ALLIANCE GOVERNMENT RESERVES INC
497, 1997-01-07
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<PAGE>
 

ALLIANCE GOVERNMENT RESERVES 

This is filed pursuant to Rule 497(e).
File Nos:  002-63315 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 invest-
 ment objectives of safety, liquid-
 ity and maximum current income (in
 the case of Alliance Municipal
 Trust-General, exempt from Federal
 income taxes to the extent consis-
 tent with the first two objec-
 tives). Alliance Capital Reserves,
 Alliance Government Reserves and
 the General Portfolio of Alliance
 Municipal Trust are diversified.
 This prospectus sets forth the in-
 formation 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 DE-
 POSIT OR OBLIGATION OF, OR GUARAN-
 TEED OR ENDORSED BY, ANY BANK; AND
 (iii) NOT FEDERALLY INSURED BY THE
 FEDERAL DEPOSIT INSURANCE CORPORA-
 TION, 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 Infor-
 mation" for each Fund dated Novem-
 ber 1, 1996, which provides a fur-
 ther 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 ref-
 erence. A free copy may be obtained
 by contacting your Financial Serv-
 ices Representative.
 
  THESE SECURITIES HAVE NOT BEEN AP-
 PROVED OR DISAPPROVED BY THE SECU-
 RITIES 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
 --------
<TABLE>
  <S>                                                                        <C>
  Expense Information.......................................................   2
  Financial Highlights......................................................   3
  Investment Objectives and Policies........................................   6
  Purchase and Redemption of Shares.........................................   9
  Additional Information....................................................   9
</TABLE>
 
NOV NT 1996
 
                        NORTHERN TRUST SECURITIES, INC.
 
                               Introduces . . .
 
                       . ALLIANCE CAPITAL RESERVES
 
                       . ALLIANCE GOVERNMENT RESERVES
 
                       . ALLIANCE MUNICIPAL TRUST--
                              GENERAL PORTFOLIO
 
 
                                  PROSPECTUS
                               NOVEMBER 1, 1996
 
 
Member NASD                                                         Member SIPC
<PAGE>
 
                              EXPENSE INFORMATION
 
SHAREHOLDER TRANSACTION EXPENSES
 
  The Funds have no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee.
 
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (as a percentage of average   ACR   AGR   AMT-GEN
 net assets, after expense reimbursement)                    ---   ----  -------
<S>                                                          <C>   <C>   <C>
   Management Fees..........................................  .46%  .48%   .50%
   12b-1 Fees...............................................  .25   .25    .25
   Other Expenses...........................................  .29   .27    .25
                                                             ----  ----   ----
   Total Fund Operating Expenses............................ 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
   AGR..........................................  $10     $32     $55     $122
   AMT--General.................................  $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 ACR are net of the
contractual reimbursement by the Adviser described in this prospectus. The ex-
penses of such Portfolio, before expense reimbursements, would be: ACR: Man-
agement Fee--.47%, 12b-1 Fees--.25%, Other Expenses--.29% and Total Operating
Expenses--1.01%. 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
 
  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.
<TABLE>
<CAPTION>
                                                      YEAR ENDED JUNE 30,
 ALLIANCE CAPITAL RESERVES  --------------------------------------------------------------------------------
                             1996    1995    1994    1993    1992    1991    1990    1989    1988     1987
                            ------  ------  ------  ------  ------  ------  ------  ------  -------  -------
 <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....   .0471   .0447   .0255   .0266   .0438   .0662   .0782   .0788   0.0625   0.0549
 Net realized gain on
  investments.............     -0-     -0-     -0-   .0003   .0013     -0-     -0-     -0-      -0-      -0-
                            ------  ------  ------  ------  ------  ------  ------  ------  -------  -------
 Net increase in net
  assets from operations..   .0471   .0447   .0255   .0269   .0451   .0662   .0782   .0788   0.0625   0.0549
                            ------  ------  ------  ------  ------  ------  ------  ------  -------  -------
 LESS: DISTRIBUTIONS
 Dividends from net
  investment income.......  (.0471) (.0447) (.0255) (.0266) (.0438) (.0662) (.0782) (.0788) (0.0625) (0.0549)
 Distributions from net
  realized gains..........     -0-     -0-     -0-  (.0003) (.0013)    -0-     -0-     -0-      -0-      -0-
                            ------  ------  ------  ------  ------  ------  ------  ------  -------  -------
 Total dividends and
  distributions...........  (.0471) (.0447) (.0255) (.0269) (.0451) (.0662) (.0782) (.0788) (0.0625) (0.0549)
                            ------  ------  ------  ------  ------  ------  ------  ------  -------  -------
 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)......    4.82%   4.57%   2.58%   2.73%   4.61%   6.84%   8.14%   8.20%    6.45%    5.64%
 RATIOS/SUPPLEMENTAL DATA
 Net assets, end of year
  (in millions)...........  $4,804  $3,024  $2,417  $2,112  $1,947  $1,937  $1,891  $1,536   $1,392   $1,458
 Ratio to average net
  assets of:
  Expenses, net of waivers
   and reimbursements.....    1.00%   1.00%   1.00%   1.00%   1.00%    .97%    .88%    .95%     .95%     .99%
  Expenses, before waivers
   and reimbursements.....    1.00%   1.03%   1.03%   1.00%   1.00%    .97%    .98%   1.05%    1.05%    1.09%
  Net investment
   income(b)..............    4.69%   4.51%   2.57%   2.65%   4.37%   6.62%   7.82%   7.87%    6.26%    5.50%
</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
<PAGE>
 
<TABLE>
<CAPTION>
ALLIANCE GOVERNMENT                                    YEAR ENDED JUNE 30,
RESERVES                  ---------------------------------------------------------------------------------------
                           1996    1995     1994     1993     1992     1991     1990     1989     1988     1987
                          ------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<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...   .0461    .0439    .0244    .0256    .0421    .0640    .0765    .0774   0.0612   0.0541
Net realized gain on in-
 vestments..............     -0-      -0-      -0-    .0001      -0-      -0-    .0001      -0-      -0-      -0-
                          ------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Net increase in net
 assets from operations.   .0461    .0439    .0244    .0257    .0421    .0640    .0766    .0774   0.0612   0.0541
                          ------  -------  -------  -------  -------  -------  -------  -------  -------  -------
LESS: DISTRIBUTIONS
Dividends from net in-
 vestment income........  (.0461)  (.0439)  (.0244)  (.0256)  (.0421)  (.0640)  (.0765)  (.0774) (0.0612) (0.0541)
Distributions from net
 realized gains.........     -0-      -0-      -0-   (.0001)     -0-      -0-   (.0001)     -0-      -0-      -0-
                          ------  -------  -------  -------  -------  -------  -------  -------  -------  -------
Total dividends and dis-
 tributions.............  (.0461)  (.0439)  (.0244)  (.0257)  (.0421)  (.0640)  (.0766)  (.0774) (0.0612) (0.0541)
                          ------  -------  -------  -------  -------  -------  -------  -------  -------  -------
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).....    4.72%    4.48%    2.48%    2.60%    4.30%    6.61%    7.96%    8.04%    6.31%    5.56%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year
 (in millions)..........  $3,205   $2,514   $2,061   $1,783   $1,572   $1,070     $584     $522     $315     $260
Ratio to average net as-
 sets of:
 Expenses, net of
  waivers and
  reimbursements........    1.00%    1.00%    1.00%    1.00%     .95%     .89%     .88%     .88%     .80%     .95%
 Expenses, before
  waivers and
  reimbursements........    1.01%    1.05%    1.04%    1.02%     .97%     .93%     .98%     .98%     .90%    1.05%
 Net investment
  income(b).............    4.60%    4.42%    2.46%    2.55%    4.17%    6.28%    7.65%    7.86%    6.13%    5.41%
</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.
 
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
                                                           GENERAL PORTFOLIO
ALLIANCE MUNICIPAL TRUST  ------------------------------------------------------------------------------------------------
                                                                                                         YEAR ENDED
                                        YEAR ENDED JUNE 30,                           SIX MONTHS        DECEMBER 31,
                          ---------------------------------------------------------      ENDED      ----------------------
                           1996    1995       1994    1993    1992    1991    1990   JUNE 30, 1989   1988    1987    1986
                          ------  ------     ------  ------  ------  ------  ------  -------------  ------  ------  ------
<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...    .029    .028       .018    .020    .034    .046    .055       .030        .047    .041    .044
Net realized and
 unrealized loss on
 investments............     -0-   (.003)       -0-     -0-     -0-     -0-     -0-        -0-         -0-     -0-     -0-
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
Net increase in net
 asset value from
 operations.............    .029    .025       .018    .020    .034    .046    .055       .030        .047    .041    .044
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
ADD: CAPITAL
 CONTRIBUTIONS
Capital Contributed by
 the Adviser............     -0-    .003        -0-     -0-     -0-     -0-     -0-        -0-         -0-     -0-     -0-
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
LESS: DISTRIBUTIONS
Dividends from net
 investment income......   (.029)  (.028)     (.018)  (.020)  (.034)  (.046)  (.055)     (.030)      (.047)  (.041)  (.044)
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
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)...............    2.93%   2.83%(c)   1.81%   2.05%   3.48%   4.71%   5.65%      6.13%(b)    4.81%   4.18%   4.50%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (in millions)...  $1,148  $1,189     $1,134  $1,016    $914    $883    $798       $695        $633    $690    $794
Ratio to average net
 assets of:
 Expense, net of waivers
  and reimbursements....     .95%    .94%       .92%    .92%    .92%    .89%    .83%       .84%(b)     .83%    .80%    .80%
 Expense, before waivers
  and reimbursements....     .95%    .95%       .94%    .94%    .95%    .95%    .93%       .94%(b)     .93%    .90%    .90%
 Net investment
  income(d).............    2.90%   2.78%      1.80%   2.02%   3.40%   4.57%   5.50%      5.96%(b)    4.69%   4.08%   4.31%
</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.
 
  From time to time the 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 divi-
dends for the seven days ended June 30, 1996 amounted to an annualized yield
of 4.44%, equivalent to an effective yield of 4.54%. For AGR dividends for the
seven days ended June 30, 1996, after expense reimbursement, amounted to an
annualized yield of 4.38%, equivalent to an effective yield of 4.48%. Absent
such reimbursement, the annualized yield for such period would have been
4.29%, equivalent to an effective yield of 4.38%. For AMT-General dividends
for the seven days ended June 30, 1996, after expense reimbursement, amounted
to an annualized yield of 2.74%, equivalent to an effective yield of 2.78%.
Absent such reimbursement, the annualized yield for such period would have
been 2.69%, equivalent to an effective yield of 2.73%.
 
                                       5
<PAGE>
 
                    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 con-
sistent with the first two objectives, maximum current income (exempt from in-
come taxation to the extent described below in the case of AMT-General). 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 or less, which maturities
may extend to 397 days. While the fundamental policies described above and the
"other fundamental investment policies" described below may not be changed
without shareholder approval, each Fund may, upon notice to shareholders, but
without such approval, change nonfundamental investment policies or create ad-
ditional classes of shares in order to establish portfolios which may have
different investment objectives. There can be no assurance that any Fund's ob-
jectives will be achieved.
 
  The Funds will comply with Rule 2a-7 of the Investment Company Act of 1940
(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.
 
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 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,
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 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,
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 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
                                       6
<PAGE>
 
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 (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
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"), 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 Federal Reserve Bank of New York) in U.S. Government securi-
ties or State Street Bank and Trust Company, AGR'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. AGR 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 MUNICIPAL TRUST
 
  The investment objectives of AMT-General 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
AMT-General assumes a temporary defensive position, as a matter of fundamental
policy, at least 80% of the Portfolio's total assets will be invested in mu-
nicipal securities (as opposed to the taxable investments described below).
Normally, substantially all of the Portfolio's income will be tax-exempt as
described below (e.g., for 1995, 100% of the income of the Portfolio was ex-
empt from Federal income taxes).
 
  AMT-General 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.
 
  AMT-General 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
 
                                       7
<PAGE>
 
proportionate share of any exempt-interest dividends paid by a regulated in-
vestment 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 cor-
porations for AMT purposes. Such bonds have provided, and may continue to pro-
vide, somewhat higher yields than other comparable municipal securities. See
below, "Daily Dividends, Other Distributions, Taxes."
 
  Municipal Securities. The municipal securities in which AMT-General invests
include municipal notes and short-term municipal bonds. Municipal notes are
generally used to provide for short-term capital needs and generally have ma-
turities 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.
 
  AMT-General 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 the Portfolio's total assets.
 
  AMT-General's municipal securities at the time of purchase are rated within
the two highest quality ratings of Moody's Investors Service, Inc. (Aaa and
Aa, MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's Corporation
(AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of comparable
quality. Securities must also meet credit standards applied by the Adviser.
 
  AMT-General 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 AMT-General net assets. AMT-General 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 AMT-General, liquid high-grade debt
securities having value equal to, or greater than, such when-issued securi-
ties. 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 de-
livery 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 pur-
chase of the issue. The value of when-issued securities may fluctuate prior to
their settlement, thereby creating an unrealized gain or loss to AMT-General.
 
  Taxable Investments. The taxable investments in which AMT-General may invest
include obligations of the U.S. Government and its agencies, high quality cer-
tificates of deposit and bankers' acceptances, prime commercial paper, and re-
purchase agreements.
 
  Other Fundamental Investment Policies. To reduce investment risk, AMT-Gen-
eral may not invest more than 25% of its total assets in municipal securities
whose issuers are located in the same state, and may not invest more than 25%
of its total assets in municipal securities the interest upon which is paid
from revenues of similar-type projects; AMT-General may not invest more than
5% of its total assets in the securities of any one issuer except the U.S.
Government, although with respect to 25% of its total assets AMT-General may
invest up to 10% per issuer, and AMT-General may not purchase more than 10% of
any class of the voting securities of any one issuer except those of the U.S.
Government.
 
                                       8
<PAGE>
 
                    PURCHASE AND REDEMPTION OF SHARES
PURCHASE OF SHARES
 
A. BY SWEEP
 
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.
 
B. BY CHECK THROUGH NORTHERN TRUST SECURITIES, INC.
 
Mail your check, payable to "Northern Trust Securities, Inc." directly to
Northern Trust Securities, Inc., 50 South LaSalle Street, Chicago, Illinois
60675 who will deposit the check into your Northern Trust brokerage account.
Please indicate your brokerage account number on your check. Checks deposited
into your brokerage account will be eligible for investment in the Fund
selected on the business day following posting.
 
REDEMPTIONS
 
A. BY CHECKWRITING
 
Available from Northern Trust Securities, Inc. is a checkbook from which you
may write checks made payable to any payee in any amount of $100 or more. The
maximum amount that a check may be written for will depend upon a combination
of your Fund shares, other available cash in your brokerage account, and the
available margin loan value of securities in your brokerage account if your
brokerage account is established as a margin account. In order to establish
checkwriting you must complete a signature card which you can obtain from your
Financial Services Representative. There is no separate charge for the check
writing service. The checkwriting service enables you to receive the daily
dividends declared on the Fund shares to be redeemed until the day that your
check is presented for payment.
 
B. BY SWEEP
 
A sufficient number of shares will be redeemed automatically on settlement
date to pay for all securities transactions. A sufficient number of shares
will also be redeemed to satisfy any withdrawls or debits posted to the
brokerage account.
                            ADDITIONAL INFORMATION
  SHARE PRICE. Shares are sold and redeemed on a continuous basis without
sales or redemption charges at their net asset value which is expected to be
constant at $1.00 per share, although this price is not guaranteed. The net
asset value of each Fund's shares is determined each business day at 12:00
Noon and 4:00 p.m. (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 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 re-
ceived before or after 12:00 Noon.
 
  During drastic economic or market developments, shareholders might have dif-
ficulty in reaching Alliance
 
                                       9
<PAGE>
 
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. Alliance Fund
Services, Inc. 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.
 
  SMALL ACCOUNT CHARGE. The Funds impose service charges upon financial
intermediaries to reflect the relatively higher costs of small accounts and
small transactions; these intermediaries may in turn pass on such charges to
affected accounts.
 
  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
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 AMT-General
are not subject to Federal income tax (other than the AMT), but 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 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, 1996, ACR, AGR and AMT-General each
paid the Adviser an advisory fee at an annual rate of .47, .48 and .50 of 1%,
respectively, of the average daily value of the respective Portfolio's net
assets.
 
  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 fiscal year ended June 30, 1996, ACR, AGR
and AMT-General each paid the Adviser a distribution services fee at an annual
rate of .25, .24 and .25 of 1%, respectively, of the average daily value of
the net assets of each Portfolio. Substantially all such monies (together with
significant amounts from the Adviser's own resources) are paid by the Adviser
to broker-dealers and other financial intermediaries for their distribution
assistance and to banks and other depository institutions for administrative
and accounting services provided to the Funds, with any remaining amounts
being 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.
 
                                      10
<PAGE>
 
  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 Alliance Treasury Reserves (not offered by this
prospectus) 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 pre-
viously been a Maryland corporation since its formation in December 1978. ACR
and Alliance Money Reserves (not offered by this prospectus) are series of Al-
liance 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 series of Al-
liance Municipal Trust consisting of six other series not offered by this pro-
spectus, 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 forma-
tion in January 1983. Each Fund's activities are supervised by its Trustees.
Normally, shares of each series of Alliance Municipal Trust, Alliance Govern-
ment 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 sub-
stantially 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 proce-
dures 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 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.
 
                                      11


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