ALLIANCE GOVERNMENT RESERVES INC
497, 1996-01-03
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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 management investment companies with investment
objectives of safety, liquidity and maximum current income (in the case of
Alliance Mu-nicipal Trust-General, exempt from Federal income taxes and, in the
case of the Virginia Portfolio, 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 Virginia Portfolio of Alliance Municipal
Trust is non-diversified, and is offered only to residents of Virginia. 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.
 
  A "Statement of Additional Information" 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 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 Investment Broker.
 
  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.......................................   7
  Purchase and Redemption of Shares........................................  10
  Additional Information...................................................  11
- --------------------------------------------------------------------------------
 

                                 Money Market
                                     Funds
                                     -----

                . Alliance Capital Reserves

                . Alliance Money Reserves

                . Alliance Government Reserves

                . Alliance Treasury Reserves

                . Alliance Municipal Trust

                     -- General Portfolio

                     -- Virginia Portfolio


Prospectus
November 1, 1995

                             909 East Main Street
                           Richmond, Virginia 23219
                                (804) 643-1811

================================================================================

                          Scott & Stringfellow, Inc.
                    Personal Investment Service Since 1893
                               Member NYSE/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,        ACR   AMR   AGR   ATR   AMT-GEN AMT-VA
 after expense reimbursement)             ---   ---   ----  ----  ------- ------
<S>                                       <C>   <C>   <C>   <C>   <C>     <C>
   Management Fees.......................  .48%  .48%  .48%  .50%   .50%    .50%
   12b-1 Fees............................  .25   .25   .23   .20    .25     .25
   Other Expenses........................  .27   .27   .29   .30    .25     .25
                                          ----  ----  ----  ----   ----    ----
   Total Fund Operating Expenses......... 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--Virginia................................  $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--
VA are net of the contractual reimbursement by the Adviser described in this
prospectus. The expenses of such Portfolios 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 Operating Expenses--1.05%; and AMT--VA:
Management Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.35% and Total Oper-
ating Expenses--1.10%. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.
 
 
                                       2
<PAGE>

- --------------------------------------------------------------------------------
     FINANCIAL HIGHLIGHTS . FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
                                   (AUDITED)
- --------------------------------------------------------------------------------

  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. 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  ----------------------------------------------------------------------------------------------
                                                                             SIX MONTHS
                                     YEAR ENDED JUNE 30,                       ENDED        YEAR ENDED DECEMBER 31,
                          -------------------------------------------------   JUNE 30,    ------------------------------
                           1995       1994    1993    1992    1991    1990      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.
 
<TABLE>
<CAPTION>
                                                              VIRGINIA PORTFOLIO
                                                              ------------------
                                                              OCTOBER 25 1994(A)
                                                                   THROUGH
                                                                JUNE 30, 1995
                                                              ------------------
<S>                                                           <C>
Net asset value, beginning of period.........................        $1.00
 
                                                                   -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income........................................         .023
 
                                                                   -------
LESS DISTRIBUTIONS
Dividends from net investment income.........................        (.023)
 
                                                                   -------
Net asset value, end of period...............................        $1.00
 
                                                                   =======
TAX RETURNS
Total investment return based on:
 Net asset value(b)..........................................         3.48%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)....................      $66,921
Ratio to average net assets of:
 Expenses, net of waivers and reimbursements.................          .44%(c)
 Expenses, before waivers and reimbursements.................         1.30%(c)
 Net investment income(d)....................................         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 re-
    demption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       5
<PAGE>
 
  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-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%.
 
                                       6
<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 Alliance Municipal Trust-
General Portfolio and Virginia Portfolio). As a matter of fundamental policy,
each Fund 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 and AMT-Virginia) or
less, which maturities may extend to 397 days. While the fundamental policies
described above and the "other fundamental investment policies" described be-
low 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 portfo-
lios 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 under the Investment Company Act of
1940 (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.
 
  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
 
                                       7
<PAGE>
 
issuer (except the U.S. Government); (4) borrow money except from banks on a
temporary basis or via entering into reverse repurchase agreements in aggre-
gate 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 may be entered into only with those banks (including
State Street Bank and Trust Company, AMR's Custodian) or broker-dealers ("ven-
dors") 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 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
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, AMR 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 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 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; 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 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 in full each day by the types of securities
listed above. These agreements are entered into with "primary dealers" (as
designated by the
 
                                       8
<PAGE>
 
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 secu-
rities, 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,
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, as a matter of
fundamental policy, at least 80% of each Portfolio's total assets will be
invested in municipal securities (as opposed to the taxable investments
described below). Normally, substantially all of each Portfolio's income will
be tax-exempt as described below (e.g., for 1994, 100% of the income of each
Portfolio was exempt from Federal income taxes).
 
  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 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.
 
  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 bonds have provided, and may con-
tinue to provide, somewhat higher yields than other comparable municipal secu-
rities. See below, "Daily Dividends, Other Distributions, Taxes."
 
  There can be no assurance that the Virginia Portfolio will achieve its in-
vestment objectives. Potential investors in the Virginia Portfolio should con-
sider the greater risk of the concentration of such Portfolio 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 di-
versified portfolios, including other states' issues, before making an invest-
ment decision. The Adviser believes that by maintaining the Portfolio's in-
vestments in liquid, short-term, high quality investments, the Portfolio is
largely insulated from the credit risks that exist on long-term municipal se-
curities of the relevant state. See the Statement of Additional Information
for a more detailed discussion of the financial condition of Virginia.
 
                                       9
<PAGE>
 
                       
 
  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 quality
certificates of deposit and bankers' acceptances, prime commercial paper, 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 Vir-
ginia Portfolio may invest 50% of its 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.

- --------------------------------------------------------------------------------
                       PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

OPENING ACCOUNTS
 
  Instruct your Investment Broker to open an ACR, AMR, AGR, ATR, AMT-General
or AMT-VA money market account in conjunction with your brokerage account. A
$1,000 minimum investment is required to open a money market account.
 
SUBSEQUENT INVESTMENTS
 
 A. BY CHECK THROUGH SCOTT & STRINGFELLOW
 
  Mail or deliver your check or negotiable draft payable to Scott & Stringfel-
low, Inc. ("Scott & Stringfellow") to your Investment Broker who will deposit
it into the Fund(s). Please indicate your Fund account number on the check or
draft. All such checks received are subject to a one day hold.
 
 B. BY SWEEP
 
  Scott & Stringfellow has available an automatic "sweep" for the Funds in the
operation of brokerage accounts for its customers. If you request the sweep
arrangement and sign the necessary agreement, every day any cash amounts of
$1,000 or more in your brokerage account is moved into your money market ac-
count. In addition, on the last day of each week, all cash balances, regard-
less of amount, are transferred into your money market account.
 
 C. BY CONTACTING YOUR INVESTMENT BROKER
 
  Cash that has come into your brokerage account from any source can be moved
into your Fund account by contacting your Investment Broker either specifi-
cally each time that you know there is a cash balance or by providing standing
instructions to your Investment Broker to immediately move all such available
cash to the Funds.
                                      10
<PAGE>
 
REDEMPTIONS
 
 A. BY CONTACTING YOUR INVESTMENT BROKER
 
  Instruct your Scott & Stringfellow Investment Broker to order a withdrawal
from your Fund account to purchase securities or to make payment with a Scott
& Stringfellow check either to you or to your designated payee.
 
 B. 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. In order to es-
tablish the check-writing service, you must fill out the Signature Card which
you can obtain from your Investment Broker. 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.
 
 C. BY SWEEP
 
  Scott & Stringfellow's automatic "sweep" service will also move money from
your money market account, as needed, to cover securities purchases in your
Scott & Stringfellow securities 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. (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 12 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.
 
 
  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-General
and AMT-VA 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 secu-
rities subject to the AMT will be a specific preference item for purposes of
the Federal individual and corporate AMT. Distributions to residents of Vir-
ginia 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, es-
tate, trust, or 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
 
                                      11
<PAGE>
 
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.
 
  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 general, to supervise its management and in-
vestment program, subject to the general control of the Trustees of each Fund.
For the fiscal year ended June 30, 1995, ACR, AMR, AGR, ATR and AMT-General
each paid the Adviser an advisory fee at an annual rate of .46, .49, .46, .38
and .50 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.
 
  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 and AMT-VA each paid the Adviser a distribution services fee
at an annual rate of .25, .21, .23, .24 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. Substantially all
such monies (together with significant amounts from the Adviser's own re-
sources) are paid by the Adviser to broker-dealers and other financial inter-
mediaries 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 used to partially defray other expenses in-
curred by the Adviser in distributing the Funds' shares. The Funds believe
that the administrative services provided by depository institutions are per-
missible 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 regulation 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-VA is a non-diversified se-
ries of Alliance Municipal Trust, which is also an open-end management invest-
ment company registered under the 1940 Act consisting of AMT-General, AMT-VA
and five other series, not offered by this prospectus. The Fund was reorga-
nized as a Massachusetts business trust in April 1985, having previously been
a Maryland corporation since its formation in January 1983. Each such invest-
ment company is organized as a Massachusetts business trust. Each Fund's ac-
tivities 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. Massachu-
setts law does not require annual meetings of shareholders and it is antici-
pated that shareholder meetings will be held only when required by Federal
law. Shareholders have available certain procedures for the removal of Trust-
ees.
 
  REPORTS. You receive semi-annual and annual reports for your Fund as well as
a monthly summary of your account. You can arrange for a copy of each of your
account statements to be sent to other parties.
 
  MANAGED ASSETS PLAN ("MAP"). The Funds offer their customers MAP, which is a
special cash management service linked to the Funds. Among various features of
MAP, the shareholder has direct access to his Fund balance (1) with a Visa
Gold Card that is accepted worldwide by participating merchants, banks and au-
tomated teller machines and (2) by MAP checks which can be written for any
amount up to the balance in the account, with no restriction on the number of
checks. Details of MAP, including its annual fee, are available by contacting
your Investment Broker.
 
  Since this prospectus sets forth information about all the Funds, it is the-
oretically 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.
 
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