ALLIANCE GOVERNMENT RESERVES INC
497, 1997-12-16
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Disclaimer:  This is filed pursuant to Rule 497(e).
             File Nos.:  2-63315 and 811-02889

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

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

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

A "Statement of Additional Information" for each Fund dated October 31, 1997, 
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 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       8
PURCHASE AND REDEMPTION OF SHARES       13
ADDITIONAL INFORMATION                  14

PRO 10/97 15368R1


DLJDIRECT
ASSETMASTER SM
PROSPECTUS

OCTOBER 31, 1997


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


DLJDIRECT INC.
ONE PERSHING PLAZA
JERSEY CITY, NEW JERSEY 07399
MEMBER SIPC. MEMBER NASD. 



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

ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets, after 
expense reimbursement)

<TABLE>
<CAPTION>
                         ACR      AGR      ATR    AMT-GEN  AMT-NY  AMT-CA  AMT-CT  AMT-NJ  AMT-VA  AMT-FL  AMT-MA
                       -------  -------  -------  -------  ------  ------  ------  ------  ------  ------  ------
<S>                    <C>      <C>      <C>      <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>
  Management Fees        .46%     .48%     .50%     .50%    .50%    .50%    .50%    .50%    .50%    .50%    .50%
  12b-1 Fees             .25      .25      .25      .25     .25     .25     .25     .25     .25     .25     .25
  Other Expenses         .29      .27      .25      .25     .25     .25     .25     .25     .25     .25     .25
  Total Fund Operating
    Expenses            1.00%    1.00%    1.00%    1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%
</TABLE>


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

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


The purpose of the foregoing table is to assist the investor in understanding 
the various costs and expenses that an investor in the Fund will bear directly 
and indirectly. The expenses listed in the table for 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, before expense 
reimbursements, would be: AMT-CT: Management Fee-.50%, 12b-1 Fees-.25%, Other 
Expenses-.31% and Total Operating Expenses-1.06%; AMT-NJ: Management Fee-.50%, 
12b-1 Fees-.25%, Other Expenses-.31 % and Total Operating Expenses-1.06%; 
AMT-VA: Management Fee-.50%, 12b-1 Fees-.25%, Other Expenses-.34% and Total 
Operating Expenses-1.09%; and AMT-FL: Management Fee-.50%, 12b-1 Fees-.25%, 
Other Expenses-.34% and Total Operating Expenses-1.09%. For AMT-MA, "Other 
Expenses" are based on estimated amounts for the current fiscal year. THE 
EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES; 
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


2


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


ALLIANCE CAPITAL RESERVES

<TABLE>
<CAPTION>
                                                                  YEAR ENDED JUNE 30, 
                                   -----------------------------------------------------------------------------------------
                                     1997     1996     1995     1994     1993     1992     1991     1990     1989     1988
                                   -------  -------  -------  -------  -------  -------  -------  -------  -------  --------
<S>                                <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value, beginning 
  of year                          $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income               .0452    .0471    .0447    .0255    .0266    .0438    .0662    .0782    .0788    0.0625
Net realized gain on investments       -0-      -0-      -0-      -0-   .0003    .0013       -0-      -0-      -0-       -0-
Net increase in net assets 
  from operations                   .0452    .0471    .0447    .0255    .0269    .0451    .0662    .0782    .0788    0.0625

LESS: DIVIDENDS AND DISTRIBUTIONS
Dividends from net investment 
  income                           (.0452)  (.0471)  (.0447)  (.0255)  (.0266)  (.0438)  (.0662)  (.0782)  (.0788)  (0.0625)
Distributions from net realized
  gains                                -0-      -0-      -0-      -0-  (.0003)  (.0013)      -0-      -0-      -0-       -0-
Total dividends and distributions  (.0452)  (.0471)  (.0447)  (.0255)  (.0269)  (.0451)  (.0662)  (.0782)  (.0788)  (0.0625)
Net asset value, end of year       $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00    $ 1.00

TOTAL RETURNS
Total investment return based on:
  Net asset value(a)                 4.63%    4.82%    4.57%    2.58%    2.73%    4.61%    6.84%    8.14%    8.20%     6.45%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
  (in millions)                    $5,733   $4,804   $3,024   $2,417   $2,112   $1,947   $1,937   $1,891   $1,536    $1,392
Ratio to average net assets of:
  Expenses, net of waivers and
    reimbursements                   1.00%    1.00%    1.00%    1.00%    1.00%    1.00%     .97%     .88%     .95%      .95%
  Expenses, before waivers and
    reimbursements                   1.00%    1.00%    1.03%    1.03%    1.00%    1.00%     .97%     .98%    1.05%    1.05%
  Net investment income(b)           4.53%    4.69%    4.51%    2.57%    2.65%    4.37%    6.62%    7.82%    7.87%    6.26%
</TABLE>

(a)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.

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


ALLIANCE GOVERNMENT RESERVES

<TABLE>
<CAPTION>
                                                                     YEAR ENDED JUNE 30,
                                   -----------------------------------------------------------------------------------------
                                     1997     1996     1995     1994     1993     1992     1991     1990     1989      1988
                                   -------  -------  -------  -------  -------  -------  -------  -------  -------  --------
<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               .0443    .0461    .0439    .0244    .0256    .0421    .0640    .0765    .0774    0.0612
Net realized gain on investments       -0-      -0-      -0-      -0-   .0001       -0-      -0-   .0001       -0-       -0-
Net increase in net assets from
  operations                       (.0443)   .0461    .0439    .0244    .0257    .0421    .0640    .0766    .0774    0.0612
LESS: DISTRIBUTIONS
Dividends from net investment
  income                           (.0443)  (.0461)  (.0439)  (.0244)  (.0256)  (.0421)  (.0640)  (.0765)  (.0774)  (0.0612)
Distributions from net realized 
  gains                                -0-      -0-      -0-      -0-  (.0001)      -0-      -0-  (.0001)      -0-       -0-
Total dividends and distributions  (.0443)  (.0461)  (.0439)  (.0244)  (.0257)  (.0421)  (.0640)  (.0766)  (.0774)  (0.0612)
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)                 4.53%    4.72%    4.48%    2.48%    2.60%    4.30%    6.61%    7.96%    8.04%     6.31%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year 
  (in millions)                    $3,762   $3,205   $2,514   $2,061   $1,783   $1,572   $1,070     $584     $522      $315
Ratio to average net assets of:
  Expenses, net of waivers and
    reimbursements                   1.00%    1.00%    1.00%    1.00%    1.00%     .95%     .89%     .88%     .88%      .80%
  Expenses, before waivers and
    reimbursements                   1.00%    1.01%    1.05%    1.04%    1.02%     .97%     .93%     .98%     .98%      .90%
  Net investment income(b)           4.44%    4.60%    4.42%    2.46%    2.55%    4.17%    6.28%    7.65%    7.86%     6.13%
</TABLE>


(a)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.

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


3


ALLIANCE TREASURY RESERVES

<TABLE>
<CAPTION>
                                                                                   SEPTEMBER 1,
                                                YEAR         YEAR         YEAR       1993(A)
                                               ENDED        ENDED        ENDED       THROUGH
                                              JUNE 30,     JUNE 30,     JUNE 30,     JUNE 30,
                                                1997         1996         1995         1994
                                            ----------  -----------  -----------  -------------
<S>                                         <C>         <C>          <C>          <C>
Net asset value, beginning of period          $ 1.00       $ 1.00       $ 1.00       $ 1.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                          .0443        .0466        .0460        .0260
  
LESS: DIVIDENDS
Dividends from net investment income          (.0443)      (.0466)      (.0460)      (.0260)
Net asset value, end of period                $ 1.00       $ 1.00       $ 1.00       $ 1.00
  
TOTAL RETURNS
Total investment return based on:
   net asset value(b)                           4.53%    4.77%        4.71%        3.18%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in thousands)      $704,084     $700,558     $493,702      $80,720
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .85%         .81%         .69%         .28%(c)
  Expenses, before waivers and 
    reimbursements                              1.00%        1.05%        1.05%        1.28%(c)
  Net investment income(d)                      4.43%        4.64%        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 expenses reimbursed or waived by the Adviser.


ALLIANCE MUNICIPAL TRUST

<TABLE>
<CAPTION>
                                                                       GENERAL PORTFOLIO
                               ----------------------------------------------------------------------------------------------------
                                                                                                      SIX MONTHS     YEAR ENDED
                                                            YEAR ENDED JUNE 30,                          ENDED      DECEMBER 31,
                               -----------------------------------------------------------------------  JUNE 30, ------------------
                                1997     1996     1995       1994     1993     1992     1991     1990     1989       1988     1987
                               ------  -------  ---------- -------  -------  -------  -------  -------  ---------- -------  -------
<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     .029     .028       .018     .020     .034     .046     .055     .030       .047     .041
Net realized and unrealized
  loss on investments             -0-      -0-   (.003)        -0-      -0-      -0-      -0-      -0-      -0-        -0-      -0-
Net increase in net asset 
  value from operations         .028     .029     .025       .018     .020     .034     .046     .055     .030       .047     .041
   
ADD: CAPITAL CONTRIBUTIONS
Capital Contributed by 
  the Adviser                     -0-      -0-    .003         -0-      -0-      -0-      -0-      -0-      -0-        -0-      -0-
   
LESS: DIVIDENDS
Dividends from net 
  investment income            (.028)   (.029)   (.028)    (.018)    (.020)   (.034)   (.046)   (.055)   (.030)     (.047)   (.041)
Net asset value, end 
  of period                    $1.00    $1.00    $1.00      $1.00    $1.00    $1.00    $1.00    $1.00    $1.00      $1.00    $1.00
   
TOTAL RETURNS
Total investment return based
  on net asset value(a)         2.81%    2.93%    2.83%(c)   1.81%    2.05%    3.48%    4.71%    5.65%    6.13%(b)   4.81%    4.18%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period 
  (in millions)                 $980   $1,148   $1,189     $1,134   $1,016     $914     $883     $798     $695       $633     $690
Ratio to average net 
assets of:
  Expenses, net of waivers 
    and reimbursements           .94%     .95%     .94%       .92%     .92%     .92%     .89%     .83%     .84%(b)    .83%     .80%
  Expenses, before waivers 
    and reimbursements           .94%     .95%     .95%       .94%     .94%     .95%     .95%     .93%     .94%(b)    .93%     .90%
  Net investment income (d)     2.76%    2.90%    2.78%      1.80%    2.02%    3.40%    4.57%    5.50%    5.96%(b)   4.69%    4.08%
</TABLE>

(a)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.

(b)  Annualized.

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

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


4


<TABLE>
<CAPTION>
                                                                         NEW YORK PORTFOLIO
                               -----------------------------------------------------------------------------------------------------
                                                                                                               SIX MONTHS    YEAR
                                                               YEAR ENDED JUNE 30,                                ENDED      ENDED
                               -------------------------------------------------------------------------------   JUNE 30,   DEC. 31,
                                   1997      1996      1995      1994      1993      1992      1991      1990      1989       1988
                               --------- --------- --------- --------- --------- --------- --------- --------- ----------- ---------
<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              .027      .028      .028      .018      .019      .034      .042      .051      .027        .041
   
LESS: DIVIDENDS
Dividends from net 
  investment income               (.027)    (.028)    (.028)    (.018)    (.019)    (.034)    (.042)    (.051)    (.027)      (.041)
Net asset value, end 
  of period                      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00      $ 1.00
   
TOTAL RETURNS
Total investment return based 
  on net asset value (a)           2.77%     2.87%     2.84%     1.77%     1.94%     3.47%     4.32%     5.26%     5.61%(b)    4.14%

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


<TABLE>
<CAPTION>
                                                                   CALIFORNIA PORTFOLIO
                            --------------------------------------------------------------------------------------------------------
                                                                                                               SIX        JUNE 2,
                                                                                                              MONTHS      1988(A)
                                                            YEAR ENDED JUNE 30,                               ENDED       THROUGH
                           -------------------------------------------------------------------------------   JUNE 30,     DEC. 31,
                               1997      1996      1995      1994      1993      1992      1991      1990      1989        1988
                           --------- --------- --------- --------- --------- --------- --------- --------- ------------ ------------
<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          .027      .029      .027      .018      .020      .032      .043      .050      .029         .030
   
LESS: DIVIDENDS
Dividends from net 
  investment income           (.027)    (.029)    (.027)    (.018)    (.020)    (.032)    (.043)    (.050)    (.029)       (.030)
Net asset value, 
  end of period              $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00       $ 1.00
   
TOTAL RETURNS
Total investment return 
  based on net asset 
  value (b)                    2.76%     2.91%     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)   $357,148  $297,862  $236,479  $219,673  $156,200  $121,317  $111,957  $104,097  $242,124     $103,390
Ratio to average net
  assets of:
  Expenses, net of waivers 
    and reimbursements          .93%      .93%      .93%      .93%      .93%      .95%     1.00%      .99%      .92%(c)      .89%(c)
  Expenses, before waivers 
    and reimbursements          .96%      .94%     1.01%     1.02%     1.02%     1.05%     1.10%     1.09%     1.02%(c)     1.10%(c)
  Net investment income (d)    2.73%     2.86%     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 
dividend 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.


5


<TABLE>
<CAPTION>
                                                                        CONNECTICUT PORTFOLIO
                                          ----------------------------------------------------------------------------------
                                                                                                                 JANUARY 5,
                                                                                                                  1990(A)
                                                                     YEAR ENDED JUNE 30,                          THROUGH
                                          ---------------------------------------------------------------------   JUNE 30,
                                              1997      1996      1995      1994      1993      1992      1991      1990
                                          ---------  --------  --------  --------  --------  --------  --------  -----------
<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      .028      .028      .017      .020      .033      .045      .026

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

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

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period 
  (000's omitted)                         $102,612   $95,812   $75,991   $57,314   $56,224   $54,751   $48,482   $27,945
Ratio to net assets of:
  Expenses, net of waivers and 
    reimbursements                             .80%      .80%      .80%      .77%      .70%      .58%      .44%      .19%(c)
  Expenses, before waivers and 
    reimbursements                            1.10%     1.15%     1.21%     1.21%     1.16%     1.22%     1.16%     1.10%(c)
  Net investment income (d)                   2.72%     2.84%     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 JUNE 30,            THROUGH
                                            -------------------------------------    JUNE 30,
                                                1997         1996         1995         1994
                                            -----------  -----------  -----------  ------------
<S>                                         <C>            <C>          <C>          <C>
Net asset value, beginning of period          $ 1.00       $ 1.00       $ 1.00       $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .027         .028         .029         .008

LESS: DIVIDENDS
Dividends from net investment income           (.027)       (.028)       (.029)       (.008)
Net asset value, end of period                $ 1.00       $ 1.00       $ 1.00       $ 1.00

TOTAL RETURNS
Total investment return based on
  net asset value (b)                           2.72%        2.89%        2.93%        2.08%(c)

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


6


<TABLE>
<CAPTION>
                                                        VIRGINIA PORTFOLIO              FLORIDA PORTFOLIO
                                            --------------------------------------  ------------------------
                                                                      OCTOBER 25,                  JULY 28,
                                                    YEAR ENDED          1994(A)       YEAR         1995(A)
                                                     JUNE 30,           THROUGH       ENDED       THROUGH
                                            ------------------------    JUNE 30,     JUNE 30,     JUNE 30,
                                                1997         1996         1995         1997         1996
                                            -----------  -----------  ------------  ----------  ------------
<S>                                         <C>          <C>          <C>           <C>          <C>
Net asset value, beginning of period          $ 1.00       $ 1.00       $ 1.00       $ 1.00       $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .028         .029         .023         0.30         .030

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

TOTAL RETURNS
Total investment return based on
  net asset value (b)                           2.83%        2.97%        3.48%(c)     3.03%        3.32%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $78,775      $89,557      $66,921      $89,149      $91,179
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .80%         .78%         .44%(c)      .65%         .58%(c)
  Expenses, before waivers and 
    reimbursements                              1.15%        1.15%        1.30%(c)     1.10%        1.24%(c)
  Net investment income (d)                     2.78%        2.91%        3.48%(c)     2.97%        3.12%(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.


                                                 MASSACHUSETTS PORTFOLIO
                                                 -----------------------
                                                     APRIL 17, 1997(A)
                                                          THROUGH
                                                       JUNE 30, 1997
                                                     -----------------
Net asset value, beginning of period                       $ 1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                                        .007
LESS: DIVIDENDS
Dividends from net investment income                        (.007)
Net asset value, end of period                             $ 1.00
TOTAL RETURNS
Total investment return based on net asset value (b)(c)      3.53%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                 $15,046
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements(c)              .50%
  Expenses, before waivers and reimbursements (c)            2.99%
  Net investment income (c)(d)                               3.47%


(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.


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, 1997 amounted to an annualized yield of 
4.72%, equivalent to an effective yield of 4.83%. For AGR dividends for the 
seven days ended June 30, 1997 amounted to an annualized yield of 4.62%, 
equivalent to an effective yield of 4.73%. For ATR dividends for the 


7


seven days ended June 30, 1997, after expense reimbursement, amounted to an 
annualized yield of 4.60%, equivalent to an effective yield of 4.69%. Absent 
such reimbursement, the annualized yield for such period would have been 4.45%, 
equivalent to an effective yield of 4.54%. Dividends for the General Portfolio 
for the seven days ended June 30, 1997, after expense reimbursement, amounted 
to an annualized yield of 3.20%, equivalent to an effective yield of 3.25%. 
Dividends for the New York Portfolio for the seven days ended June 30, 1997, 
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 3.00%, equivalent to an 
effective yield of 3.05%. Dividends for the California Portfolio for the seven 
days ended June 30, 1997, after expense reimbursement, amounted to an 
annualized yield of 3.08%, equivalent to an effective yield of 3.13%. Absent 
expense reimbursement, the annualized yield for this period would have been 
3.05%, equivalent to an effective yield of 3. 10%. Dividends for the 
Connecticut Portfolio for the seven days ended June 30, 1997, after expense 
reimbursement, amounted to an annualized yield of 3.05%, equivalent to an 
effective yield of 3.10%. Absent expense reimbursement, the annualized yield 
for this period would have been 2.75%, equivalent to an effective yield of 
2.80%. Dividends for the New Jersey Portfolio for the seven days ended June 30, 
1997, after expense reimbursement, amounted to an annualized yield of 3.14%, 
equivalent to an effective yield of 3.19%. Absent expense reimbursement, the 
annualized yield for this period would have been 2.87%, equivalent to an 
effective yield of 2.92%. Dividends for the Virginia Portfolio for the seven 
days ended June 30, 1997, after expense reimbursement, amounted to an 
annualized yield of 3.41%, equivalent to an effective yield of 3.47%. Absent 
expense reimbursement, the annualized yield for this period would have been 
3.06%, equivalent to an effective yield of 3.12%. Dividends for the Florida 
Portfolio for the seven days ended June 30, 1997, after expense reimbursement, 
amounted to an annualized yield of 3.41%, equivalent to an effective yield of 
3.47%. Absent expense reimbursement, the annualized yield for this period would 
have been 2.96%, equivalent to an effective yield of 3.02%. Dividends for the 
Massachusetts Portfolio for the seven days ended June 30, 1997, after expense 
reimbursement, amounted to an annualized yield of 3.71%, equivalent to an 
effective yield of 3.78%. Absent expense reimbursement, the annualized yield 
for this period would have been 1.22%, equivalent to an effective yield of 
1.29%.


INVESTMENT OBJECTIVES AND POLICIES
_______________________________________________________________________________

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

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


8


ALLIANCE CAPITAL RESERVES
The money market securities in which Alliance Capital Reserves ("ACR") invests 
include: (1) marketable obligations of, or guaranteed by, the United States 
Government, its agencies or instrumentalities (collectively, the "U.S. 
Government"); (2) certificates of deposit, bankers' acceptances and 
interest-bearing savings deposits issued or guaranteed by banks or savings and 
loan associations having total assets of more than $1 billion and which are 
members of the Federal Deposit Insurance Corporation 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 ACR may invest; (3) commercial paper, including variable 
amount master demand notes, of prime quality [i.e., rated A-1+ or A-1 by 
Standard & Poor's Corporation ("Standard & Poor's") or Prime-1 by Moody's 
Investors Service, Inc. ("Moody's") or, if not rated, issued by companies 
having outstanding debt securities rated AAA or AA by Standard & Poor's, or Aaa 
or Aa by Moody's] and participation interests in loans extended by banks to 
such companies; and (4) repurchase agreements that are collateralized 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 ACR 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. The money market 
securities in which ACR invests may have variable or floating rates of interest 
("variable rate obligations") as permitted by Rule 2a-7 under the 1940 Act. 
Variable rate obligations have interest rates which are adjusted either at 
predesignated periodic intervals or whenever there is a change in the market 
rate to which the interest rate of the variable rate obligation is tied. Some 
variable rate obligations allow the holder to demand payment of principal at 
anytime, or at specified intervals. ACR follows Rule 2a-7 with respect to the 
diversification, quality, and maturity of variable rate obligations.

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

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

ACR 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 ACR'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, ACR may not: 
(1) invest more than 25% of its assets in the securities of issuers conducting 
their principal business activities in any one industry although there is no 
such limitation with respect to U.S. Government securities or certificates of 
deposit, bankers' acceptances and interest bearing savings deposits; (2) invest 
more than 5% of its assets in securities of any one issuer 


9


(except the U.S. Government) although with respect to 25% of its total assets 
it may invest without regard to such limitation; (3) invest more than 5% of its 
assets in the securities of any issuer (except the U.S. Government) having less 
than three years of continuous operation or purchase more than 10% of any class 
of the outstanding securities of any issuer (except the U.S. Government); (4) 
borrow money except from banks on a temporary basis or via entering into 
reverse repurchase agreements in aggregate amounts not exceeding 15% of its 
assets and to facilitate the orderly maturation and sale of portfolio 
securities during any periods of abnormally heavy redemption requests; (5) 
mortgage, pledge or hypothecate its assets except to secure such borrowings; or 
(6) enter into repurchase agreements, if as a result thereof, more than 10% of 
ACR's assets would be subject to repurchase agreements not terminable within 
seven days.

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 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"), including 
issues of the United States Treasury, such as bills, certificates of 
indebtedness, notes and bonds, and issues of agencies and instrumentalities 
established under the authority of an act of Congress; and (2) repurchase 
agreements that are collateralized 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, AGR's Custodian, and would 
create a loss to AGR if, in the event of a dealer default, the proceeds from 
the sale of the collateral were less than the repurchase price. AGR 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 AGR. The money market securities in 
which AGR may invest may have variable or floating rates of interest ("variable 
rate obligations") as permitted by Rule 2a-7 under the 1940 Act. Variable rate 
obligations have interest rates which are adjusted either at predesignated 
periodic intervals or whenever there is a change in the market rate to which 
the interest rate of the variable rate obligation is tied. Some variable rate 
obligations allow the holder to demand payment of principal at any time, or at 
specified intervals. AGR follows Rule 2a-7 with respect to the diversification, 
quality and maturity of variable rate obligations.

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

ALLIANCE TREASURY RESERVES
The securities in which 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 
maintenance of the market value of the underlying collateral in amounts equal 
to, or in excess of, the agreement amount. In the event of a dealer default, 
ATR might suffer a loss to the extent that the proceeds from the sale of the 
collateral 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 
securities are fixed on the transaction date. The value of such securities may 
fluctuate prior to their settlement, thereby creating an unrealized gain or 


10


loss to ATR. The money market securities in which ATR may invest may have 
variable or floating rates of interest ("variable rate obligations") as 
permitted by Rule 2a-7 under 1940 Act. Variable rate obligations have interest 
rates which are adjusted either at predesignated periodic intervals or whenever 
there is a change in the market rate to which the interest rate of the variable 
rate obligation is tied. Some variable rate obligations allow the holder to 
demand payment of principal at any time, or at specified intervals. ATR follows 
Rule 2a-7 with respect to the diversification, quality and maturity of variable 
rate obligations.

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

ALLIANCE MUNICIPAL TRUST
The investment objectives of each Portfolio are safety of principal, liquidity 
and, to the extent consistent with these objectives, maximum current income 
that is exempt from income taxation to the extent described below. Except when 
a Portfolio assumes a temporary defensive position, 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 1996, 100% of the income of each Portfolio was 
exempt from Federal income taxes; the Massachusetts Portfolio had not yet been 
established).

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

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

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

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

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

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

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


11


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

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

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

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

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

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

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 Corporation (AAA 
and AA or SP-1 and SP-2), or judged by the Adviser to be of comparable quality. 
Securities must also meet credit standards applied by the Adviser.

To further enhance the quality and liquidity of the securities in which the 
Portfolios invest, such securities frequently are supported by credit and 
liquidity enhancements, such as letters of credit, from third party financial 
institutions. The Adviser continuously monitors the credit 


12


quality of such third parties; however, changes in the credit quality of such a 
financial institution could cause a Portfolio's investments backed by that 
institution to lose value and affect a Portfolio's share price.

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

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

OTHER INVESTMENT POLICIES. No Portfolio of the Fund will invest more than 10% 
of its net assets in illiquid securities (including illiquid restricted 
securities with respect to the Massachusetts Portfolio). As to these 
securities, a Portfolio is subject to a risk that should the Portfolio desire 
to sell them when a ready buyer is not available at a price the Portfolio deems 
representative of their value, the value of the Portfolio's net assets could be 
adversely affected. Illiquid securities may include securities that are not 
readily marketable and, with respect to the Massachusetts Portfolio, securities 
subject to legal or contractual restrictions on resale. With respect to the 
Massachusetts Portfolio, which may invest in restricted securities, restricted 
securities determined by the Adviser to be liquid will not be treated as 
"illiquid" for purposes of the restriction on illiquid securities.

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


PURCHASE AND REDEMPTION OF SHARES
_______________________________________________________________________________

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

The Funds offer a variety of shareholder services. For more information about 
these services, please call your broker.

PURCHASE OF SHARES
Account holders of the AssetMasterSM Account offered by DLJDIRECT Inc. 
("DLJDIRECT") are eligible to invest in shares of the Funds. The Funds are 
intended to provide a means for the investment of free credit cash balances 
arising in AssetMasterSM Accounts.

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


13


REDEMPTIONS
The Pershing Division of Donaldson, Lufkin & Jenrette Securities Corporation 
("Pershing") has instituted an automatic redemption for participants invested 
in the Funds. Pershing will redeem a sufficient number of shares on settlement 
date to pay for all securities transactions. If you intend to send funds to 
settle securities transactions, DLJDIRECT must receive these funds on the 
business day before the settlement date to prevent an automatic redemption. 
Shares may also be redeemed to meet any debits in the AssetMaster Account 
arising from MasterCard and checking transactions and will be paid from your 
account on the day transactions are posted.


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 (amortized cost value is 
used for this purpose) and any cash or other assets, subtracting liabilities, 
and dividing by the total number of shares outstanding. All expenses, including 
the fees payable to the Adviser, are accrued daily.

TIMING OF INVESTMENTS AND REDEMPTIONS.  The Funds have two transaction times 
each business day, 12:00 Noon and 4:00 p.m. (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 
received before or after 12:00 Noon. However, if you wish to have Federal funds 
wired the same day as your telephone redemption request, make sure that your 
request will be received by the Fund prior to 12:00 Noon.

During drastic economic or market developments, shareholders might have 
difficulty in reaching Alliance Fund Services, Inc. by telephone in which event 
the shareholder should issue written instructions to Alliance Fund Services, 
Inc. at the address shown in this prospectus. The Funds reserve the right to 
suspend or terminate their telephone service at any time without notice. 
Neither the Funds nor the Adviser, or Alliance Fund Services, Inc. will be 
responsible for the authenticity of telephone requests to purchase or sell 
shares. The Funds will employ reasonable procedures in order to verify that 
telephone requests are genuine and could be liable for losses arising from 
unauthorized transactions if it failed to do so. Selected dealers or agents may 
charge a commission for handling telephone requests 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 
immediately thereafter pro rata to shareholders of that Fund of record via 
automatic investment in additional full and fractional shares of that Fund in 
each shareholder's account. As such additional shares are entitled to dividends 
on following days, a compounding growth of income occurs.

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

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


14


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

THE ADVISER.  Each Fund retains Alliance Capital Management L.P., 1345 Avenue 
of the Americas, New York, NY 10105 under separate Advisory Agreements to 
provide investment advice and, in general, to supervise its management and 
investment program, subject to the general control of the Trustees of each 
Fund. For the fiscal year ended June 30, 1997, ACR, AGR, ATR, AMT-General, 
AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA and AMT-Fl, each paid the Adviser an 
advisory fee at an annual rate of .47, .48, .49, .50, .41, .50, .30, .33, .25 
and .15 of 1%, respectively, of the average daily value of the respective 
Portfolio's net assets. For the period ended June 30, 1997, the Adviser waived 
the advisory fee for AMT-MA.

The Adviser is a leading international investment manager, supervising client 
accounts with assets as of September 30, 1997 totaling more than $217 billion 
(of which more than $81 billion represented the assets of investment 
companies). The Adviser's clients are primarily major corporate employee 
benefit plans, public employee retirement plans, insurance companies, banks, 
foundations and endowment funds. The 54 registered investment companies managed 
by the Adviser comprising 116 separate investment portfolios currently have 
over two million shareholders. As of September 30, 1997, the Adviser was 
retained as an investment manager of employee benefit fund assets for 28 of the 
Fortune 100 companies.

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

Under a Distribution Services Agreement (the "Agreement"), each Fund pays the 
Adviser at a maximum annual rate of .25 of 1% of the Fund's aggregate average 
daily net assets. For the period ended June 30, 1997, ACR, AGR, ATR, 
AMT-General, AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA and AMT-FL each paid the 
Adviser a distribution services fee at an annual rate of .25, .25, .11, .25, 
 .15, .22, .15, .15, .15 and .15 of 1%, respectively, of the average daily value 
of the net assets of each Portfolio. For the period ended June 30, 1997, the 


15


distribution payment was waived for AMT-MA. Substantially all such monies 
(together with significant amounts from the Adviser's own resources) are paid 
by the Adviser to broker-dealers and other financial intermediaries for their 
distribution assistance and to banks and other depository institutions for 
administrative and accounting services provided to the Funds, with any 
remaining amounts being used to partially defray other expenses incurred by the 
Adviser in distributing the Funds' shares. The Funds believe that the 
administrative services provided by depository institutions are permissible 
activities under present banking laws and regulations and will take appropriate 
actions (which should not adversely affect the Funds or their shareholders) in 
the future to maintain such legal conformity should any changes in, or 
interpretations of, such laws or regulations occur.

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

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

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

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

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


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