ALLIANCE GOVERNMENT RESERVES INC
497, 1995-12-18
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<PAGE>
 
Alliance Government Reserves
This is filed pursuant to Rule 497(e).
File Nos. 2-63315 and 811-02889.
<PAGE>
 
 
                                     YIELDS
  For current recorded yield
 information on the Funds, call
 toll-free (800) 221-9513.
 
  The Funds are open-end manage-
 ment investment companies with
 investment objectives of safety,
 liquidity and maximum current in-
 come (in the case of Alliance Mu-
 nicipal Trust-General, exempt
 from Federal income taxes and, in
 the case of the New York, Cali-
 fornia, Connecticut, New Jersey,
 Virginia and Florida Portfolios,
 exempt from Federal and state in-
 come taxes of the respective
 states) to the extent consistent
 with the first two objectives.
 Alliance Capital Reserves, Alli-
 ance 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 and Florida
 Portfolios of Alliance Municipal
 Trust are non-diversified, and
 are offered only to residents of
 New York, California, Connecti-
 cut, New Jersey, Virginia and
 Florida, respectively. This pro-
 spectus sets forth the informa-
 tion about each Fund that a pro-
 spective investor should know be-
 fore 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 IN-
 SURED BY THE FEDERAL DEPOSIT IN-
 SURANCE CORPORATION, THE FEDERAL
 RESERVE BOARD OR ANY OTHER AGEN-
 CY. THERE CAN BE NO ASSURANCE
 THAT A FUND WILL BE ABLE TO MAIN-
 TAIN A STABLE NET ASSET VALUE OF
 $1.00 PER SHARE.
 
  A "Statement of Additional In-
 formation" for each Fund dated
 November 1, 1995, which provides
 a further discussion of certain
 areas in this prospectus and
 other matters which may be of in-
 terest 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 Account Execu-
 tive.
 
  THESE SECURITIES HAVE NOT BEEN
 APPROVED OR DISAPPROVED BY THE
 SECURITIES AND EXCHANGE COMMIS-
 SION OR ANY STATE SECURITIES COM-
 MISSION NOR HAS THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY
 STATE SECURITIES COMMISSION
 PASSED UPON THE ACCURACY OR ADE-
 QUACY OF THIS PROSPECTUS. ANY
 REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 
 CONTENTS
<TABLE>
  <S>                                     <C>
  Expense Information....................   2
  Financial Highlights...................   3
  Investment Objectives and Policies.....   9
  Purchase and Redemption of Shares......  15
  Additional Information.................  15
</TABLE>
NOVJLC1995
 
                                     LOGO
                               ESTABLISHED 1920
                             JOHNSTON, LEMON & CO.
                                 INCORPORATED


                    --------------------------------------
 
                               INTRODUCES . . .
 
                     . ALLIANCE CAPITAL RESERVES
                   
                     . ALLIANCE MONEY RESERVES
                   
                     . ALLIANCE GOVERNMENT RESERVES
                   
                     . ALLIANCE TREASURY RESERVES
                   
                     . ALLIANCE MUNICIPAL TRUST--
 
                            GENERAL PORTFOLIO
     
                            NEW YORK PORTFOLIO
     
                            CALIFORNIA PORTFOLIO
     
                            CONNECTICUT PORTFOLIO
     
                            NEW JERSEY PORTFOLIO
     
                            VIRGINIA PORTFOLIO
     
                            FLORIDA PORTFOLIO
 
 
 
                                  PROSPECTUS
                               NOVEMBER 1, 1995
 
 
                             JOHNSTON, LEMON & CO.
                                 INCORPORATED
                           1101 VERMONT AVENUE, N.W.
                             WASHINGTON, DC 20005 
                             PHONE (202) 842-5500
 

                        MEMBER NEW YORK STOCK EXCHANGE
                                  MEMBER SIPC
<PAGE>
 
                              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 expense              ACR   AMR   AGR   ATR   AMT-GEN AMT-NY AMT-CA AMT-CT AMT-NJ AMT-VA AMT-FL
 reimbursement)             ---   ---   ----  ----  ------- ------ ------ ------ ------ ------ ------
<S>                         <C>   <C>   <C>   <C>   <C>     <C>    <C>    <C>    <C>    <C>    <C>
   Management Fees........   .48%  .48%  .48%  .50%   .50%    .50%   .50%   .50%   .50%   .50%   .50%
   12b-1 Fees.............   .25   .25   .23   .20    .25     .25    .25    .25    .25    .25    .25
   Other Expenses.........   .27   .27   .29   .30    .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%
</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):
 
<TABLE>
<CAPTION>
                                                 1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                                 ------ ------- ------- --------
<S>                                              <C>    <C>     <C>     <C>
   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
</TABLE>
 
  The purpose of the foregoing table is to assist the investor in understand-
ing the various costs and expenses that an investor in the Fund will bear di-
rectly and indirectly. The expenses listed in the table for AGR, ATR and AMT--
CT, AMT--NJ, AMT--VA and AMT--FL are net of the contractual reimbursement by
the Adviser described in this prospectus. The expenses of such Portfolios (ex-
cept for AMT--FL which did not commence operations until after June 30, 1995),
before expense reimbursements, would be: AGR: Management Fee--.48%, 12b-1
Fees--.25%, Other Expenses--.29% and Total Operating Expenses--1.02%; ATR:
Management Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.30% and Total Oper-
ating Expenses--1.05%; AMT--CT: Management Fees--.50%, 12b-1 Fees--.25%, Other
Expenses--.39% and Total Fund Operating Expenses--1.14%; AMT--NJ: Management
Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.40% and Total Operating Ex-
penses--1.15%; and AMT--VA: Management Fees--.50%, 12b-1 Fees--.25%, Other Ex-
penses--.35% and Total Operating Expenses--1.10%. For AMT--FL, "Other Ex-
penses" are based on estimated amounts for the current fiscal year. THE EXAM-
PLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; AC-
TUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
                                       2
<PAGE>
 
     FINANCIAL HIGHLIGHTS . FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
                 (AUDITED EXCEPT WITH RESPECT TO AMT--FLORIDA)
 
  The following tables, except with respect to AMT--Florida, 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. Further information about a Fund's performance is contained in
each Fund's annual report, which is available without charge upon request.
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED JUNE 30,
 ALLIANCE CAPITAL RESERVES  ---------------------------------------------------------------------------------
                             1995    1994    1993    1992    1991    1990    1989    1988     1987     1986
                            ------  ------  ------  ------  ------  ------  ------  -------  -------  -------
 <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....   .0447   .0255   .0266   .0438   .0662   .0782   .0788   0.0625   0.0549   0.0685
 Net realized gain on
  investments.............     -0-     -0-   .0003   .0013     -0-     -0-     -0-      -0-      -0-      -0-
                            ------  ------  ------  ------  ------  ------  ------  -------  -------  -------
 Net increase in net
  assets from operations..   .0447   .0255   .0269   .0451   .0662   .0782   .0788   0.0625   0.0549   0.0685
                            ------  ------  ------  ------  ------  ------  ------  -------  -------  -------
 LESS: DISTRIBUTIONS
 Dividends from net
  investment income.......  (.0447) (.0255) (.0266) (.0438) (.0662) (.0782) (.0788) (0.0625) (0.0549) (0.0685)
 Distributions from net
  realized gains..........     -0-     -0-  (.0003) (.0013)    -0-     -0-     -0-      -0-      -0-      -0-
                            ------  ------  ------  ------  ------  ------  ------  -------  -------  -------
 Total dividends and
  distributions...........  (.0447) (.0255) (.0269) (.0451) (.0662) (.0782) (.0788) (0.0625) (0.0549) (0.0685)
                            ------  ------  ------  ------  ------  ------  ------  -------  -------  -------
 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 RETURNS
 Total investment return
  based on:
  Net asset value(a)......    4.57%   2.58%   2.73%   4.61%   6.84%   8.14%   8.20%    6.45%    5.64%    7.09%
 RATIOS/SUPPLEMENTAL DATA
 Net assets, end of year
  (in millions)...........  $3,024  $2,417  $2,112  $1,947  $1,937  $1,891  $1,536   $1,392   $1,458   $1,198
 Ratio to average net
  assets of:
  Expenses, net of waivers
   and reimbursements.....    1.00%   1.00%   1.00%   1.00%    .97%    .88%    .95%     .95%     .99%    1.01%
  Expenses, before waivers
   and reimbursements.....    1.03%   1.03%   1.00%   1.00%    .97%    .98%   1.05%    1.05%    1.09%    1.11%
  Net investment
   income(b)..............    4.51%   2.57%   2.65%   4.37%   6.62%   7.82%   7.87%    6.26%    5.50%    6.85%
</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 waivers and reimbursements.
<TABLE>
<CAPTION>
                                                                         FEBRUARY 16,
                                    YEAR ENDED JUNE 30,                     1989(A)
ALLIANCE MONEY RESERVES   ---------------------------------------------     THROUGH
                           1995    1994    1993    1992    1991   1990   JUNE 30, 1989
                          ------  ------  ------  ------  ------  -----  -------------
<S>                       <C>     <C>     <C>     <C>     <C>     <C>    <C>
Net asset value, begin-
 ning of period.........  $ 1.00   $1.00   $1.00   $1.00   $1.00  $1.00      $1.00
                          ------  ------  ------  ------  ------  -----      -----
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income..    .045    .025    .027    .044    .066   .079       .033
                          ------  ------  ------  ------  ------  -----      -----
LESS: DISTRIBUTIONS
 Dividends from net in-
  vestment income.......   (.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
                          ======  ======  ======  ======  ======  =====      =====
TOTAL RETURN
Total investment return
 based on:
 Net asset value(b).....    4.50%   2.57%   2.71%   4.47%   6.87%  8.26%      9.18%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of pe-
 riod (in millions).....  $2,510  $1,795  $1,626  $1,412  $1,262   $993       $563
Ratio to average net as-
 sets of:
 Expenses, net of waiv-
  ers and reimburse-
  ments.................    1.00%   1.00%   1.00%   1.00%    .97%   .89%       .99%(c)
 Expenses, before waiv-
  ers and reimburse-
  ments.................    1.04%   1.09%   1.04%   1.04%   1.03%   .99%      1.09%(c)
 Net investment
  income(d).............    4.53%   2.55%   2.67%   4.33%   6.56%  7.92%      9.16%(c)
</TABLE>
- -------------
(a) Commencement of operations.
(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.
(d) Net of waivers and reimbursements.
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
ALLIANCE GOVERNMENT                                     YEAR ENDED JUNE 30,
RESERVES                  ----------------------------------------------------------------------------------------
                           1995     1994     1993     1992     1991     1990     1989     1988     1987     1986
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, begin-
 ning 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...    .0439    .0244    .0256    .0421    .0640    .0765    .0774   0.0612   0.0541   0.0659
Net realized gain on in-
 vestments..............      -0-      -0-    .0001      -0-      -0-    .0001      -0-      -0-      -0-      -0-
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Net increase in net
 assets from operations.    .0439    .0244    .0257    .0421    .0640    .0766    .0774   0.0612   0.0541   0.0659
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
LESS: DISTRIBUTIONS
Dividends from net in-
 vestment income........   (.0439)  (.0244)  (.0256)  (.0421)  (.0640)  (.0765)  (.0774) (0.0612) (0.0541) (0.0659)
Distributions from net
 realized gains.........      -0-      -0-   (.0001)     -0-      -0-   (.0001)     -0-      -0-      -0-      -0-
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Total dividends and dis-
 tributions.............   (.0439)  (.0244)  (.0257)  (.0421)  (.0640)  (.0766)  (.0774) (0.0612) (0.0541) (0.0659)
                          -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
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 RETURNS
Total investment return
 based on:
 net asset value(a).....     4.48%    2.48%    2.60%    4.30%    6.61%    7.96%    8.04%    6.31%    5.56%    6.81%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
 (in millions)..........   $2,514   $2,061   $1,783   $1,572   $1,070     $584     $522     $315     $260     $254
Ratio to average net as-
 sets of:
Expenses, net of waivers
 and reimbursements.....     1.00%    1.00%    1.00%     .95%     .89%     .88%     .88%     .80%     .95%    1.00%
Expenses, before waivers
 and reimbursements.....     1.05%    1.04%    1.02%     .97%     .93%     .98%     .98%     .90%    1.05%    1.10%
Net investment
 income(b)..............     4.42%    2.46%    2.55%    4.17%    6.28%    7.65%    7.86%    6.13%    5.41%    6.58%
</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 waivers and reimbursement.
 
<TABLE>
<CAPTION>
                                                           SEPTEMBER 1, 1993(A)
                                              YEAR ENDED         THROUGH
                                             JUNE 30, 1995    JUNE 30, 1994
ALLIANCE TREASURY RESERVES                   ------------- --------------------
<S>                                          <C>           <C>
Net asset value, beginning of period........   $   1.00          $  1.00
                                               --------          -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income.......................      .0460            .0260
                                               --------          -------
LESS: DISTRIBUTIONS
Dividends from net investment income........     (.0460)          (.0260)
                                               --------          -------
Net asset value, end of period..............   $   1.00          $  1.00
                                               ========          =======
TOTAL RETURNS
Total investment return based on: net asset
 value (b)..................................       4.71%            3.18%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands)......   $493,702          $80,720
Ratio to average net assets of:
 Expenses, net of waivers and reimburse-
  ments.....................................        .69%             .28%(c)
 Expenses, before waivers and reimburse-
  ments.....................................       1.05%            1.28%(c)
 Net investment income (d)..................       4.86%            3.24%(c)
</TABLE>
- -------
(a) Commencement of operations.
(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.
(d) Net of waivers and reimbursements.
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
                                                           GENERAL PORTFOLIO
ALLIANCE MUNICIPAL TRUST  ------------------------------------------------------------------------------------------------
                                     YEAR ENDED JUNE 30,                      SIX MONTHS      YEAR ENDED DECEMBER 31,
                          -------------------------------------------------      ENDED      ------------------------------
                           1995       1994    1993    1992    1991    1990   JUNE 30, 1989   1988    1987    1986    1985
                          ------     ------  ------  ------  ------  ------  -------------  ------  ------  ------  ------
<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       .018    .020    .034    .046    .055       .030        .047    .041    .044    .049
 Net realized and
  unrealized loss on
  investments...........   (.003)       -0-     -0-     -0-     -0-     -0-        -0-         -0-     -0-     -0-     -0-
                          ------     ------  ------  ------  ------  ------     ------      ------  ------  ------  ------
 Net increase in net
  asset value from
  operations............    .025       .018    .020    .034    .046    .055       .030        .047    .041    .044    .049
                          ------     ------  ------  ------  ------  ------     ------      ------  ------  ------  ------
ADD: CAPITAL
 CONTRIBUTIONS
 Capital Contributed by
  the Adviser...........    .003        -0-     -0-     -0-     -0-     -0-        -0-         -0-     -0-     -0-     -0-
                          ------     ------  ------  ------  ------  ------     ------      ------  ------  ------  ------
LESS: DISTRIBUTIONS
 Dividends from net
  investment income.....   (.028)     (.018)  (.020)  (.034)  (.046)  (.055)     (.030)      (.047)  (.041)  (.044)  (.049)
                          ------     ------  ------  ------  ------  ------     ------      ------  ------  ------  ------
 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 RETURNS
 Total investment return
  based on net asset
  value(a)..............    2.83%(c)   1.81%   2.05%   3.48%   4.71%   5.65%      6.13%(b)    4.81%   4.18%   4.50%   5.04%
RATIOS/SUPPLEMENTAL DATA
 Net assets, end of
  period (in millions)..  $1,189     $1,134  $1,016    $914    $883    $798       $695        $633    $690    $794    $374
 Ratio to average net
  assets of:
 Expense, net of waivers
  and reimbursements....     .94%       .92%    .92%    .92%    .89%    .83%       .84%(b)     .83%    .80%    .80%    .85%
 Expense, before waivers
  and reimbursements....     .95%       .94%    .94%    .95%    .95%    .93%       .94%(b)     .93%    .90%    .90%    .95%
 Net investment
  income(d).............    2.78%      1.80%   2.02%   3.40%   4.57%   5.50%      5.96%(b)    4.69%   4.08%   4.31%   4.87%
</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) Annualized.
(c) The capital contribution by the Adviser has no effect on total return.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
                                                              NEW YORK PORTFOLIO
                     -------------------------------------------------------------------------------------------------------------
                                                                                                YEAR ENDED
                                     YEAR ENDED JUNE 30,                        SIX MONTHS     DECEMBER 31,     OCTOBER 6, 1986(A)
                     --------------------------------------------------------      ENDED      ----------------          TO
                       1995      1994      1993      1992     1991     1990    JUNE 30, 1989   1988     1987    DECEMBER 31, 1986
                     --------  --------  --------  --------  -------  -------  -------------  -------  -------  ------------------
<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.........        .028      .018      .019      .034     .042     .051        .027        .041     .036          .008
                     --------  --------  --------  --------  -------  -------     -------     -------  -------       -------
LESS
 DISTRIBUTIONS
 Dividends from
  net investment
  income.........       (.028)    (.018)    (.019)    (.034)   (.042)   (.051)      (.027)      (.041)   (.036)        (.008)
                     --------  --------  --------  --------  -------  -------     -------     -------  -------       -------
 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 RETURNS
 Total investment
  return based on
  net asset
  value(b).......        2.84%     1.77%     1.94%     3.47%    4.32%    5.26%       5.61%(c)    4.14%    3.71%         3.46%(c)
RATIOS/SUPPLEMENTAL
 DATA
 Net assets, end
  of period
  (000's
  omitted).......    $177,254  $162,839  $100,529  $100,476  $71,748  $62,536     $41,910     $41,335  $58,684       $78,462
 Ratio to average
  net assets of:
 Expenses, net of
  waivers and
  reimbursements.         .85%      .84%      .80%      .80%     .80%     .80%        .85%(c)    1.00%     .87%          .55%(c)
 Expenses, before
  waivers and
  reimbursements.        1.03%     1.08%     1.06%     1.12%    1.15%    1.18%       1.35%(c)    1.33%     .97%         1.05%(c)
 Net investment
  income(d)......        2.81%     1.77%     1.91%     3.35%    4.20%    5.13%       5.45%(c)    4.03%    3.62%         3.48%(c)
</TABLE>
- -------
(a) Commencement of operations.
(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.
(d) Net of expenses reimbursed or waived by the Adviser.
<TABLE>
<CAPTION>
                                                            CALIFORNIA PORTFOLIO
                          ----------------------------------------------------------------------------------------------
                                           YEAR ENDED JUNE 30,                                          JUNE 2, 1988(A)
                          ----------------------------------------------------------  SIX MONTHS ENDED      THROUGH
                            1995      1994      1993      1992      1991      1990     JUNE 30, 1989   DECEMBER 31, 1988
                          --------  --------  --------  --------  --------  --------  ---------------- -----------------
<S>                       <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
                          --------  --------  --------  --------  --------  --------      --------         --------
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income..      .027      .018      .020      .032      .043      .050          .029             .030
                          --------  --------  --------  --------  --------  --------      --------         --------
LESS: DISTRIBUTIONS
 Dividends from net
  investment income.....     (.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
                          ========  ========  ========  ========  ========  ========      ========         ========
TOTAL RETURNS
 Total investment return
  based on net asset
  value(b)..............      2.78%     1.83%     2.05%     3.26%     4.43%     5.17%         6.02%(c)         5.20%(c)
RATIOS/SUPPLEMENTAL DATA
 Net assets, end of
  period (000's
  omitted)..............  $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........       .93%      .93%      .93%      .95%     1.00%      .99%          .92%(c)          .89%(c)
 Expenses, before
  waivers and
  reimbursements........      1.01%     1.02%     1.02%     1.05%     1.10%     1.09%         1.02%(c)         1.10%(c)
 Net investment
  income(d).............      2.75%     1.82%     2.01%     3.18%     4.32%     5.03%         5.90%(c)         5.21%(c)
</TABLE>
- -------
(a) Commencement of operations.
(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.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       6
<PAGE>
 
<TABLE>
<CAPTION>
                                            CONNECTICUT PORTFOLIO
                          ---------------------------------------------------------------
                                    YEAR ENDED JUNE 30,                JANUARY 5, 1990(A)
                          -------------------------------------------       THROUGH
                           1995     1994     1993     1992     1991      JUNE 30, 1990
                          -------  -------  -------  -------  -------  ------------------
<S>                       <C>      <C>      <C>      <C>      <C>      <C>
Net asset value,
 beginning of period ...   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00        $ 1.00
                          -------  -------  -------  -------  -------       -------
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income..     .028     .017     .020     .033     .045          .026
                          -------  -------  -------  -------  -------       -------
LESS: DISTRIBUTIONS
 Dividends from net
  investment income.....    (.028)   (.017)   (.020)   (.033)   (.045)        (.026)
                          -------  -------  -------  -------  -------       -------
 Net asset value, end of
  period................    $1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00        $ 1.00
                          =======  =======  =======  =======  =======       =======
TOTAL RETURNS
 Total investment return
  based on net asset
  value(b)..............     2.78%    1.71%    2.00%    3.35%    4.57%         5.53%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (000's omitted).  $75,991  $57,314  $56,224  $54,751  $48,482       $27,945
Ratio to net assets of:
 Expenses, net of
  waivers and...........       80%     .77%     .70%     .58%     .44%          .19%(c)
 Expenses, before
  waivers and
  reimbursements........     1.21%    1.21%    1.16%    1.22%    1.16%         1.10%(c)
 Net investment
  income(d).............     2.77%    1.69%    1.97%    3.28%    4.39%         5.39%(c)
</TABLE>
- -------
(a) Commencement of operations.
(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.
(d) Net of expenses reimbursed or waived by the Adviser.
 
<TABLE>
<CAPTION>
                                                    NEW JERSEY PORTFOLIO
                                              ---------------------------------
                                                            FEBRUARY 7, 1994(A)
                                               YEAR ENDED         THROUGH
                                              JUNE 30, 1995    JUNE 30, 1994
                                              ------------- -------------------
<S>                                           <C>           <C>
Net asset value, beginning of period.........      $1.00          $  1.00
                                                 -------          -------
INCOME FROM INVESTMENT OPERATIONS
 Net investment income.......................       .029             .008
                                                 -------          -------
LESS: DISTRIBUTIONS
 Dividends from net investment income........      (.029)           (.008)
                                                 -------          -------
 Net asset value, end of period..............      $1.00            $1.00
                                                 =======          =======
TOTAL RETURNS
 Total investment return based on net asset
  value(b)...................................       2.93%            2.08%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....    $74,133          $36,909
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements.        .74%             .70%(c)
 Expenses, before waivers and reimbursements.       1.29%            1.93%(c)
 Net investment income(d)....................       2.98%            2.07%(c)
</TABLE>
- -------
(a) Commencement of operations.
(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.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       7
<PAGE>
 
<TABLE>
<CAPTION>
                                          VIRGINIA PORTFOLIO  FLORIDA PORTFOLIO
                                          ------------------ -------------------
                                          OCTOBER 25 1994(A) JULY 28, 1995(A) TO
                                               THROUGH        OCTOBER 17, 1995
                                            JUNE 30, 1995        (UNAUDITED)
                                          ------------------ -------------------
<S>                                       <C>                <C>
Net asset value, beginning of period....         $1.00             $  1.00
 
                                               -------             -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income...................          .023                .008
 
                                               -------             -------
LESS DISTRIBUTIONS
Dividends from net investment income....         (.023)              (.008)
 
                                               -------             -------
Net asset value, end of period..........         $1.00             $  1.00
 
                                               =======             =======
TAX RETURNS
Total investment return based on net as-
 set value(b)...........................          3.48%(c)            3.67%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omit-
 ted)...................................       $66,921             $18,065
Ratio to average net assets of:
 Expenses, net of waivers and reimburse-
  ments.................................           .44%(c)             .16%(c)
 Expenses, before waivers and reimburse-
  ments.................................          1.30%(c)            3.90%(c)
 Net investment income(d)...............          3.48%(c)            3.73%(c)
</TABLE>
- -------
(a) Commencement of operations.
(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 re-
    demption on the last day of the period.
(c)Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
  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. For ACR
dividends for the seven days ended June 30, 1995 amounted to an annualized
yield of 5.12%, equivalent to an effective yield of 5.25%. For AMR dividends
for the seven days ended June 30, 1995 amounted to an annualized yield of
5.12%, equivalent to an effective yield of 5.25%. For AGR dividends for the
seven days ended June 30, 1995, after expense reimbursement, amounted to an
annualized yield of 4.97%, equivalent to an effective yield of 5.10%. Absent
such reimbursement, the annualized yield for such period would have been
4.95%, equivalent to an effective yield of 5.08%. For ATR dividends for the
seven days ended June 30, 1995, after expense reimbursement, amounted to an
annualized yield of 4.97%, equivalent to an effective yield of 5.10%. Absent
such reimbursement, the annualized yield for such period would have been
4.72%, equivalent to an effective yield of 4.85%. Dividends for AMT--General
for the seven days ended June 30, 1995 amounted to an annualized yield of
3.25%, equivalent to an effective yield of 3.30%. Dividends for AMT--New York
for the seven days ended June 30, 1995, after expense reimbursement, amounted
to an annualized yield of 3.36%, equivalent to an effective yield of 3.42%.
Absent expense reimbursement, the annualized yield for this period would have
been 3.23%, equivalent to an effective yield of 3.29%. Dividends for AMT--
California for the seven days ended June 30, 1995, after expense
reimbursement, amounted to an annualized yield of 3.18%, equivalent to an
effective yield of 3.23%. Absent expense reimbursement, the annualized yield
for this period would have been 3.13%, equivalent to an effective yield of
3.18%. Dividends for AMT--Connecticut for the seven days ended June 30, 1995,
after expense reimbursement, amounted to an annualized yield of 3.19%,
equivalent to an effective yield of 3.24%. Absent expense reimbursement, the
annualized yield for this period would have been 2.85%, equivalent to an
effective yield of 2.90%. Dividends for AMT--New Jersey for the seven days
ended June 30, 1995, after expense reimbursement, amounted to an annualized
yield of 3.23%, equivalent to an effective yield of 3.28%. Absent expense
reimbursement, the annualized yield for this period would have been 2.88%,
equivalent to an effective yield of 2.93%. Dividends for AMT--Virginia for the
seven days ended June 30, 1995, after expense reimbursement, amounted to an
annualized yield of 3.54%, equivalent to an effective yield of 3.60%. Absent
expense reimbursement, the annualized yield for this period would have been
3.24%, equivalent to an effective yield of 3.30%. AMT--Florida did not
commence operations until after June 30, 1995.
 
                                       8
<PAGE>
 
                      INVESTMENT OBJECTIVES AND POLICIES

  The investment objective of Alliance Money Reserves is maximum current in-
come to the extent consistent with safety of principal and liquidity. The in-
vestment objectives of each of the other Funds are--in the following order of
priority--safety of principal, excellent liquidity and, to the extent consis-
tent with the first two objectives, maximum current income (exempt from income
taxes to the extent described below in the case of each portfolio of Alliance
Municipal Trust). As a matter of fundamental policy, each Fund, except for
AMT--Florida, pursues its objectives by maintaining a portfolio of high-qual-
ity money market securities all of which at the time of investment have re-
maining maturities of one year (397 days with respect to ATR and AMT--New Jer-
sey and AMT--Virginia) or less, which maturities may extend to 397 days. AMT--
Florida pursues its objectives by investing in high quality municipal securi-
ties having remaining maturities of 397 days or less (which maturities may ex-
tend to such greater length of time as may be permitted from time to time pur-
suant 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 nonfundamental 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.
 
  The Funds will comply with Rule 2a-7 of the 1940 Act as amended from time to
time, including the diversity, 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.
 
ALLIANCE CAPITAL RESERVES
 
  The money market securities in which Alliance Capital Reserves ("ACR") in-
vests 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 as-
sociations having total assets of more than $1 billion and which are members
of the Federal Deposit Insurance Corporation and certificates of deposit and
bankers' acceptances 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 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, is-
sued by companies having outstanding debt securities rated AAA or AA by Stan-
dard & 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 in full each day by liquid securities of the types listed
above. 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, ACR'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. ACR may also invest in
certificates of deposit issued by, and time deposits maintained at, foreign
branches of domestic banks described in (2) above and prime quality dollar-
denominated commercial paper issued by foreign companies meeting the criteria
specified in (3) above.
 
                                       9
<PAGE>
 
  ACR may purchase restricted securities that are determined by the Adviser to
be liquid in accordance with procedures adopted by the Trustees of ACR. Re-
stricted securities are securities subject to contractual or legal restric-
tions on resale, such as those arising from an issuer's reliance upon certain
exemptions from registration under the Securities Act of 1933 (the "Securities
Act"). The Fund may purchase restricted securities eligible for resale under
Rule 144A under the Securities Act and commercial paper issued in reliance
upon the exemption from registration in Section 4(2) of the Securities Act
and, in each case, determined by the Adviser to be liquid in accordance with
procedures adopted by the Trustees of the Fund.
 
  ACR may invest in asset-backed securities that meet its existing diversifi-
cation, 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 benefi-
cial interest in a special purpose trust, limited partnership interest, or
commercial paper or other debt securities issued by a special purpose corpora-
tion. 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 ACR's current intention
to limit its investment in such securities to not more than 5% of its net as-
sets.
 
  OTHER FUNDAMENTAL INVESTMENT POLICIES. To maintain portfolio diversification
and reduce investment risk, ACR may not: (1) invest more than 25% of its as-
sets in the securities of issuers conducting their principal business activi-
ties 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 re-
spect to one-quarter 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 is-
suer (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 ag-
gregate 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; or (5) mortgage, pledge or hypothecate its assets
except to secure such borrowings.
 
  As a matter of operating policy, fundamental policy number (2) would give
ACR 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 fu-
ture.
 
ALLIANCE MONEY RESERVES
 
  The money market securities in which Alliance Money Reserves ("AMR") invests
include: (1) marketable obligations of, or guaranteed by, the United States
Government, its agencies or instrumentalities (collectively, the "U.S. Govern-
ment"); (2) certificates of deposit and bankers' acceptances issued or guaran-
teed by, or time deposits maintained at, banks or savings and loan associa-
tions (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 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 com-
panies 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 ex-
tended by banks to such companies; and (4) repurchase agreements that are col-
lateralized in full each day by liquid securities of the types listed above.
Repurchase agreements
 
                                      10
<PAGE>
 
may be entered into only with those banks (including State Street Bank and
Trust Company, AMR's Custodian) or broker-dealers ("vendors") that are eligi-
ble under the procedures adopted by the Trustees for evaluating and monitoring
the creditworthiness of such vendors. A repurchase agreement would create a
loss to AMR if, in the event of a vendor default, the proceeds from the sale
of the collateral were less than the repurchase price.
 
  To the extent AMR purchases money market instruments issued by foreign enti-
ties, consideration will be given to the domestic marketability of such in-
struments, and possible interruptions of, or restrictions on, the flow of in-
ternational currency transactions.
 
  AMR may purchase restricted securities that are determined by the Adviser to
be liquid in accordance with procedures adopted by the Trustees of AMR. Re-
stricted securities are securities subject to contractual or legal restric-
tions on resale, such as those arising from an issuer's reliance upon certain
exemptions from registration under the Securities Act of 1933 (the "Securities
Act"). The Fund may purchase restricted securities eligible for resale under
Rule 144A under the Securities Act and commercial paper issued in reliance
upon the exemption from registration in Section 4(2) of the Securities Act
and, in each case, determined by the Adviser to be liquid in accordance with
procedures adopted by the Trustees of the Fund.
 
  AMR may invest in asset-backed securities that meet its existing diversifi-
cation, 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 benefi-
cial interest in a special purpose trust, limited partnership interest, or
commercial paper or other debt securities issued by a special purpose corpora-
tion. 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 in-
tention 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, AMR may not: (1) invest more than 25% of its as-
sets in the securities of issuers conducting their principal business activi-
ties 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 one-quarter 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 con-
tinuous 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 agree-
ments 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; or (5) mortgage, pledge or hypothecate
its assets except to secure such borrowings.
 
  As a matter of operating policy, fundamental policy number (2) would give
AMR 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 Alliance Government Reserves ("AGR") invests are:
(1) marketable obligations of, or guaranteed by, the United States Government,
its agencies or instrumentalities (collectively, the "U.S. Government"), in-
cluding issues of the
 
                                      11
<PAGE>
 
United States Treasury, such as bills, certificates of indebtedness, notes and
bonds, and issues of agencies and instrumentalities established under the au-
thority of an act of Congress; and (2) repurchase agreements that are collat-
eralized in full each day by the types of securities listed above. These
agreements are entered into with "primary dealers" (as designated by the Fed-
eral 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.
 
  OTHER FUNDAMENTAL INVESTMENT POLICIES. To maintain portfolio diversification
and reduce investment risk, AGR may not: (1) borrow money except from banks on
a temporary basis or via entering into reverse repurchase agreements in aggre-
gate amounts not exceeding 10% of its assets and to be used exclusively to fa-
cilitate 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 it will not purchase
any investment while any such borrowings exist; or (2) pledge, hypothecate or
in any manner transfer, as security for indebtedness, its assets except to se-
cure such borrowings.
 
ALLIANCE TREASURY RESERVES
 
  The securities in which Alliance Treasury Reserves ("ATR") 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 in full
each day by the types of securities listed above. 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,
ATR's Custodian. For each repurchase agreement, ATR requires continual mainte-
nance 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, ATR
might suffer a loss to the extent that the proceeds from the sale of the col-
lateral were less than the repurchase price. ATR 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 securi-
ties are fixed on the transaction date. The value of such securities may fluc-
tuate prior to their settlement, thereby creating an unrealized gain or loss
to ATR.
 
  OTHER FUNDAMENTAL INVESTMENT POLICIES. To maintain portfolio diversification
and reduce investment risk, ATR may not: (1) borrow money except from banks on
a temporary basis or via entering into reverse repurchase agreements in aggre-
gate amounts not exceeding 10% of its assets and to be used exclusively to fa-
cilitate 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 it will not purchase
any investment while any such borrowings exist; or (2) pledge, hypothecate or
in any manner transfer, as security for indebtedness, its assets except to se-
cure such borrowings.
 
ALLIANCE MUNICIPAL TRUST
 
  The investment objectives of each Portfolio are safety of principal, liquid-
ity and, to the extent consistent with these objectives, maximum current in-
come that is exempt from income taxation to the extent described below. Except
when a Portfolio assumes a temporary defensive position, as a matter of funda-
mental policy, at least 80% of each Portfolio's total assets will be invested
in municipal securities (as opposed to the taxable investments described be-
low). Normally, substantially all of each Portfolio's income will be tax-ex-
empt as described below (e.g., for 1994,
 
                                      12
<PAGE>
 
100% of the income of each Portfolio was exempt from Federal income taxes; the
Florida Portfolio had not yet been established).
 
  THE GENERAL PORTFOLIO seeks maximum current income that is exempt from Fed-
eral income taxes by investing principally in a diversified portfolio of high
quality municipal securities. Such income may be subject to state or local in-
come taxes.
 
  THE NEW YORK PORTFOLIO seeks maximum current income that is exempt from Fed-
eral, 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 po-
litical 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 po-
litical 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 Jer-
sey personal income taxes [i.e. New Jersey municipal securities and obliga-
tions of the U.S. Government, its agencies and instrumentalities ("U.S. Gov-
ernment Securities")]. In addition, during periods when Alliance Capital Man-
agement L.P. (the "Adviser") believes that New Jersey municipal securities
that meet the New Jersey Portfolio's standards are not available, it may in-
vest 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 Fed-
eral 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 Fed-
eral 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.
 
  Each Portfolio of the Fund may invest without limitation in tax-exempt mu-
nicipal 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 pri-
vate 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) inter-
est on all tax-exempt obligations will be included in "adjusted current earn-
ings" of corporations for AMT purposes. Such
 
                                      13
<PAGE>
 
bonds have provided, and may continue to provide, somewhat higher yields than
other comparable municipal securities. See below, "Daily Dividends, Other Dis-
tributions, Taxes."
 
  There can be no assurance that the Portfolios will achieve their investment
objectives. Potential investors in the New York, California, Connecticut, New
Jersey, Virginia and Florida 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, includ-
ing 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 discus-
sion of the financial condition of New York, California, Connecticut, New Jer-
sey, Virginia and Florida.
 
  MUNICIPAL SECURITIES. The municipal securities in which each Portfolio in-
vests 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 sea-
sonal revenues, bond anticipation notes, and tax-exempt commercial paper.
Short-term municipal bonds may include general obligation bonds, which are se-
cured 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, ac-
cordingly, 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 bil-
lion. The letters of credit of any single bank in respect of all variable rate
obligations will not cover more than 10% of a Portfolio's total assets.
 
  Each Portfolios' 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 Corpora-
tion (AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of compara-
ble quality. Securities must also meet credit standards applied by the Advis-
er.
 
  A Portfolio also may invest in stand-by commitments, which may involve cer-
tain 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 custo-
dian will maintain, in a separate account of the respective Portfolio, liquid
high-grade debt securities having value equal to, or greater than, such when-
issued securities. The price of when-issued securities, which is generally ex-
pressed 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 fluc-
tuate prior to their settlement, thereby creating an unrealized gain or loss
to a Portfolio.
 
  TAXABLE INVESTMENTS. The taxable investments in which each Portfolio may in-
vest include obligations of the U.S. Government and its agencies, high
 
                                      14
<PAGE>
 
quality certificates of deposit and bankers' acceptances, prime commercial pa-
per, and repurchase agreements.
 
  OTHER FUNDAMENTAL INVESTMENT POLICIES. To reduce investment risk, the Gen-
eral 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 as-
sets the General Portfolio may invest up to 10% per issuer, and (ii) the New
York, California, Connecticut, New Jersey, Virginia and Florida 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 pur-
chase more than 10% of any class of the voting securities of any one issuer
except those of the U.S. Government.

                       PURCHASE AND REDEMPTION OF SHARES
 
OPENING ACCOUNTS
 
  Instruct your Account Executive to use ACR, AMR, AGR, ATR, AMT-General, AMT-
NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA or AMT-FL in conjunction with your broker-
age account.
 
SUBSEQUENT INVESTMENTS
 
 A. BY CHECK THROUGH JOHNSTON, LEMON
 
  Mail or deliver your check or negotiable draft payable to Johnston, Lemon &
Co. Incorporated ("Johnston, Lemon") to your Account Executive who will de-
posit it into the Fund(s). Please indicate your Fund account number on the
check.
 
 B. BY SWEEP
 
  Johnston, Lemon has available an automatic "sweep" for the Funds in opera-
tion of brokerage accounts for its customers. Once a week all cash exceeding
$100 which has come into your brokerage account is moved into your account. A
daily sweep is available for balances over $500.
 
 C. BY CONTACTING YOUR ACCOUNT EXECUTIVE
 
  Available credit balances in your brokerage account from proceeds of your
securities sales or from any other source can be moved into your Fund account
by contacting your Account Executive specifically each time that you know
there is a cash balance.
 
REDEMPTIONS
 
 A. BY CONTACTING YOUR ACCOUNT EXECUTIVE
 
  Instruct your Account Executive to make a withdrawal from your Fund account
to purchase securities or to make payment to you with a Johnston, Lemon check.
 
 B. BY SWEEP
 
  The sweep automatically moves money from your Fund account to cover invest-
ment purchases made in your cash account.
 
 C. BY CHECK-WRITING
 
  With this service, you may write checks made payable to any payee in any
amount of $100 or more. Checks cannot be written for more than the principal
balance (not including any accrued dividends) in your account. You must first
fill out the Signature Card which you can obtain from your Account Executive.
There is no separate charge for the check-writing service. The check-writing
service enables you to receive the daily dividends declared on the shares to
be redeemed until the day that your check is presented for payment.

                                      15
<PAGE>
 
                            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. (New York time). The net asset value per share of a Fund is
calculated by taking the sum of the value of that Fund's investments (amor-
tized cost value is used for this purpose) and any cash or other assets, sub-
tracting liabilities, and dividing by the total number of shares of outstand-
ing. All expenses, including the fees payable to the Adviser, are accrued dai-
ly.
 
  TIMING OF INVESTMENTS AND REDEMPTIONS. The Funds have two transaction times
each business day, 12:00 Noon and 4:00 p.m. (New York 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 re-
ceived before or after 12:00 Noon.
 
  During periods of drastic economic or market developments, such as the mar-
ket break of October 1987, it is possible that shareholders would have diffi-
culty in reaching Alliance Fund Services, Inc. by telephone (although no such
difficulty was apparent at any time in connection with the 1987 market break).
If a shareholder were to experience such difficulty, the shareholder should
issue written instructions to Alliance Fund Services, Inc. at the address
shown on page 18 of this prospectus. The Funds reserve the right to suspend or
terminate their telephone redemption service at any time without notice. Nei-
ther the Funds nor the Adviser, or Alliance Fund Services, Inc. will be re-
sponsible for the authenticity of telephone requests for redemptions that the
Funds reasonably believe to be genuine. The Funds will employ reasonable pro-
cedures in order to verify that telephone requests for redemptions are genu-
ine, including among others, recording such telephone instructions and causing
written confirmations of the resulting transactions to be sent to sharehold-
ers. If the Funds did not employ such procedures, they could be liable for
losses arising from unauthorized or fraudulent telephone instructions. Se-
lected dealers or agents may charge a commission for handling telephone re-
quests for redemptions.
 
  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.
 
  SMALL ACCOUNT CHARGE. The Funds impose service charges upon financial inter-
mediaries to reflect the relatively higher costs of small transactions; these
intermediaries may in turn pass on such charges to affected accounts.
 
  PERIODIC DISTRIBUTION PLANS. Without affecting your right of using any of
the regular methods of redemption previously described, by arranging with your
Account Executive you may elect to participate additionally in the following
plans without any separate charge. Under the Income Distribution Plan, you re-
ceive monthly payments of all the income earned in your Fund account, with
payments forwarded shortly after the close of the month. Under the Systematic
Withdrawal Plan, you may request checks in any specified amount of $50 or more
each month or in any intermittent pattern of months. If desired, you can or-
der, via a signature-guaranteed letter to the Funds, such periodic payments to
be sent to another person.
 
                                      16
<PAGE>
 
  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 immedi-
ately 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
of a Fund are reflected in its net asset value and are not included in net in-
come.
 
  Distributions to you out of tax-exempt interest income earned by AMT-Gener-
al, AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA and AMT-FL are not subject to Fed-
eral income tax (other than the AMT), but, in the case of the General Portfo-
lio, may be subject to state or local income taxes. Any exempt-interest divi-
dends derived from interest on municipal securities subject to the AMT will be
a specific preference item for purposes of the Federal individual and corpo-
rate 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. Distri-
butions 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 Jer-
sey 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-
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 au-
thority, 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 intan-
gible assets owned by Florida residents. U.S. Government securities and Flor-
ida municipal securities are exempt from this intangible tax. It is antici-
pated 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 se-
curities 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 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.
 
  MINIMUMS. Each Fund has minimums of $1,000 for initial investments and $500
for subsequent investments.
 
  THE ADVISER. Each Fund retains Alliance Capital Management L. P., 1345 Ave-
nue of the Americas, New York, NY 10105 under separate Advisory Agreements to
provide investment advice and, in
 
                                      17
<PAGE>
 
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, 1995, ACR, AMR, AGR, ATR, AMT-General, AMT-NY, AMT-CA, AMT-CT and AMT-NJ
each paid the Adviser an advisory fee at an annual rate of .46, .49, .46, .38,
 .50, .42, .50, .19 and .05 of 1%, respectively, of the average daily value of
the respective Portfolio's net assets. For the period ended June 30, 1995, the
Adviser waived the advisory fee for AMT-VA. AMT-FL pays an advisory fee at an
annual rate of .50 of 1% of up to $1.25 billion of the average daily value of
its net assets, .49 of 1% of the next $.25 billion of such assets, .48 of 1%
of the next $.25 billion of such assets, .47 of 1% of the next $.25 billion of
such assets, .46 of 1% of the next $1 billion of such assets and .45 of 1% of
its average daily net assets in excess of $3 billion. The fee is accrued daily
and paid monthly.
 
  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 av-
erage daily net assets. For the fiscal year ended June 30, 1995, ACR, AMR,
AGR, AMT-General, AMT-NY, AMT-CA, AMT-CT, AMT-NJ and AMT-VA each paid the Ad-
viser a distribution services fee at an annual rate of .25, .21, .23, .24,
 .15, .17, .15, .15 and .15 of 1%, respectively, of the average daily value of
the net assets of each Portfolio. For the period June 30, 1995, the Adviser
waived the distribution fee for ATR. AMT-FL did not commence operations until
after June 30, 1995. 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 account-
ing services provided to the Funds, with any remaining amounts being 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 regula-
tions 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 Com-
pany, 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 Dis-
tributors, Inc., 1345 Avenue of the Americas, New York, NY 10105, are the
Funds' Transfer Agent and Distributor, respectively.
 
  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 forma-
tion 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 and AMT-FL 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 such investment company is organized as a Massachusetts
business trust. Each Fund's activities are supervised by its Trustees. Normal-
ly, shares of each series of Alliance
 
                                      18


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