25% of its assets in the securities of issuers 
conducting their principal business activities in any one industry although 
there is no such limitation with respect to U.S. Government securities or 
certificates of deposit, bankers' acceptances and interest bearing savings 
deposits; (2) invest more than 5% of its assets in the securities of any one 
issuer (except the U.S. Government) although with respect to 25% of its total 
assets it may invest without regard to such limitation; (3) invest more than 5% 
of its assets in the securities of any issuer (except the U.S. Government) 
having less than three years of continuous operation or purchase more than 10% 
of any class of the outstanding securities of any issuer (except the U.S. 
Government); (4) borrow money except from banks on a temporary basis or via 
entering into reverse repurchase agreements in aggregate amounts not exceeding 
15% of its assets and to facilitate the orderly maturation and sale of 
portfolio securities during any periods of abnormally heavy redemption 
requests; (5) mortgage, pledge or hypothecate its assets except to secure such 
borrowings; or (6) enter into repurchase agreements, if as a result thereof, 
more than 10% of the Fund's assets would be subject to repurchase agreements 
not terminable within seven days.

As a matter of operating policy, the Fund may invest no more than 5% of its 
total assets in the securities of any one issuer (as determined pursuant to 
Rule 2a-7), except that the Fund may invest up to 25% of its total assets in 
the first tier securities (as defined in Rule 2a-7) of a single issuer for a 
period of up to three business days. Fundamental policy number (2) would give 
the Fund the ability to invest, with respect to 25% of its assets, more than 5% 
of its assets in any one issuer only in the event Rule 2a-7 is amended in the 
future.

ALLIANCE GOVERNMENT RESERVES
The securities in which the Fund invests are: (1) marketable obligations of, or 
guaranteed by, the United States Government, its agencies or instrumentalities 
(collectively, the "U.S. Government"), including issues of the United States 
Treasury, such as bills, certificates of indebtedness, notes and bonds, and 
issues of agencies and instrumentalities established under the authority of an 
act of Congress; and (2) repurchase agreements that are collateralized fully as 
that term is defined in Rule 2a-7 ("Rule 2a-7") under the 1940 Act. These 
agreements are entered into with "primary dealers" (as designated by the 
Federal Reserve Bank of New York) in U.S. Government securities or State Street 
Bank and Trust Company, the Fund's Custodian, and would create a loss to the 
Fund if, in the event of a dealer default, the proceeds from the sale of the 
collateral were less than the repurchase price. The Fund may commit up to 15% 
of its net assets to the purchase of when-issued U.S. Government securities, 
whose value may fluctuate prior to their settlement, thereby creating an 
unrealized gain or loss to the Fund. The money market securities in which the 
Fund may invest may have variable or floating rates of interest ("variable rate 
obligations") as permitted by Rule 2a-7. Variable rate obligations


11



have interest rates which are adjusted either at predesignated periodic 
intervals or whenever there is a change in the market rate to which the 
interest rate of the variable rate obligation is tied. Some variable rate 
obligations allow the holder to demand payment of principal and accrued 
interest at any time, or at specified intervals. The Fund follows Rule 2a-7 
with respect to the diversification, quality and maturity of variable rate 
obligations.

OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain portfolio diversification and reduce investment risk, the Fund may 
not: (1) borrow money except from banks on a temporary basis or via entering 
into reverse repurchase agreements in aggregate amounts not exceeding 10% of 
its assets and to be used exclusively to facilitate the orderly maturation and 
sale of portfolio securities during any periods of abnormally heavy redemption 
requests, if they should occur; such borrowings may not be used to purchase 
investments and the Fund will not purchase any investment while any such 
borrowings exist; (2) pledge, hypothecate or in any manner transfer, as 
security for indebtedness, its assets except to secure such borrowings; or (3) 
enter into repurchase agreements if, as a result thereof, more than 10% of its 
assets would be subject to repurchase agreements not terminable within seven 
days.

ALLIANCE TREASURY RESERVES
The securities in which the Fund invests are: (1) issues of the U. S. Treasury, 
such as bills, certificates of indebtedness, notes and bonds; and (2) 
repurchase agreements that are collateralized fully as that term is defined in 
Rule 2a-7 ("Rule 2a-7") under the 1940 Act. These agreements are entered into 
with "primary dealers" (as designated by the Federal Reserve Bank of New York) 
in U.S. Government securities or State Street Bank and Trust Company, the 
Fund's Custodian. For each repurchase agreement, the Fund requires continual 
maintenance of the market value of the underlying collateral in amounts equal 
to, or in excess of, the agreement amount. In the event of a dealer default, 
the Fund might suffer a loss to the extent that the proceeds from the sale of 
the collateral were less than the repurchase price. The Fund may commit up to 
15% of its net assets to the purchase of when-issued U.S. Treasury securities. 
Delivery and payment for when-issued securities takes place after the 
transaction date. The payment amount and the interest rate that will be 
received on the securities are fixed on the transaction date. The value of such 
securities may fluctuate prior to their settlement, thereby creating an 
unrealized gain or loss to the Fund. The money market securities in which the 
Fund may invest may have variable or floating rates of interest ("variable rate 
obligations") as permitted by Rule 2a-7. Variable rate obligations have 
interest rates which are adjusted either at predesignated periodic intervals or 
whenever there is a change in the market rate to which the interest rate of the 
variable rate obligation is tied. Some variable rate obligations allow the 
holder to demand payment of principal and accrued interest at any time, or at 
specified intervals. The Fund follows Rule 2a-7 with respect to the 
diversification, quality and maturity of variable rate obligations.

The Fund will comply with Rule 2a-7, including the diversification, quality and 
maturity limitations imposed by the Rule. A more detailed description of Rule 
2a-7 is set forth in the Fund's Statement of Additional Information under 
"Investment Objectives and Policies." To the extent that the Fund's limitations 
are more permissive than Rule 2a-7, the Fund will comply with the more 
restrictive provisions of the Rule.

OTHER FUNDAMENTAL INVESTMENT POLICIES
To maintain portfolio diversification and reduce investment risk, the Fund may 
not: (1) borrow money except from banks on a temporary basis or via entering 
into reverse repurchase agreements in aggregate amounts not exceeding 10% of 
its assets and to be used exclusively to facilitate the orderly maturation and 
sale of portfolio securities during any periods of abnormally heavy redemption 
requests, if they should occur; such borrowings may not be used to purchase 
investments and the Fund will not purchase any investment while any such 
borrowings exist; (2) pledge, hypothecate or in any manner transfer, as 
security for indebtedness, its assets except to secure such borrowings; or (3) 
enter into repurchase agreements, if as a result thereof, more than 10% of its 
assets would be subject to repurchase agreements not terminable within seven 
days.

ALLIANCE MUNICIPAL TRUST
The investment objectives of each Portfolio are safety of principal, liquidity 
and, to the extent consistent with these objectives, maximum current income 
that is exempt from income taxation to the extent described below. Except when 
a Portfolio assumes a temporary defensive position, at least 80% of each 
Portfolio's total assets will be invested in such securities (as opposed to the 
taxable 


12


investments described below). Normally, substantially all of each Portfolio's 
income will be tax-exempt as described below (e.g., for 1997, 100% of the 
income of each Portfolio was exempt from Federal income taxes). The average 
weighted maturity of each Portfolio cannot exceed 90 days. The Fund may in the 
future establish additional portfolios which may have different investment 
objectives.

THE GENERAL PORTFOLIO seeks maximum current income that is exempt from Federal 
income taxes by investing principally in a diversified portfolio of high 
quality municipal securities. Such income may be subject to state or local 
income taxes.

THE NEW YORK PORTFOLIO seeks maximum current income that is exempt from 
Federal, New York state and New York City personal income taxes by investing, 
as a matter of fundamental policy, not less than 65% of its total assets in a 
portfolio of high quality municipal securities issued by New York state or its 
political subdivisions.

THE CALIFORNIA PORTFOLIO seeks maximum current income that is exempt from 
Federal and California state personal income taxes by investing, as a matter of 
fundamental policy, not less than 65% of its total assets in a portfolio of 
high quality municipal securities issued by the State of California or its 
political subdivisions.

THE CONNECTICUT PORTFOLIO seeks maximum current income that is exempt from 
Federal and Connecticut state personal income taxes by investing, as a matter 
of fundamental policy, not less than 65% of its total assets in a portfolio of 
high quality municipal securities issued by the State of Connecticut or its 
political subdivisions.

THE NEW JERSEY PORTFOLIO seeks maximum current income that is exempt from 
Federal and New Jersey state personal income taxes by investing, as a matter of 
fundamental policy, not less than 65% of its total assets in a portfolio of 
high quality municipal securities issued by the State of New Jersey or its 
political subdivisions. The New Jersey Portfolio will invest not less than 80% 
of its net assets in securities the interest on which is exempt from New Jersey 
personal income taxes [i.e. New Jersey municipal securities and obligations of 
the U.S. Government, its agencies and instrumentalities ("U.S. Government 
Securities")]. In addition, during periods when Alliance Capital Management 
L.P. (the "Adviser") believes that New Jersey municipal securities that meet 
the New Jersey Portfolio's standards are not available, it may invest a portion 
of its assets in securities whose interest payments are only Federally 
tax-exempt.

THE VIRGINIA PORTFOLIO seeks maximum current income that is exempt from Federal 
and Virginia state personal income taxes by investing, as a matter of 
fundamental policy, not less than 65% of its total assets in a portfolio of 
high quality municipal securities issued by the Commonwealth of Virginia or its 
political subdivisions.

THE FLORIDA PORTFOLIO seeks maximum current income that is exempt from Federal 
income tax and State of Florida intangible tax by investing not less than 65% 
of its total assets in a portfolio of high-quality municipal securities issued 
by Florida or its political subdivisions.

THE MASSACHUSETTS PORTFOLIO seeks maximum current income that is exempt from 
Federal and Massachusetts state personal income taxes by investing at least 65% 
of its total assets in high quality municipal securities issued by the 
Commonwealth of Massachusetts or its political subdivisions. The Massachusetts 
Portfolio may invest in restricted securities that are determined by the 
Adviser to be liquid in accordance with procedures adopted by the Trustees, 
including securities eligible for resale under Rule 144A under the Securities 
Act of 1933 (the "Securities Act"). Restricted securities are securities 
subject to contractual or legal restrictions on resale, such as those arising 
from an issuer's reliance upon certain exemptions from registration under the 
Securities Act.

Each Portfolio of the Fund may invest without limitation in tax-exempt 
municipal securities subject to the alternative minimum tax (the "AMT").

Under current Federal income tax law, (1) interest on tax-exempt municipal 
securities issued after August 7, 1986 which are "specified private activity 
bonds," and the proportionate share of any exempt-interest dividends paid by a 
regulated investment company which receives interest from such specified 
private activity bonds, will be treated as an item of tax preference for 
purposes of the AMT imposed on individuals and corporations, though for regular 
Federal income tax purposes such interest will remain fully tax-exempt, and (2) 
interest on all tax-exempt obligations will be included in "adjusted current 
earnings" of corporations for AMT purposes. Such bonds have provided, and may 
continue to provide, somewhat higher yields than other comparable municipal 
securities. See below, "Daily Dividends, Other Distributions, Taxes."


13


There can be no assurance that the Portfolios will achieve their investment 
objectives. Potential investors in the New York, California, Connecticut, New 
Jersey, Virginia, Florida and Massachusetts Portfolios should consider the 
greater risk of the concentration of such Portfolios versus the safety that 
comes with less concentrated investments and should compare yields available on 
portfolios of the relevant state's issues with those of more diversified 
portfolios, including other states' issues, before making an investment 
decision. The Adviser believes that by maintaining each Portfolio's investments 
in liquid, short-term, high quality investments, each Portfolio is largely 
insulated from the credit risks that exist on long-term municipal securities of 
the relevant state. See the Statement of Additional Information for a more 
detailed discussion of the financial condition of New York, California, 
Connecticut, New Jersey, Virginia, Florida and Massachusetts.

MUNICIPAL SECURITIES
The municipal securities in which each Portfolio invests include municipal 
notes and short-term municipal bonds. Municipal notes are generally used to 
provide for short-term capital needs and generally have maturities of one year 
or less. Examples include tax anticipation and revenue anticipation notes, 
which are generally issued in anticipation of various seasonal revenues, bond 
anticipation notes, and tax-exempt commercial paper. Short-term municipal bonds 
may include general obligation bonds, which are secured by the issuer's pledge 
of its faith, credit and taxing power for payment of principal and interest, 
and revenue bonds, which are generally paid from the revenues of a particular 
facility or a specific excise or other source.  

A Portfolio may invest in variable rate obligations whose interest rates are 
adjusted either at predesignated periodic intervals or whenever there is a 
change in the market rate to which the security's interest rate is tied. Such 
adjustments minimize changes in the market value of the obligation and, 
accordingly, enhance the ability of the Portfolio to maintain a stable net 
asset value. Variable rate securities purchased may include participation 
interests in industrial development bonds backed by letters of credit of 
Federal Deposit Insurance Corporation member banks having total assets of more 
than $1 billion. Each Portfolio will comply with Rule 2a-7 with respect to its 
investments in variable rate obligations supported by letters of credit.

All of the Fund's municipal securities at the time of purchase are rated within 
the two highest quality ratings of Moody's Investors Service, Inc. (Aaa and Aa, 
MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's Corporation (AAA 
and AA or SP-1 and SP-2), or judged by the Adviser to be of comparable quality. 
Securities must also meet credit standards applied by the Adviser.

To further enhance the quality and liquidity of the securities in which the 
Portfolios invest, such securities frequently are supported by credit and 
liquidity enhancements, such as letters of credit, from third party financial 
institutions. The Adviser continuously monitors the credit quality of such 
third parties; however, changes in the credit quality of such a financial 
institution could cause a Portfolio's investments backed by that institution to 
lose value and affect a Portfolio's share price.

A Portfolio also may invest in stand-by commitments, which may involve certain 
expenses and risks, but such commitments are not expected to comprise more than 
5% of any Portfolio's net assets. A Portfolio may commit up to 15% of its net 
assets to the purchase of when-issued securities. The Fund's custodian will 
maintain, in a separate account of the respective Portfolio, liquid assets 
having value equal to, or greater than, such when-issued securities. The price 
of when-issued securities, which is generally expressed in yield terms, is 
fixed at the time the commitment to purchase is made, but delivery and payment 
for such securities takes place at a later time. Normally the settlement date 
occurs from within ten days to one month after the purchase of the issue. The 
value of when-issued securities may fluctuate prior to their settlement, 
thereby creating an unrealized gain or loss to a Portfolio.

TAXABLE INVESTMENTS
The taxable investments in which the Fund may invest include obligations of the 
U.S. Government and its agencies, high quality certificates of deposit and 
bankers' acceptances, prime commercial paper, and repurchase agreements.

OTHER INVESTMENT POLICIES
No Portfolio of the Fund will invest more than 10% of its net assets in 
illiquid securities (including illiquid restricted securities with respect to 
the Massachusetts Portfolio). As to these securities, a Portfolio is subject to 
a risk that should the Portfolio desire to sell them when a 


14


ready buyer is not available at a price the Portfolio deems representative of 
their value, the value of the Portfolio's net assets could be adversely 
affected. Illiquid securities may include securities that are not readily 
marketable and, with respect to the Massachusetts Portfolio, securities subject 
to legal or contractual restrictions on resale. With respect to the 
Massachusetts Portfolio, which may invest in restricted securities, restricted 
securities determined by the Adviser to be liquid will not be treated as 
"illiquid" for purposes of the restriction on illiquid securities.

The following investment policies are fundamental policies with respect to each 
applicable Portfolio except the Massachusetts Portfolio which has adopted the 
applicable restrictions as non-fundamental policies. To reduce investment risk, 
the General Portfolio may not invest more than 25% of its total assets in 
municipal securities whose issuers are located in the same state, and no 
Portfolio may invest more than 25% of its total assets in municipal securities 
the interest upon which is paid from revenues of similar-type projects; a 
Portfolio may not invest more than 5% of its total assets in the securities of 
any one issuer except the U.S. Government, although (i) with respect to 25% of 
its total assets the General Portfolio may invest up to 10% per issuer, and 
(ii) the New York, California, Connecticut, New Jersey, Virginia, Florida and 
Massachusetts Portfolios may invest 50% of their respective total assets in as 
few as four issuers (but no more than 25% of total assets in any one issuer); 
and a Portfolio may not purchase more than 10% of any class of the voting 
securities of any one issuer except those of the U.S. Government.

As a matter of operating policy, the General Portfolio may invest no more than 
5% of its assets in the securities of any one issuer (as determined pursuant to 
Rule 2a-7), except that the Portfolio may invest up to 25% of its assets in the 
first tier securities (as defined in Rule 2a-7 and described in the Statement 
of Additional Information) of a single issuer for a period of up to three 
business days. Each remaining Portfolio may, with respect to 75% of its assets, 
invest no more than 5% of its assets in the securities of any one issuer; the 
remaining 25% of each such Portfolio's assets may be invested in securities of 
one or more issuers provided that they are first tier securities. Fundamental 
policy number (i) with respect to the General Portfolio and number (ii) with 
respect to all other Portfolios would give the Portfolios the investment 
latitude described therein only in the event Rule 2a-7 is further amended in 
the future.


                     PURCHASE AND REDEMPTION OF SHARES
_______________________________________________________________________________

For more information on the purchase and redemption of each Fund's shares, see 
such Fund's Statement of Additional Information.

PURCHASE OF SHARES
     BY SWEEP
Your brokerage account will be coded to sweep cash balances into shares of the 
Portfolio you have selected. There is a $500 minimum initial investment for all 
Portfolios. Free credit balances arising in your brokerage account from check 
deposits, dividend payments, interest payments and other credits will be 
invested in the selected Portfolio on the business day after posting. Free 
credit balances arising from the sale of securities will be invested into the 
selected Portfolio on the business day following settlement. We will, however, 
hold back and not invest in the Portfolio sufficient monies to pay for security 
purchases which have not yet settled.

REDEMPTIONS
     A. BY CHECKWRITING
Available from your brokerage firm is a checkbook from which you may write 
checks made payable to any payee in any amount of $100 or more. The maximum 
amount that a check may be written for will depend upon a combination of your 
Portfolio shares, other available cash in your brokerage account, and the 
available margin loan value of securities in your brokerage account if your 
brokerage account is established as a margin account. In order to establish 
checkwriting you must complete a signature card which you can obtain from your 
Account Executive, Registered Representative or Financial Advisor. There is no 
separate charge for the checkwriting service. The checkwriting service enables 
you to receive the daily dividends declared on the Portfolio shares to be 
redeemed until the day that your check is presented for payment.


15


     B. BY SWEEP
A sufficient number of shares will be redeemed automatically on settlement date 
to pay for all securities transactions. A sufficient number of shares will also 
be redeemed to satisfy any withdrawals or debits posted to the brokerage 
account.


                           ADDITIONAL INFORMATION
_______________________________________________________________________________

SHARE PRICE.  Shares are sold and redeemed on a continuous basis without sales 
or redemption charges at their net asset value which is expected to be constant 
at $1.00 per share, although this price is not guaranteed. The net asset value 
of each Fund's shares is determined each business day at 12:00 Noon and 4:00 
p.m. (Eastern time). The net asset value per share of a Fund is calculated by 
taking the sum of the value of that Fund's investments (amortized cost value is 
used for this purpose) and any cash or other assets, subtracting liabilities, 
and dividing by the total number of shares outstanding. All expenses, including 
the fees payable to the Adviser, are accrued daily.

TIMING OF INVESTMENTS AND REDEMPTIONS.  The Funds have two transaction times 
each business day, 12:00 Noon and 4:00 p.m. (Eastern time). New investments 
represented by Federal funds or bank wire monies received by State Street Bank 
at any time during a day prior to 4:00 p.m. are entitled to the full dividend 
to be paid to shareholders for that day. Shares do not earn dividends on the 
day a redemption is effected regardless of whether the redemption order is 
received before or after 12:00 Noon. However, if you wish to have Federal funds 
wired the same day as your telephone redemption request, make sure that your 
request will be received by the Fund prior to 12:00 Noon.

During drastic economic or market developments, you might have difficulty in 
reaching Alliance Fund Services, Inc. by telephone in which event you should 
issue written instructions to Alliance Fund Services, Inc. at the address shown 
in this prospectus. Alliance Fund Services, Inc. is not responsible for the 
authenticity of telephone requests to purchase or sell shares. Alliance Fund 
Services, Inc. will employ reasonable procedures to verify that telephone 
requests are genuine and could be liable for losses arising from unauthorized 
transactions if it failed to do so. Dealers or agents may charge a commission 
for handling telephone requests. The telephone service may be suspended or 
terminated at anytime without notice.

Redemption proceeds are normally wired or mailed either the same or the next 
business day, but in no event later than seven days, unless redemptions have 
been suspended or postponed due to the determination of an "emergency" by the 
Securities and Exchange Commission or to certain other unusual conditions.

DAILY DIVIDENDS, OTHER DISTRIBUTIONS, TAXES.  All net income of each Fund is 
determined each business day at 4:00 p.m. (New York time) and is paid 
immediately thereafter pro rata to shareholders of that Fund of record via 
automatic investment in additional full and fractional shares of that Fund in 
each shareholder's account. As such additional shares are entitled to dividends 
on following days, a compounding growth of income occurs.

Net income consists of all accrued interest income on Fund assets less the 
Fund's expenses applicable to that dividend period. Realized gains and losses 
are reflected in its net asset value and are not included in net income.

Distributions to you out of tax-exempt interest income earned by each Portfolio 
of Alliance Municipal Trust are not subject to Federal income tax (other than 
the AMT), but, in the case of the General Portfolio, may be subject to state or 
local income taxes. Any exempt interest dividends derived from interest on 
municipal securities subject to the AMT will be a specific preference item for 
purposes of the Federal individual and corporate AMT. Distributions to 
residents of New York out of income earned by the New York Portfolio from New 
York municipal securities are exempt from New York state and New York City 
personal income taxes. Distributions to residents of California out of income 
earned by the California Portfolio from California municipal securities are 
exempt from California personal income taxes. Distributions to individuals who 
are residents of Connecticut out of income earned by the Connecticut Portfolio 
from Connecticut municipal securities are exempt from Connecticut personal 
income taxes. Distributions to residents of New Jersey out of income earned by 
the New Jersey Portfolio from New Jersey municipal securities or U.S. 
Government Securities are exempt from New Jersey state per-


16


sonal income taxes. Distributions from the New Jersey Portfolio are, however, 
subject to the New Jersey Corporation Business (Franchise) Tax and the New 
Jersey Corporation Income Tax payable by corporate shareholders. Distributions 
to residents of Virginia out of income earned by the Virginia Portfolio from 
Virginia municipal securities or obligations of the United States or any 
authority, commission or instrumentality of the United States are exempt from 
Virginia individual, estate, trust, or corporate income tax. Dividends paid by 
the Florida Portfolio to individual Florida shareholders will not be subject to 
Florida income tax, which is imposed only on corporations. However, Florida 
currently imposes an "intangible tax" at the rate of $2.00 per $1,000 taxable 
value of certain securities, such as shares of the Portfolio, and other 
intangible assets owned by Florida residents. U.S. Government securities and 
Florida municipal securities are exempt from this intangible tax. It is 
anticipated that the Florida Portfolio shares will qualify for exemption from 
the Florida intangible tax. In order to so qualify, the Florida Portfolio must, 
among other things, have its entire portfolio invested in U.S. Government 
securities and Florida municipal securities on December 31 of any year. 
Exempt-interest dividends paid by the Florida Portfolio to corporate 
shareholders will be subject to Florida corporate income tax. Distributions to 
residents of Massachusetts out of interest earned by the Massachusetts 
Portfolio from Massachusetts municipal securities are exempt from Massachusetts 
state personal income taxes. Distributions out of taxable interest income, 
other investment income, and short-term capital gains are taxable to you as 
ordinary income and distributions of long-term capital gains, if any, are 
taxable as long-term capital gains irrespective of the length of time you may 
have held your shares. Distributions of short and long-term capital gains, if 
any, are normally made near year-end. Each year shortly after December 31, the 
Funds will send you tax information stating the amount and type of all its 
distributions for the year just ended.

THE ADVISER.  Each Fund retains Alliance Capital Management L. P., 1345 Avenue 
of the Americas, New York, NY 10105 under separate Advisory Agreements to 
provide investment advice and, in general, to supervise its management and 
investment program, subject to the general control of the Trustees of each 
Fund. For the fiscal year ended June 30, 1998, ACR, AMR, AGR, ATR, AMT-General, 
AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA, each paid the 
Adviser an advisory fee (net of reimbursement for AMR, AGR, ATR, AMT-NY, 
AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA) at an annual rate of .46, .48, .46, 
 .49, .50, .47, .50, .41, .41, .44, .40 and .08 of 1%, respectively, of the 
average daily value of the respective Portfolio's net assets.

The Adviser is a leading international investraent manager supervising client 
accounts with assets as of June 30, 1998 of more than $262 billion (of which 
more than $107 billion represented the assets of investment companies). The 
Adviser's clients are primarily major corporate employee benefit funds, public 
employee retirement systems, investment companies, foundations and endowment 
funds. The 58 registered investment companies managed by the Adviser comprising 
123 separate investment portfolios currently have more than 3.5 million 
shareholders. As of June 30, 1998, the Adviser was retained as an investment 
manager for employee benefit plan assets for 32 of the FORTUNE 100 companies.

Alliance Capital Management Corporation, the sole general partner of, and the 
owner of a 1% general partnership interest in, the Adviser, is an indirect 
wholly owned subsidiary of The Equitable Life Assurance Society of the United 
States, one of the largest life insurance companies in the United States, which 
is a wholly owned subsidiary of The Equitable Companies Incorporated, a holding 
company controlled by AXA, a French insurance holding company. Certain 
information concerning the ownership and control of Equitable by AXA is set 
forth in each Fund's Statement of Additional Information under "Management of 
the Fund."

Under a Distribution Services Agreement (the "Agreement"), each Fund pays the 
Adviser at a maximum annual rate of .25 of 1% of the Fund's aggregate average 
daily net assets. For the period ended June 30, 1998, ACR, AMR, AGR, ATR, 
AMT-General, AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA each 
paid the Adviser a distribution services fee at an annual rate of .25, .25, 
 .25, .20, .25, .21, .24, .21, .21, .21, .22 and .14 of 1%, respectively, of the 
average daily value of the net assets of each Portfolio. Substantially all such 
monies (together with significant amounts from the Adviser's own resources) are 
paid by the Adviser to broker-dealers and other financial intermediaries for 
their distribution assistance and to banks and other depository institutions 
for administrative and accounting services provided to the Funds, with any 
remaining amounts being 


17


used to partially defray other expenses incurred by the Adviser in distributing 
the Funds' shares. The Funds believe that the administrative services provided 
by depository institutions are permissible activities under present banking 
laws and regulations and will take appropriate actions (which should not 
adversely affect the Funds or their shareholders) in the future to maintain 
such legal conformity should any changes in, or interpretations of, such laws 
or regulations occur.

The Adviser will reimburse each Fund to the extent that aggregate operating 
expenses of that Fund (including the Adviser's fee and expenses incurred under 
the Agreement) exceed 1% of its average daily net assets for any fiscal year.

CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR.  State Street Bank and Trust 
Company, P.O. Box 1912, Boston, MA 02105, is the Funds' Custodian. Alliance 
Fund Services, Inc., P.O. Box 1520, Secaucus, NJ 07096-1520 and Alliance Fund 
Distributors, Inc., 1345 Avenue of the Americas, New York, NY 10105, are the 
Funds' Transfer Agent and Distributor, respectively. The transfer agent charges 
a fee for its services.

YEAR 2000.  Many computer systems and applications in use today process 
transactions using two digit date fields for the year of the transaction, 
rather than the full four digits. If these systems are not modified or 
replaced, transactions occurring after 1999 could be processed as year "1900," 
which could result in processing inaccuracies and computer system failures. 
This is commonly known as the Year 2000 problem. Should any of the computer 
systems employed by the Fund's major service providers fail to process Year 
2000 information properly, that could have a significant negative impact on the 
Funds' operations and the services that are provided to the Funds' shareholders.

With respect to the Year 2000, the Funds have been advised that the Adviser, 
Distributor and Transfer Agent (collectively, "Alliance") began to address the 
Year 2000 issue several years ago in connection with the replacement or 
upgrading of certain computer systems and applications. During 1997, Alliance 
began a formal Year 2000 initiative, which established a structured and 
coordinated process to deal with the Year 2000 issue. Alliance reports that it 
has completed its assessment of the Year 2000 issues on its domestic and 
international computer systems and applications. Currently, management of 
Alliance expects that the required modifications for the majority of its 
significant systems and applications that will be in use on January 1, 2000, 
will be completed and tested by the end of 1998. Full integration testing of 
these systems and testing of interfaces with third party suppliers will 
continue through 1999. At this time, management of Alliance believes that the 
costs associated with resolving this issue will not have a material adverse 
effect on its operations or on its ability to provide the level of services it 
currently provides to the Funds.

The Funds and Alliance have been advised by the Funds' Custodian that it is 
also in the process of reviewing its systems with the same goals. As of the 
date of this prospectus, the Funds and Alliance have no reason to believe that 
the Custodian will be unable to achieve these goals.

FUND ORGANIZATION.  AGR and ATR are series of Alliance Government Reserves 
which is a diversified open-end management investment company registered under 
the 1940 Act. The Fund was reorganized as a Massachusetts business trust in 
October 1984, having previously been a Maryland corporation since its formation 
in December 1978. ACR and AMR are series of Alliance Capital Reserves, a 
diversified open-end management investment company registered under the 1940 
Act. The Fund was reorganized as a Massachusetts business trust in October 
1984, having previously been a Maryland corporation since its formation in 
April 1978. AMT-General is a diversified, and AMT-NY, AMT-CA, AMT-CT, AMT-NJ, 
AMT-VA, AMT-FL and AMT-MA are non-diversified series of Alliance Municipal 
Trust, which is also an open-end management investment company registered under 
the 1940 Act. The Fund was reorganized as a Massachusetts business trust in 
April 1985, having previously been a Maryland corporation since its formation 
in January 1983. Each Fund's activities are supervised by its Trustees. 
Normally, shares of each series of Alliance Municipal Trust, Alliance 
Government Reserves and Alliance Capital Reserves are entitled to one vote per 
share, and vote as a single series, on matters that affect each series in 
substantially the same manner. Massachusetts law does not require annual 
meetings of shareholders and it is anticipated that shareholder meetings will 
be held only when required by Federal law. Shareholders have available certain 
procedures for the removal of Trustees.


18


REPORTS.  You receive semi-annual and annual reports for your Fund as well as a 
monthly summary of your account.

Since this prospectus sets forth information about all the Funds, it is 
theoretically possible that a Fund might be liable for any materially 
inaccurate or incomplete disclosure in this prospectus concerning another Fund. 
Based on the advice of counsel, however, the Funds believe that the potential 
liability of each Fund with respect to the disclosure in this prospectus 
extends only to the disclosure relating to that Fund.


19


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