ALLIANCE GOVERNMENT RESERVES INC
497, 1997-12-16
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<PAGE>
 


This is filed pursuant to Rule 497(e).
File Nos.: 2-63315 and 811-02889.




<PAGE>
 
 
                                     YIELDS

  For current recorded yield information on the Funds, call toll-free (800) 221-
 9513.
 
  The Funds are open-end management investment companies with investment
 objectives of safety, liquidity and maximum current income (in the case of the
 New York, California, Con-necticut, New Jersey, Virginia, Florida and
 Massachusetts Portfolios of Alliance Municipal Trust, exempt from Federal and
 state income taxes of the respective states) to the extent consistent with the
 first two objectives. Alliance Treasury Reserves is 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 IN SURED NOR GUARANTEED BY THE U.S.
 GOVERNMENT; (II) NOT A DEPOSIT OR OBLIGATION OF, OR GUAR ANTEED 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 MAIN TAIN A STABLE NET ASSET VALUE OF
 $1.00 PER SHARE. THE PORTFOLIOS OF ALLIANCE MUNICIPAL TRUST 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 pro vides 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 ref
 erence. A free copy may be obtained by con tacting your Account Executive.
 
  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 COMMIS SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CON TRARY IS
 A CRIMINAL OFFENSE.
 
 CONTENTS
 -------
<TABLE>
  <S>                                                                        <C>
  Expense Information.......................................................   2
  Financial Highlights......................................................   3
  Investment Objectives and Policies........................................   7
  Purchase and Redemption of Shares.........................................  11
  Additional Information....................................................  12
</TABLE>


                               MONEY MANAGEMENT
                               SERVICES PROGRAM




                                 Featuring...


                          -Alliance Treasury Reserves

                          -Alliance Municipal Trust

                             California Portfolio

                             Connecticut Portfolio

                               Florida Portfolio

                            Massachusetts Portfolio

                             New Jersey Portfolio

                              New York Portfolio

                              Virginia Portfolio


                                  Prospectus
                               October 31, 1997



                  [LOGO OF U.S. CLEARING CORP. APPEARS HERE]


                                  26 Broadway
                              New York, NY  10004
                        Member New York Stock Exchange,
                                  Member SIPC
<PAGE>
 
                              EXPENSE INFORMATION
 
SHAREHOLDER TRANSACTION EXPENSES
 
  The Funds have no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee.
 
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING
 EXPENSES (as a percentage
 of average net assets,
 after expense              ATR   AMT-NY AMT-CA AMT-CT AMT-NJ AMT-VA AMT-FL AMT-MA
 reimbursement)             ----  ------ ------ ------ ------ ------ ------ ------
<S>                         <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>
   Management Fees........   .50%   .50%   .50%   .50%   .50%   .50%   .50%   .50%
   12b-1 Fees.............   .25    .25    .25    .25    .25    .25    .25    .25
   Other Expenses.........   .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%
</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>
   ATR..........................................  $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
</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 AMT-CT, AMT-NJ,
AMT-VA and AMT-FL are net of the contractual reimbursement by the Adviser de-
scribed 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 Ex-
penses--1.06%; AMT-VA: Management Fee--.50%, 12b-1 Fees--.25%, Other Ex-
penses--.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
<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>
                                                                    SEPTEMBER 1, 1993(A)
                           YEAR ENDED    YEAR ENDED    YEAR ENDED         THROUGH
ALLIANCE TREASURY         JUNE 30, 1997 JUNE 30, 1996 JUNE 30, 1995    JUNE 30, 1994
RESERVES                  ------------- ------------- ------------- --------------------
<S>                       <C>           <C>           <C>           <C>
Net asset value, begin-
 ning 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 in-
 vestment 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 as-
 sets of:
 Expenses, net of waiv-
  ers and reimburse-
  ments.................         .85%          .81%          .69%             .28%(c)
 Expenses, before waiv-
  ers and reimburse-
  ments.................        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.
 
                                       3
<PAGE>
 
<TABLE>
<CAPTION>
ALLIANCE MUNICIPAL                                           NEW YORK PORTFOLIO
TRUST                 ---------------------------------------------------------------------------------------------------------
                                                                                                                    YEAR ENDED
                                               YEAR ENDED JUNE 30,                                   SIX MONTHS    DECEMBER 31,
                      ----------------------------------------------------------------------------      ENDED      ------------
                        1997      1996      1995      1994      1993      1992     1991     1990    JUNE 30, 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 of
  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
                   -----------------------------------------------------------------------------------------------------------------
                                             YEAR ENDED JUNE 30,                                    SIX MONTHS      JUNE 2, 1988(A)
                   ------------------------------------------------------------------------------      ENDED            THROUGH
                     1997      1996      1995      1994      1993      1992      1991      1990    JUNE 30, 1989   DECEMBER 31, 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
    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.
 
                                       4
<PAGE>
 
<TABLE>
<CAPTION>
                                                     CONNECTICUT PORTFOLIO
                          ----------------------------------------------------------------------------------
                                            YEAR ENDED JUNE 30,                           JANUARY 5, 1990(A)
                          --------------------------------------------------------------       THROUGH
                            1997     1996     1995     1994     1993     1992     1991      JUNE 30, 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 from 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
                                 -----------------------------------------------
                                   YEAR ENDED JUNE 30,       FEBRUARY 7, 1994(A)
                                 --------------------------        THROUGH
                                   1997     1996     1995       JUNE 30, 1994
                                 --------  -------  -------  -------------------
<S>                              <C>       <C>      <C>      <C>
Net asset value, beginning of
 period........................    $ 1.00   $ 1.00   $ 1.00         $ 1.00
                                 --------  -------  -------        -------
INCOME FROM INVESTMENT OPERA-
 TIONS
 Net investment income.........      .027     .028     .029           .008
                                 --------  -------  -------        -------
LESS: DIVIDENDS
 Dividends from net investment
  income.......................     (.027)   (.028)   (.029)         (.008)
                                 --------  -------  -------        -------
 Net asset value, end of peri-
  od...........................    $ 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.
 
                                       5
<PAGE>
 
<TABLE>
<CAPTION>
                               VIRGINIA PORTFOLIO                FLORIDA PORTFOLIO
                          -------------------------------  ------------------------------
                            YEAR ENDED       OCTOBER 25,
                             JUNE 30,          1994(A)                   JULY 28, 1995(A)
                          ----------------     THROUGH      YEAR ENDED       THROUGH
                           1997     1996    JUNE 30, 1995  JUNE 30, 1997  JUNE 30, 1996
                          -------  -------  -------------  ------------- ----------------
<S>                       <C>      <C>      <C>            <C>           <C>
Net asset value, begin-
 ning of period.........   $ 1.00   $ 1.00      $ 1.00         $ 1.00         $ 1.00
                          -------  -------     -------        -------        -------
INCOME FROM INVESTMENT
 OPERATIONS
Net investment income...     .028     .029        .023           .030           .030
                          -------  -------     -------        -------        -------
LESS: DIVIDENDS
Dividends from net in-
 vestment 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 pe-
 riod (000's omitted)...  $78,775  $89,557     $66,921        $89,149        $91,179
Ratio to average net as-
 sets of:
 Expenses, net of waiv-
  ers and reimburse-
  ments.................      .80%     .78%        .44%(c)        .65%           .58%(c)
 Expenses, before waiv-
  ers and reimburse-
  ments.................     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.
 
<TABLE>
<CAPTION>
                                                MASSACHUSETTS PORTFOLIO
                                                -----------------------
                                                       APRIL 17, 1997(A)
                                                            THROUGH
                                                         JUNE 30, 1997
                                                -------------------------------
<S>                                             <C>
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%
</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.
 
                                ---------------
 
  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
 
                                       6
<PAGE>
 
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 cal-
culate "effective yield," which will be higher than the "yield" because of
compounding, the dividends paid are assumed to be reinvested. For ATR divi-
dends for the 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
New York Portfolio for the seven days ended June 30, 1997, after expense reim-
bursement, amounted to an annualized yield of 3.19%, equivalent to an effec-
tive 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%, equiva-
lent to an effective yield of 3.13%. Absent expense reimbursement, the
annualized yield for this period would have been 3.05%, equivalent to an ef-
fective 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 ex-
pense 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 reimburse-
ment, 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%. Ab-
sent 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 con-
sistent with the first two objectives, maximum current income that is, in the
case of each Portfolio of Alliance Municipal Trust, exempt from income taxa-
tion 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 In-
vestment Company Act of 1940 (the "1940 Act"), as amended). While the funda-
mental 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 or-
der 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 limita-
tions
 
                                       7
<PAGE>
 
are more permissive than Rule 2a-7, each Fund will comply with the more re-
strictive provisions of the Rule.
 
ALLIANCE TREASURY RESERVES
 
  The securities in which Alliance Treasury Reserves ("ATR") invests are: (1)
issues of the U. S. Treasury, such as bills, certificates of indebtedness,
notes and bonds; and (2) repurchase agreements that are collateralized in full
each day by the types of securities listed above. These agreements are entered
into with "primary dealers" (as designated by the Federal Reserve Bank of New
York) in U.S. Government securities or State Street Bank and Trust Company,
ATR's Custodian. For each repurchase agreement, ATR requires continual mainte-
nance of the market value of the underlying collateral in amounts equal to, or
in excess of, the agreement amount. In the event of a dealer default, ATR
might suffer a loss to the extent that the proceeds from the sale of the col-
lateral were less than the repurchase price. ATR may commit up to 15% of its
net assets to the purchase of when-issued U.S. Treasury securities. Delivery
and payment for when-issued securities takes place after the transaction date.
The payment amount and the interest rate that will be received on the securi-
ties are fixed on the transaction date. The value of such securities may fluc-
tuate prior to their settlement, thereby creating an unrealized gain or loss
to ATR. 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 ob-
ligation 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 in-
debtedness, its assets except to secure such borrowings; or (3) enter into re-
purchase 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, liquid-
ity and, to the extent consistent with these objectives, maximum current in-
come that is exempt from income taxation to the extent described below. Except
when a Portfolio assumes a temporary defensive position, as a matter of funda-
mental policy, at least 80% of each Portfolio's total assets will be invested
in municipal securities (as opposed to the taxable investments described be-
low). Normally, substantially all of each Portfolio's income will be tax-ex-
empt as described below (e.g., for 1996, 100% of the income of each Portfolio
was exempt from Federal income taxes; the Massachusetts Portfolio had not yet
been established).
 
  The New York Portfolio seeks maximum current income that is exempt from Fed-
eral, New York state and New York City personal income taxes by investing, as
a matter of fundamental policy, not less than 65% of its total assets in a
portfolio of high quality municipal securities issued by New York state or its
political subdivisions.
 
  The California Portfolio seeks maximum current income that is exempt from
Federal and California state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of California or its po-
litical subdivisions.
 
  The Connecticut Portfolio seeks maximum current income that is exempt from
Federal and Connecticut state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of Connecticut or its
political subdivisions.
 
                                       8
<PAGE>
 
  The New Jersey Portfolio seeks maximum current income that is exempt from
Federal and New Jersey state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of New Jersey or its po-
litical subdivisions. The New Jersey Portfolio will invest not less than 80%
of its net assets in securities the interest on which is exempt from New Jer-
sey personal income taxes [i.e., New Jersey municipal securities and obliga-
tions of the U.S. Government, its agencies and instrumentalities ("U.S. Gov-
ernment Securities")]. In addition, during periods when Alliance Capital Man-
agement L.P. (the "Adviser") believes that New Jersey municipal securities
that meet the New Jersey Portfolio's standards are not available, it may in-
vest a portion of its assets in securities whose interest payments are only
federally tax-exempt.
 
  The Virginia Portfolio seeks maximum current income that is exempt from Fed-
eral and Virginia state personal income taxes by investing, as a matter of
fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the Commonwealth of Virginia or
its political subdivisions.
 
  The Florida Portfolio seeks maximum current income that is exempt from Fed-
eral income tax and State of Florida intangible tax by investing not less than
65% of its total assets in a portfolio of high-quality municipal securities
issued by Florida or its political subdivisions.
 
  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 Ad-
viser to be liquid in accordance with procedures adopted by the Trustees, in-
cluding securities eligible for resale under Rule 144A under the Securities
Act of 1933 (the "Securities Act"). Restricted securities are securities sub-
ject 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 mu-
nicipal securities subject to the alternative minimum tax (the "AMT").
 
  Under current Federal income tax law, (1) interest on tax-exempt municipal
securities issued after August 7, 1986 which are "specified private activity
bonds," and the proportionate share of any exempt-interest dividends paid by a
regulated investment company which receives interest from such specified pri-
vate activity bonds, will be treated as an item of tax preference for purposes
of the AMT imposed on individuals and corporations, though for regular Federal
income tax purposes such interest will remain fully tax-exempt, and (2) inter-
est on all tax-exempt obligations will be included in "adjusted current earn-
ings" of corporations for AMT purposes. Such bonds have provided, and may con-
tinue to provide, somewhat higher yields than other comparable municipal secu-
rities. See below, "Daily Dividends, Other Distributions, Taxes."
 
  There can be no assurance that the 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 deci-
sion. The Adviser believes that by maintaining each Portfolio's investments in
liquid, short-term, high quality investments, each Portfolio is largely insu-
lated from the credit risks that exist on long-term municipal securities of
the relevant state. See the Statement of Additional Information for a more de-
tailed discussion of the financial condition of New York, California, Connect-
icut, New Jersey, Virginia, Florida and Massachusetts.
 
  Municipal Securities. The municipal securities in which each Portfolio in-
vests include municipal notes and short-term municipal bonds. Municipal notes
are generally used to provide for short-term capital needs and generally have
maturities of one year or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of various sea-
sonal revenues, bond anticipation notes, and tax-exempt commercial paper.
Short-term municipal bonds may include general obligation bonds, which are se-
cured by the issuer's pledge of its faith, credit and taxing power for payment
of principal and interest, and revenue bonds,
 
                                       9
<PAGE>
 
which are generally paid from the revenues of a particular facility or a spe-
cific excise or other source.
 
  A Portfolio may invest in variable rate obligations whose interest rates are
adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest rate is tied. Such
adjustments minimize changes in the market value of the obligation and, ac-
cordingly, enhance the ability of the Portfolio to maintain a stable net asset
value. Variable rate securities purchased may include participation interests
in industrial development bonds backed by letters of credit of Federal Deposit
Insurance Corporation member banks having total assets of more than $1 bil-
lion. Each Portfolio will comply with Rule 2a-7 with respect to its invest-
ments 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 Corpora-
tion (AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of compara-
ble quality. Securities must also meet credit standards applied by the
Adviser.
 
  To further enhance the quality and liquidity of the securities in which the
Portfolios invest, such securities frequently are supported by credit and li-
quidity enhancements, such as letters of credit, from third party financial
institutions. The Adviser continuously monitors the credit quality of such
third parties; however, changes in the credit quality of such a financial in-
stitution 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 cer-
tain expenses and risks, but such commitments are not expected to comprise
more than 5% of any Portfolio's net assets. A Portfolio may commit up to 15%
of its net assets to the purchase of when-issued securities. The Fund's custo-
dian will maintain, in a separate account of the respective Portfolio, liquid
high-grade debt securities having value equal to, or greater than, such when-
issued securities. The price of when-issued securities, which is generally ex-
pressed in yield terms, is fixed at the time the commitment to purchase is
made, but delivery and payment for such securities takes place at a later
time. Normally the settlement date occurs from within ten days to one month
after the purchase of the issue. The value of when-issued securities may fluc-
tuate prior to their settlement, thereby creating an unrealized gain or loss
to a Portfolio.
 
  Taxable Investments. The taxable investments in which each Portfolio may in-
vest include obligations of the U.S. Government and its agencies, high quality
certificates of deposit and bankers' acceptances, prime commercial paper, and
repurchase agreements.
 
  Other 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 securi-
ties, 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, securi-
ties subject to legal or contractual restrictions on resale. With respect to
the Massachusetts Portfolio, which may invest in restricted securities, re-
stricted 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, 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 pro-
jects; a Portfolio may not invest more than 5% of its total assets in the se-
curities of any one issuer except the U.S. Government, although the New York,
California, Connecticut, New Jersey, Virginia, Florida and Massachusetts Port-
folios may invest 50% of their respective total assets in as few as four is-
suers (but no more than 25% of total assets in any one issuer); and a Portfo-
lio may not purchase more than 10% of any class of the voting securities of
any one issuer except those of the U.S. Government.
 
                                      10
<PAGE>
 
                       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 Account Executive.
 
PURCHASE OF SHARES
 
OPENING ACCOUNTS
 
  Contact your Account Executive to open a Fund account. Balances will appear
on your monthly statement.
 
SUBSEQUENT INVESTMENTS
 
 A. BY CHECK
 
  Mail or deliver your check (minimum $100), payable to U.S. Clearing Corp. to
your Account Executive who will deposit it into the Fund(s). Please designate
the appropriate Fund and indicate your brokerage account number on the check
or draft.
 
 B. BY SWEEP
 
  U.S. Clearing Corp. has available an automatic "sweep" for customers in ATR,
AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA. If you request the
sweep arrangement once a week all cash balances of $100 or more ($50 or more
for IRAs and Keoghs) are moved into one of the above selected money market
funds. Sales proceeds in total from trades will be swept into the designated
Fund on settlement date.
 
REDEMPTIONS
 
 A. BY CONTACTING YOUR ACCOUNT EXECUTIVE
 
  Instruct your Account Executive to order a withdrawal from your Fund account
and issue a check made payable to you.
 
 B. BY SWEEP
 
  U.S. Clearing Corp.'s automatic "sweep" moves money from your money market
account automatically to cover security purchases into your brokerage account.
 
 C. BY CHECKWRITING
 
  With this service, you may write checks made payable to any payee. First you
must fill out the Signature Card which you can obtain from your Account
Executive. There is no separate charge for the checkwriting service and your
checks are provided free of charge. The checkwriting service enables you to
receive the daily dividends declared on the shares to be redeemed until the
day that your check is presented for payment.
 
                                      11
<PAGE>
 
                             ADDITIONAL INFORMATION

  SHARE PRICE. Shares are sold and redeemed on a continuous basis without sales
or redemption charges at their net asset value which is expected to be constant
at $1.00 per share, although this price is not guaranteed. The net asset value
of each Fund's shares is determined each business day at 12:00 Noon and 4:00
p.m. (New York time). The net asset value per share of a Fund is calculated by
taking the sum of the value of that Fund's investments (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 re-
ceived 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 dif-
ficulty 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. Nei-
ther the Funds nor the Adviser, or Alliance Fund Services, Inc. will be respon-
sible 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 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 share-
holder's account. As such additional shares are entitled to dividends on fol-
lowing 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 Portfo-
lio of Alliance Municipal Trust are not subject to Federal income tax (other
than the AMT). 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 se-
curities are exempt from New York state and New York City personal income tax-
es. Distributions to residents of California out of income earned by the Cali-
fornia Portfolio from California municipal securities are exempt from Califor-
nia personal income taxes. Distributions to individuals who are residents of
Connecticut out of income earned by the Connecticut Portfolio from Connecticut
municipal securities are exempt from Connecticut personal income taxes. Distri-
butions to residents of New Jersey out of income earned by the New Jersey Port-
folio 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,
 
                                       12
<PAGE>
 
subject to the New Jersey Corporation Business (Franchise) Tax and the New
Jersey Corporation Income Tax payable by corporate shareholders. Distributions
to residents of Virginia out of income earned by the Virginia Portfolio from
Virginia municipal securities or obligations of the United States or any au-
thority, commission or instrumentality of the United States are exempt from
Virginia individual, estate, trust, or corporate income tax. Dividends paid by
the Florida Portfolio to individual Florida shareholders will not be subject
to Florida income tax, which is imposed only on corporations. However, Florida
currently imposes an "intangible tax" at the rate of $2.00 per $1,000 taxable
value of certain securities, such as shares of the Portfolio, and other intan-
gible assets owned by Florida residents. U.S. Government securities and Flor-
ida municipal securities are exempt from this intangible tax. It is antici-
pated that the Florida Portfolio shares will qualify for exemption from the
Florida intangible tax. In order to so qualify, the Florida Portfolio must,
among other things, have its entire portfolio invested in U.S. Government se-
curities and Florida municipal securities on December 31 of any year. Exempt-
interest dividends paid by the Florida Portfolio to corporate shareholders
will be subject to Florida corporate income tax. Distributions to residents of
Massachusetts out of interest earned by the Massachusetts Portfolio from Mas-
sachusetts 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 nor-
mally 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 pro-
vide investment advice and, in general, to supervise its management and in-
vestment program, subject to the general control of the Trustees of each Fund.
For the fiscal year ended June 30, 1997, ATR, 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
 .49, .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 compa-
nies). The Adviser's clients are primarily major corporate employee benefit
plans, public employee retirement plans, insurance companies, banks, founda-
tions 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 av-
erage daily net assets. For the period ended June 30, 1997, ATR, 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 .11, .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 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
 
                                      13
<PAGE>
 
remaining amounts being used to partially defray other expenses incurred by
the Adviser in distributing the Funds' shares. The Funds believe that the ad-
ministrative services provided by depository institutions are permissible ac-
tivities 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 inter-
pretations 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 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. The transfer agent
charges a fee for its services.
 
  FUND ORGANIZATION. Alliance Government Reserves (not offered by this pro-
spectus) and ATR are series of Alliance Government Reserves which is a diver-
sified 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. 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 consisting of such series and one other series not offered by this
prospectus. 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. Nor-
mally, 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 share-
holders 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 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.
 
                                      14


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