ALLIANCE GOVERNMENT RESERVES INC
497, 1999-12-09
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     This is filed pursuant to Rule 497(e).
     File Nos.: 2-63315 and 811-02889



      Purchases

      Initial Purchases. Instruct your Account Executive to purchase shares in
the Portfolio you have selected. There is a $500 minimum initial investment for
each Portfolio.

      By Check Through Donaldson, Lufkin & Jentrette Securities Corporation.
Mail or deliver your check payable to Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ") which will deposit it into your brokerage account. Please
indicate your account number on the check. Checks deposited into your brokerage
account will be eligible for investment in the Portfolio selected on the
business day following posting.

      By Contacting Your Account Executive. Available credit balances in your
brokerage account from proceeds of securities sales or from any other source can
be used to purchase additional Portfolio shares by contacting your Account
Executive specifically each time that you know there is a cash balance.

      Redemptions

      By Checkwriting. Available from DLJ 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 Portfolio 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 fill out the signature card which you can obtain from your
Account Executive. There is no separate charge for the checkwriting service. The
checkwriting service enables you to receive the daily dividends declared on the
Portfolio shares to be redeemed until the day that your check is presented for
payment.

      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 withdrawals or debits posted to the
brokerage account.

- --------------------------------------------------------------------------------
Table Of Contents
- -----------------
RISK/RETURN SUMMARY .........................................................  2
FEES AND EXPENSES OF THE PORTFOLIOS .........................................  7
OTHER INFORMATION ABOUT THE PORTFOLIOS'
OBJECTIVES, STRATEGIES, AND RISKS ...........................................  7
   Investment Objectives And Strategies .....................................  7
   Alliance Capital Reserves ................................................  7
   Alliance Money Reserves ..................................................  8
   Alliance Government Reserves .............................................  8
   Alliance Treasury Reserves ...............................................  8
   Alliance Municipal Trust .................................................  8
   Risk Considerations ...................................................... 10
MANAGEMENT OF THE PORTFOLIOS ................................................ 12
HOW THE PORTFOLIOS VALUE THEIR SHARES ....................................... 13
DIVIDENDS, DISTRIBUTIONS, AND TAXES ......................................... 13
DISTRIBUTION ARRANGEMENTS ................................................... 14
FINANCIAL HIGHLIGHTS ........................................................ 15
- --------------------------------------------------------------------------------
                                                                      NOVDLJ1999





- --------------------------------------------------------------------------------
                                      DLJ

                                   introduces

                            A CASH MANAGEMENT SERVICE

- --------------------------------------------------------------------------------

                                     with...

                            Alliance Capital Reserves

                             Alliance Money Reserves

                          Alliance Government Reserves

                           Alliance Treasury Reserves

                            Alliance Municipal Trust

                              o General Portfolio

                              o California Portfolio

                              o Connecticut Portfolio

                              o Florida Portfolio

                              o Massachusetts Portfolio

                              o New Jersey Portfolio

                              o New York Portfolio

                              o Virginia Portfolio

                                   PROSPECTUS

                                November 1, 1999

      The Securities and Exchange Commission has not approved or disapproved
      these securities or passed upon the adequacy of this prospectus. Any
      representation to the contrary is a criminal offense.

                          Donaldson, Lufkin & Jenrette

              Donaldson, Lufjin & Jenrette Securities Corporation
           277 Park Avenue, New York, New York 10172 * (212) 892-3000

          Member New York Stock Exchange, American Stock Exchange, SIPC
<PAGE>

- --------------------------------------------------------------------------------
                               RISK/RETURN SUMMARY
- --------------------------------------------------------------------------------

      The following is a summary of certain key information about the
Portfolios. You will find additional information about the Portfolios after this
summary.

      Objectives: The investment objective of Alliance Money Reserves is maximum
current income to the extent consistent with safety of principal and liquidity.
The investment objectives of each of the other Portfolios are -- in the
following order of priority -- safety of principal, excellent liquidity, and
maximum current income (exempt from income taxation to the extent described in
this Prospectus in the case of each Portfolio of Alliance Municipal Trust) to
the extent consistent with the first two objectives.

      Principal Investment Strategy: The Portfolios are "money market funds"
that seek to maintain a stable net asset value of $1.00 per share. Each of
Alliance Capital Reserves and Alliance Money Reserves pursues its objectives by
maintaining a portfolio of high-quality, U.S. dollar-denominated money market
securities. Alliance Government Reserves pursues its objectives by maintaining a
portfolio of high-quality, U.S. Government (including its agencies and
instrumentalities) and other U.S. dollar-denominated money market securities.
Alliance Treasury Reserves pursues its objectives by maintaining a portfolio of
high-quality, U.S. Treasury and other U.S. dollar-denominated money market
securities. Each Portfolio of Alliance Municipal Trust pursues its objectives by
maintaining a portfolio of high-quality municipal securities. The General
Portfolio is diversified; the remaining Portfolios of Alliance Municipal Trust
are non-diversified and only offered to residents of the named states.

      The Portfolios invest primarily in the following money market securities:

      o Alliance Capital Reserves and Alliance Money Reserves. Obligations of
the U.S. Government, its agencies or instrumentalities, obligations of certain
banks and savings and loan associations, high-quality securities of corporate
issuers, adjustable rate obligations, asset-backed securities and repurchase
agreements.

      o Alliance Government Reserves. Obligations of the U.S. Government, its
agencies or instrumentalities, adjustable rate obligations and repurchase
agreements.

      o Alliance Treasury Reserves. Obligations of the U.S. Treasury, such as
bills, notes and bonds, adjustable rate obligations and repurchase agreements.

      o Alliance Municipal Trust. High-quality municipal securities including,
with respect to the state Portfolios, those issued by the named states or their
political subdivisions.

      Principal Risks: The principal risks of investing in each Portfolio are:

      o Interest Rate Risk. This is the risk that changes in interest rates will
adversely affect the yield or value of a Portfolio's investments in debt
securities.

      o Credit Risk. This is the risk that the issuer or guarantor of a debt
security will be unable or unwilling to make timely interest or principal
payments, or to otherwise honor its obligations. The degree of risk for a
particular security may be reflected in its credit rating. Credit risk includes
the possibility that any of a Portfolio's investments will have its credit
ratings downgraded.

      In addition, the principal risks of investing in each Portfolio of
Alliance Municipal Trust are:

      o Municipal Market Risk. This is the risk that special factors, such as
political or legislative changes and local and business developments, may
adversely affect the yield or value of a Portfolio's investment. Because the
Portfolios, except for the General Portfolio, invest a large portion of their
assets in a particular state's municipal securities, they are more vulnerable to
events adversely affecting that state, including economic, political or
regulatory occurrences.

      o Diversification Risk. The Portfolios that invest in particular states
may invest more of their assets in a relatively small number of issuers with
greater concentration of risk. Factors affecting these issuers can have a more
significant effect on these Portfolios.

      Another important thing for you to note:

      An investment in the Portfolios is not a deposit in a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or any other
government


                                       2
<PAGE>

agency. Although the Portfolios seek to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Portfolios.

PERFORMANCE AND BAR CHART INFORMATION

      For each Portfolio, the performance table shows the Portfolio's average
annual total returns and the bar chart shows the Portfolio's annual total
returns. The table and the bar chart provide an indication of the historical
risk of an investment in each Portfolio by showing:

      o the Portfolio's average annual total returns for 1, 5, and 10 years (or
over the life of the Portfolio if less than 10 years old); and

      o changes in the Portfolio's performance from year to year over 10 years
(or over the life of the Portfolio if less than 10 years old).

      A Portfolio's past performance does not necessarily indicate how it will
perform in the future.

      You may obtain current seven-day yield information for any Portfolio by
calling (800) 221-9513 or your financial intermediary.

ALLIANCE CAPITAL RESERVES (ACR)

                                PERFORMANCE TABLE

                        1 Year      5 Years   10 Years
- --------------------------------------------------------------------------------
                         4.71%       4.50%      5.02%
- --------------------------------------------------------------------------------

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                  8.70%
                               90                  7.70%
                               91                  5.62%
                               92                  3.34%
                               93                  2.46%
                               94                  3.33%
                               95                  5.14%
                               96                  4.58%
                               97                  4.77%
                               98                  4.71%

                                   BAR CHART

      During the period shown in the bar chart, the highest return for a quarter
was 2.23% (quarter ending June 30, 1989) and the lowest return for a quarter was
0.60% (quarter ending September 30, 1993).

ALLIANCE MONEY RESERVES (AMR)

                                PERFORMANCE TABLE

                                                 Since
                        1 Year      5 Year   Inception*
- --------------------------------------------------------------------------------
                         4.71%       4.49%      5.20%
- --------------------------------------------------------------------------------

*     Inception date: 2/16/89.

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                  7.97%
                               91                  5.66%
                               92                  3.32%
                               93                  2.46%
                               94                  3.26%
                               95                  5.14%
                               96                  4.59%
                               97                  4.77%
                               98                  4.71%

      During the period shown in the bar chart, the highest return for a quarter
was 1.91% (quarter ending March 31, 1990) and the lowest return for a quarter
was 0.59% (quarter ending September 30, 1993).


                                       3
<PAGE>

ALLIANCE GOVERNMENT RESERVES (AGR)

                                PERFORMANCE TABLE

                        1 Year      5 Years   10 Years
- --------------------------------------------------------------------------------
                         4.60%       4.41%      4.89%
- --------------------------------------------------------------------------------

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                  8.51%
                               90                  7.50%
                               91                  5.39%
                               92                  3.21%
                               93                  2.36%
                               94                  3.27%
                               95                  5.02%
                               96                  4.48%
                               97                  4.67%
                               98                  4.60%

      During the period shown in the bar chart, the highest return for a quarter
was 2.16% (quarter ending June 30, 1989) and the lowest return for a quarter was
0.57% (quarter ending September 30, 1993).

ALLIANCE TREASURY RESERVES (ATR)

                                PERFORMANCE TABLE

                                                 Since
                        1 Year      5 Year   Inception*
- --------------------------------------------------------------------------------
                         4.36%       4.47%      4.39%
- --------------------------------------------------------------------------------

*     Inception date: 9/1/93.

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                   n/a
                               91                   n/a
                               92                   n/a
                               93                   n/a
                               94                  3.73%
                               95                  5.10%
                               96                  4.53%
                               97                  4.66%
                               98                  4.36%

      During the period shown in the bar chart, the highest return for a quarter
was 1.27% (quarter ending March 31, 1995) and the lowest return for a quarter
was 0.75% (quarter ending March 31, 1994).

ALLIANCE MUNICIPAL TRUST

General Portfolio (AMT-GEN)

                                PERFORMANCE TABLE

                        1 Year      5 Year    10 Year
- --------------------------------------------------------------------------------
                         2.67%       2.62%      3.28%
- --------------------------------------------------------------------------------

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                  5.91%
                               90                  5.32%
                               91                  4.01%
                               92                  2.66%
                               93                  1.83%
                               94                  2.17%
                               95                  3.11%
                               96                  2.29%
                               97                  2.90%
                               98                  2.67%

      During the period shown in the bar chart, the highest return for a quarter
was 1.54% (quarter ending June 30, 1989) and the lowest return for a quarter was
0.40% (quarter ending March 31, 1994).


                                       4
<PAGE>

New York Portfolio (AMT-NY)

                                PERFORMANCE TABLE

                        1 Year      5 Year    10 Year
- --------------------------------------------------------------------------------
                         2.48%       2.66%      3.26%
- --------------------------------------------------------------------------------

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                  5.91%
                               90                  5.32%
                               91                  3.79%
                               92                  2.62%
                               93                  1.74%
                               94                  2.15%
                               95                  3.10%
                               96                  2.70%
                               97                  2.86%
                               98                  2.48%

      During the period shown in the bar chart, the highest return for a quarter
was 1.44% (quarter ending June 30, 1989) and the lowest return for a quarter was
0.41% (quarter ending March 31, 1994).

California Portfolio (AMT-CA)

                                PERFORMANCE TABLE

                        1 Year      5 Year    10 Year
- --------------------------------------------------------------------------------
                         2.48%       2.65%      3.19%
- --------------------------------------------------------------------------------

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                  5.62%
                               90                  4.91%
                               91                  3.79%
                               92                  2.54%
                               93                  1.84%
                               94                  2.15%
                               95                  3.06%
                               96                  2.75%
                               97                  2.80%
                               98                  2.48%

      During the period shown in the bar chart, the highest return for a quarter
was 1.54% (quarter ending June 30, 1989) and the lowest return for a quarter was
0.42% (quarter ending March 31, 1994).

Connecticut Portfolio (AMT-CT)

                                PERFORMANCE TABLE

                                                 Since
                        1 Year      5 Year   Inception*
- --------------------------------------------------------------------------------
                         2.48%       2.64%      2.97%
- --------------------------------------------------------------------------------

*     Inception date: 1/5/90.

<PAGE>

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                   n/a
                               91                  3.84%
                               92                  2.55%
                               93                  1.76%
                               94                  2.10%
                               95                  3.05%
                               96                  2.74%
                               97                  2.84%
                               98                  2.48%

      During the period shown in the bar chart, the highest return for a quarter
was 1.00% (quarter ending March 31, 1991) and the lowest return for a quarter
was 0.38% (quarter ending March 31, 1994).


                                       5
<PAGE>

New Jersey Portfolio (AMT-NJ)

                                PERFORMANCE TABLE

                                              Since
                             1 Year       Inception*
- --------------------------------------------------------------------------------
                              2.44%          2.70%
- --------------------------------------------------------------------------------

*     Inception date: 2/7/94.

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                   n/a
                               91                   n/a
                               92                   n/a
                               93                   n/a
                               94                   n/a
                               95                  3.13%
                               96                  2.69%
                               97                  2.78%
                               98                  244%

      During the period shown in the bar chart, the highest return for a quarter
was .82% (quarter ending June 30, 1995) and the lowest return for a quarter was
 .58% (quarter ending December 31, 1998).

Virginia Portfolio (AMT-VA)

                                PERFORMANCE TABLE

                                            Since
                             1 Year     Inception*
- --------------------------------------------------------------------------------
                              2.60%         2.94%
- --------------------------------------------------------------------------------

*     Inception date: 10/25/94.

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                   n/a
                               91                   n/a
                               92                   n/a
                               93                   n/a
                               94                   n/a
                               95                  3.35%
                               96                  2.77%
                               97                  2.98%
                               98                  2.60%

      During the period shown in the bar chart, the highest return for a quarter
was 0.92% (quarter ending June 30, 1995) and the lowest return for a quarter was
0.60% (quarter ending December 31, 1998).

Florida Portfolio (AMT-FL)

                                PERFORMANCE TABLE

                                            Since
                             1 Year     Inception*
- --------------------------------------------------------------------------------
                              2.62%         2.98%
- --------------------------------------------------------------------------------

*     Inception date: 7/28/95.

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                   n/a
                               91                   n/a
                               92                   n/a
                               93                   n/a
                               94                   n/a
                               95                   n/a
                               96                  2.98%
                               97                  3.05%
                               98                  2.62%

      During the period shown in the bar chart, the highest return for a quarter
was 0.82% (quarter ending June 30, 1997) and the lowest return for a quarter was
0.61% (quarter ending December 31, 1998).

Massachusetts Portfolio (AMT-MA)

                                PERFORMANCE TABLE

                                            Since
                             1 Year     Inception*
- --------------------------------------------------------------------------------
                              2.53%         2.80%
- --------------------------------------------------------------------------------

*     Inception date: 4/17/97.

                                    BAR CHART

   [The following table was depicted as a bar chart in the printed material]

                        Calendar Year End       Percentage
                        -----------------       ----------
                               89                   n/a
                               90                   n/a
                               91                   n/a
                               92                   n/a
                               93                   n/a
                               94                   n/a
                               95                   n/a
                               96                   n/a
                               97                   n/a
                               98                  2.53%

      During the period shown in the bar chart, the highest return for a quarter
was 0.69% (quarter ending June 30, 1998) and the lowest return for a quarter was
 .59% (quarter ending December 31, 1998).


                                       6
<PAGE>

- --------------------------------------------------------------------------------
                       FEES AND EXPENSES OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

This table describes the fees and expenses that you may pay if you buy and hold
shares of the Portfolios.

Shareholder Transaction Expenses (fees paid directly from your investment)--None

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio
assets)

<TABLE>
<CAPTION>
                                       ACR     AMR     AGR     ATR  AMT-GEN  AMT-NY  AMT-CA  AMT-CT  AMT-NJ  AMT-VA  AMT-FL  AMT-MA
                                      ====    ====    ====    ====  =======  ======  ======  ======  ======  ======  ======  =======
<S>                                    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Management Fees ....................   .46%    .50%    .47%    .50%    .50%    .50%    .50%    .50%    .50%    .50%    .50%    .50%
Distribution (12b-1) Fees ..........   .25%    .25%    .25%    .25%    .25%    .25%    .25%    .25%    .25%    .25%    .25%    .25%
Other Expenses .....................   .29%    .27%    .30%    .27%    .25%    .29%    .25%    .32%    .34%    .32%    .33%    .72%
                                      ----    ----    ----    ----  -------  ------  ------  ------  ------  ------  ------  -------
Total Portfolio Operating Expenses .  1.00%   1.02%   1.02%   1.02%   1.00%   1.04%   1.00%   1.07%   1.09%   1.07%   1.08%   1.47%
Waiver and/or Expense
  Reimbursement* ...................  (.00)%  (.02)%  (.02)%  (.02)%  (.00)%  (.04)%  (.00)%  (.07)%  (.09)%  (.07)%  (.08)%  (.47)%
                                      ----    ----    ----    ----  -------  ------  ------  ------  ------  ------  ------  -------
Net Expenses .......................  1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%   1.00%
</TABLE>

EXAMPLES*

      The examples are to help you compare the cost of investing in a Portfolio
with the cost of investing in other funds. They assume that you invest $10,000
in the Portfolio for the time periods indicated and then redeem all of your
shares at the end of those periods. They also assume that your investment has a
5% return each year, the Portfolio's operating expenses stay the same, and all
dividends and distributions are reinvested. Your actual costs may be higher or
lower.

<TABLE>
<CAPTION>
                      ACR      AMR      AGR      ATR   AMT-GEN   AMT-NY   AMT-CA   AMT-CT   AMT-NJ   AMT-VA   AMT-FL   AMT-MA
                    ======   ======   ======   ======   ======   ======   ======   ======   ======   ======   ======   ======
<S>                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
1 Year ...........  $  102   $  102   $  102   $  102   $  102   $  102   $  102   $  102   $  102   $  102   $  102   $  102
3 Years ..........  $  318   $  318   $  318   $  318   $  318   $  318   $  318   $  318   $  318   $  318   $  318   $  318
5 years ..........  $  552   $  552   $  552   $  552   $  552   $  552   $  552   $  552   $  552   $  552   $  552   $  552
10 Years .........  $1,225   $1,225   $1,225   $1,225   $1,225   $1,225   $1,225   $1,225   $1,225   $1,225   $1,225   $1,225
</TABLE>
- ----------
*     Reflects Alliance's contractual waiver (which continues from year to year
      unless changed by vote of a Portfolio's shareholders) of a portion of its
      advisory fee and/or reimbursement of a portion of a Portfolio's operating
      expenses so that the Portfolio's expense ratio does not exceed 1.00%.

- --------------------------------------------------------------------------------
   OTHER INFORMATION ABOUT THE PORTFOLIOS' OBJECTIVES, STRATEGIES, AND RISKS
- --------------------------------------------------------------------------------

      This section of the Prospectus provides a more complete description of the
investment objectives and principal strategies and risks of the Portfolios.

      Please note:

      o Additional descriptions of each Portfolio's strategies and investments,
as well as other strategies and investments not described below, may be found in
each Portfolio's Statement of Additional Information or SAI.

      o There can be no assurance that any Portfolio will achieve its investment
objectives.

Investment Objectives and Strategies

      As money market funds, the Portfolios must meet the requirements of
Securities and Exchange Commission Rule 2a-7. The Rule imposes strict
requirements on the investment quality, maturity and diversification of each
Portfolio's investments. Under that Rule, each Portfolio's investments must each
have a remaining maturity of no more than 397 days and the Portfolio must
maintain an average weighted maturity that does not exceed 90 days.

Alliance Capital Reserves

      ACR's investments may include:

      o marketable obligations issued or guaranteed by the U.S. Government, its
agencies, or instrumentalities;

      o certificates of deposit, bankers' acceptances, and interest-bearing
savings deposits that are issued or guaranteed by (i) banks or savings and loan
associations that are members of the Federal Deposit Insurance Corporation and
have total assets of more than $1 billion, or (ii) foreign branches of U.S.
banks and U.S. branches of foreign banks that have total assets of more than $1
billion;

      o high-quality commercial paper (or, if not rated, determined by Alliance
to be of comparable quality) issued by U.S. or foreign companies and
participation interests in loans made to companies that issue such commercial
paper;

      o adjustable rate obligations;

      o asset-backed securities;


                                       7
<PAGE>

      o restricted securities (i.e., securities subject to legal or contractual
restrictions on resale); and

      o repurchase agreements that are fully collateralized.

      ACR does not invest more than 25% of its assets in securities of issuers
whose principal business activities are in the same industry. This limitation
does not apply to investments in securities issued or guaranteed by the U.S.
Government, its agencies, or instrumentalities, or to bank obligations,
including certificates of deposit, bankers' acceptances, and interest bearing
savings deposits, issued by U.S. banks (including their foreign branches) and
U.S. branches of foreign banks subject to the same regulation as U.S. banks. For
the purposes of this investment policy, neither all financial companies as a
group nor all utility companies as a group are considered a single industry.

Alliance Money Reserves

     AMR's investments may include:

      o marketable obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities;

      o certificates of deposit and bankers' acceptances issued or guaranteed
by, or time deposits maintained at, banks or savings and loans associations
(including foreign branches of U.S. banks or U.S. or foreign branches of foreign
banks) having total assets of more than $500 million;

      o high-quality commercial paper (or, if not rated, determined by Alliance
to be of comparable quality) issued by U.S. or foreign companies and
participation interests in loans made to companies that issue such commercial
paper;

      o adjustable rate obligations;

      o asset-backed securities;

      o restricted securities (i.e., securities subject to legal or contractual
restrictions on resale); and

      o repurchase agreements that are fully collateralized.

      AMR does not invest more than 25% of its assets in securities of issuers
whose principal business activities are in the same industry. This limitation
does not apply to investments in securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, or to bank obligations, including
certificates of deposit, bankers' acceptances, and interest bearing savings
deposits, issued by U.S. banks (including their foreign branches) and U.S.
branches of foreign banks subject to the same regulation as U.S. banks. For the
purposes of this investment policy, neither all financial companies as a group
nor all utility companies as a group are considered a single industry.

Alliance Government Reserves

     AGR's investments may include:

      o marketable obligations issued or guaranteed by the U.S. Government, its
agencies, or instrumentalities, including issues of the U.S. Treasury, such as
bills, certificates of indebtedness, notes, and bonds;

      o adjustable rate obligations; and

      o repurchase agreements that are fully collateralized.

      AGR may commit up to 15% of its net assets to the purchase of when-issued
U.S. Government securities.

Alliance Treasury Reserves

     ATR's investments may include:

      o issues of the U.S. Treasury, such as bills, certificates of
indebtedness, notes, and bonds;

      o adjustable rate obligations; and

      o repurchase agreements that are fully collateralized.

      ATR may commit up to 15% of its net assets to the purchase of when-issued
U.S. Government securities.

Alliance Municipal Trust

      Each Portfolio pursues its objectives by investing in high-quality
municipal securities and normally will invest not less than 80% of its total
assets in these securities. Although the Portfolios may invest up to 20% of
their total assets in taxable money market securities, substantially all of each
Portfolio's income normally will be tax-exempt. Each Portfolio investing in a
particular state may purchase municipal securities issued by other states if
Alliance believes that suitable municipal securities of that state are not
available for investment. To the extent of its investments in other states'
municipal securities, a Portfolio's income will be exempt only from Federal
income tax, not state personal income or other state tax.

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


                                       8
<PAGE>

      General Portfolio. AMT-GEN seeks maximum current income exempt from
Federal income taxes by investing principally in a diversified portfolio of
high-quality municipal securities. The Portfolio's income may be subject to
state or local income taxes.

      New York Portfolio. AMT-NY seeks maximum current income exempt from
Federal, New York state, and New York City personal income taxes by investing
not less than 65% of its total assets in a portfolio of high-quality municipal
securities issued by the State of New York or its political subdivisions.

      California Portfolio. AMT-CA seeks maximum current income exempt from
Federal and California state personal income taxes by investing not less than
65% of its total assets in a portfolio of high-quality municipal securities
issued by the State of California or its political subdivisions.

      Connecticut Portfolio. AMT-CT seeks maximum current income exempt from
Federal and Connecticut state personal income taxes by investing 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.

      New Jersey Portfolio. AMT-NJ seeks maximum current income exempt from
Federal and New Jersey state personal income taxes by investing not less than
65% of its total assets in a portfolio of high-quality municipal securities
issued by the State of New Jersey or its political subdivisions. The Portfolio
will invest not less than 80% of its net assets in securities the interest on
which is exempt from New Jersey personal income tax (which includes New Jersey
municipal securities and obligations of the U.S. Government, its agencies and
instrumentalities).

      Virginia Portfolio. AMT-VA seeks maximum current income exempt from
Federal and Commonwealth of Virginia personal income taxes by investing 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.

      Florida Portfolio. AMT-FL seeks maximum current income exempt from Federal
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.

      Massachusetts Portfolio. AMT-MA seeks maximum current income exempt from
Federal and Commonwealth of Massachusetts personal income taxes by investing not
less than 65% of its total assets in a portfolio of high-quality municipal
securities issued by the Commonwealth of Massachusetts or its political
subdivisions. AMT-MA also may invest in restricted securities (i.e., securities
subject to legal or contractual restrictions on resale).

      Municipal Securities. The Portfolios' investments in municipal securities
may 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 397 days or less. Examples include tax anticipation and revenue
anticipation notes, which are generally issued in anticipation of various
seasonal revenues, bond anticipation notes, and tax-exempt commercial paper.
Short-term municipal bonds may include general obligation bonds, which are
secured by the issuer's pledge of its faith, credit, and taxing power for
payment of principal and interest, and revenue bonds, which are generally paid
from the revenues of a particular facility or a specific excise or other source.

      Each Portfolio may invest in adjustable 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.
These adjustments tend to minimize changes in the market value of the obligation
and, accordingly, enhance the ability of the Portfolio to maintain a stable net
asset value. Adjustable rate securities purchased may include participation
interests in private activity bonds backed by letters of credit of Federal
Deposit Insurance Corporation member banks having total assets of more than $1
billion.

      Each Portfolio also may invest in stand-by commitments, which may involve
certain expenses and risks, but each Portfolio does not expect its investment in
stand-by commitments to comprise a significant portion of its investments. Each
Portfolio may commit up to 15% of its net assets to the purchase of when-issued
securities.

      Taxable Money Market Securities. The Portfolios' investments of up to 20%
of its total assets in taxable money market securities may include obligations
of the U.S. Government and its agencies, high-quality certificates of deposit
and bankers' acceptances, prime commercial paper, and repurchase agreements.


                                       9
<PAGE>

      Temporary Defensive Position. For temporary defensive purposes when
financial, economic, or market conditions warrant, each Portfolio may invest any
amount of its assets in taxable money market securities. When the Portfolios are
investing for temporary defensive purposes, they may not achieve their
investment objectives.

Risk Considerations

      The Portfolios' principal risks are interest rate risk and credit risk.
Because the Portfolios invest in short-term securities, a decline in interest
rates will affect the Portfolios' yields as these securities mature or are sold
and the Portfolios purchase new short-term securities with lower yields.
Generally, an increase in interest rates causes the value of a debt instrument
to decrease. The change in value for shorter-term securities is usually smaller
than for securities with longer maturities. Because the Portfolios invest in
securities with short maturities and seek to maintain a stable net asset value
of $1.00 per share, it is possible, though unlikely, that an increase in
interest rates would change the value of your investment.

      Credit risk is the possibility that a security's credit rating will be
downgraded or that the issuer of the security will default (fail to make
scheduled interest and principal payments). The Portfolios invest in
highly-rated securities to minimize credit risk.

      With respect to each Portfolio of Alliance Municipal Trust, the quality
and liquidity of a Portfolio's investments in municipal securities are supported
by credit and liquidity enhancements, such as letters of credit, from
third-party financial institutions. Alliance continuously monitors the credit
quality of third parties; however, changes in the credit quality of one of these
financial institutions could cause a Fund's investments backed by that
institution to lose value and affect the Portfolio's share price.

      Each Portfolio of Alliance Municipal Trust is subject to municipal market
risk. Municipal market risk is the risk that special factors may adversely
affect the value of municipal securities and have a significant effect on the
yield or value of a Portfolio's investments. These factors include political or
legislative changes, uncertainties related to the tax status of municipal
securities, or the rights of investors in these securities. Because the
Portfolios, except for the General Portfolio, may invest a large portion of
their assets in a particular state's municipal securities, they are more
vulnerable to events adversely affecting that state, including economic,
political or regulatory occurrences. A Portfolio's investments in certain
municipal securities with principal and interest payments that are made from the
revenues of a specific project or facility, and not general tax revenues, may
have increased risks. Factors affecting the project or facility, such as local
business or economic conditions, could have a significant effect on the
project's ability to make payments of principal and interest on these
securities.

      The Portfolios' (except for AGR and ATR) investments in U.S.
dollar-denominated obligations (or credit and liquidity enhancements) of foreign
entities are subject to foreign risk. Foreign securities issuers are usually not
subject to the same degree of regulation as U.S. issuers. Reporting, accounting,
and auditing standards of foreign countries differ, in some cases, significantly
from U.S. standards. Foreign risk includes nationalization, expropriation, or
confiscatory taxation, political changes, or diplomatic developments that could
adversely affect a Portfolio's investments.

      The Portfolios may invest up to 10% of their net assets in illiquid
securities. Investments in illiquid securities may be subject to liquidity risk,
which is the risk that, under certain circumstances, particular investments may
be difficult to sell at an advantageous price. Illiquid restricted securities
also are subject to the risk that the Portfolio may be unable to sell the
security due to legal or contractual restrictions on resale.

      The Portfolios also are subject to management risk because they are
actively managed portfolios. Alliance will apply its investment techniques and
risk analyses in making investment decisions for the Portfolios, but there is no
guarantee that its techniques will produce the intended result.

      Year 2000: Many computer systems and applications that process
transactions use two-digit date fields for the year of a transaction, rather
than the full four digits. If these systems are not modified or replaced,
transactions occurring after 1999 could be processed as year "1900," which could
result in processing inaccuracies and inoperability at or after the year 2000.
The Portfolios and their major service providers, including Alliance, utilize a
number of computer systems and applications that have been either developed
internally or licensed from third-party suppliers. In addition, the Portfolios
and their major service providers, including Alliance, are dependent on
third-party suppliers for certain systems applications and


                                       10
<PAGE>

for electronic receipt of information critical to their business. Should any of
the computer systems employed by the Portfolios and their major service
providers, including Alliance, fail to process Year 2000 related information
properly, that could have a significant negative impact on the Portfolios'
operations and the services that are provided to the Portfolios' shareholders.
To the extent that the operations of issuers of securities held by the
Portfolios are impaired by the Year 2000 problem, the value of the Portfolios'
shares may be materially affected. In addition, for any of the Portfolios'
investments in foreign markets, it is possible that foreign companies and
markets will not be as prepared for Year 2000 as domestic companies and markets.

      The Year 2000 issue is a high priority for the Portfolios and Alliance.
During 1997, Alliance began a formal Year 2000 initiative which established a
structured and coordinated process to deal with the Year 2000 issue. As part of
its initiative, Alliance established a Year 2000 project office to manage the
Year 2000 initiative, focusing on both information technology and
non-information technology systems. The Year 2000 project office meets
periodically with the audit committee of the board of directors of Alliance
Capital Management Corporation, Alliance's general partner, and with Alliance's
executive management to review the status of the Year 2000 efforts. Alliance has
also retained the services of a number of consulting firms which have expertise
in advising and assisting with regard to Year 2000 issues. Alliance reports that
by June 30, 1998 it had completed its inventory and assessment of its domestic
and international computer systems and applications, identified mission critical
systems (those systems where loss of their function would result in immediate
stoppage or significant impairment to core business units) and nonmission
critical systems and determined which of these systems were not Year 2000
compliant. All third-party suppliers of mission critical computer systems and
nonmission critical systems applications have been contacted to verify whether
their systems and applications will be Year 2000 compliant and their responses
are being evaluated. Substantially all of those contacted have responded and
approximately 90% have informed Alliance that their systems and applications are
or will be Year 2000 compliant. All mission and nonmission critical systems
supplied by third parties have been tested with the exception of those third
parties not able to comply with Alliance's testing schedule. Alliance reports
that it expects that all testing will be completed before the end of 1999.

      Alliance has remediated, replaced or retired all of its non-compliant
mission critical systems and applications that can affect the Portfolios.
Nonmission critical systems have been remediated. After each system has been
remediated, it is tested with 19XX dates to determine if it still performs its
intended business function correctly. Next, each system undergoes a simulation
test using dates occurring after December 31, 1999. Inclusive of the replacement
and retirement of some of its systems, Alliance has completed these testing
phases for 98% of mission critical systems and 100% of nonmission critical
systems. Integrated systems tests were conducted to verify that the systems
would continue to work together. Full integration testing of all mission
critical and nonmission critical systems is completed. Testing of interfaces
with third-party suppliers has begun and will continue throughout 1999. Alliance
reports that it has completed an inventory of its facilities and related
technology applications and has begun to evaluate and test these systems.
Alliance reports that it anticipates that these systems will be fully operable
in the year 2000. Alliance has deferred certain other planned information
technology projects until after the year 2000 initiative is completed. Such
delay is not expected to have a material adverse effect on Alliance's financial
condition or results of operations. Alliance, with the assistance of a
consulting firm, is developing Year 2000 specific contingency plans with
emphasis on mission critical functions. These plans seek to provide alternative
methods of processing in the event of a failure that is outside Alliance's
control.

      The estimated current cost to Alliance of the Year 2000 initiative ranges
from approximately $40 million to $45 million. These costs consist principally
of modification and testing and costs to develop formal Year 2000 specific
contingency plans. These costs, which will generally be expensed as incurred,
will be funded from Alliance's operations and the issuance of debt. Through June
30, 1999, Alliance had incurred approximately $36.0 million of costs related to
the Year 2000 initiative. At this time, management of Alliance believes that the
costs associated with resolving the Year 2000 issue will not have a material
adverse effect on Alliance's results of operations, liquidity or capital
resources.

      There are many risks associated with Year 2000 issues, including the risks
that the computer systems and applications used by the Portfolios and their
major service providers, will not operate as intended and that the systems and
applications of third-party suppliers to the Port-


                                       11
<PAGE>

folios and their major service providers will not be Year 2000 compliant.
Likewise there can be no assurance the compliance schedules outlined above will
be met or that the actual cost incurred will not exceed cost estimates. Should
the significant computer systems and applications used by the Portfolios and
their major service providers, or the systems of their important third-party
suppliers, be unable to process date-sensitive information accurately after
1999, the Portfolios and their major service providers may be unable to conduct
their normal business operations and to provide shareholders with required
services. In addition, the Portfolios and their major service providers may
incur unanticipated expenses, regulatory actions and legal liabilities. The
Portfolios and Alliance cannot determine which risks, if any, are most
reasonably likely to occur or the effects of any particular failure to be Year
2000 compliant. Certain statements provided by Alliance in this section entitled
"Year 2000", as such statements relate to Alliance, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. To the fullest extent permitted by law, the foregoing Year 2000
discussion is a "Year 2000 Readiness Disclosure" within the meaning of the Year
2000 Information and Readiness Disclosure Act, 15 U.S.C. Sec. 1 (1998).

- --------------------------------------------------------------------------------
                          MANAGEMENT OF THE PORTFOLIOS
- --------------------------------------------------------------------------------

      The Portfolios' investment adviser is Alliance Capital Management L.P.,
1345 Avenue of the Americas, New York, New York 10105. Alliance is a leading
international investment adviser supervising client accounts with assets as of
September 30, 1999 totaling more than $317 billion (of which more than $143
billion represented assets of investment companies). As of September 30, 1999,
Alliance managed retirement assets for many of the largest public and private
employee benefit plans (including 28 of the nation's FORTUNE 100 companies), for
public employee retirement funds in 31 states, for investment companies, and for
foundations, endowments, banks and insurance companies worldwide. The 52
registered investment companies managed by Alliance, comprising 118 separate
investment portfolios, currently have more than 4.8 million shareholder
accounts.

      Under its Advisory Agreement with the Portfolios, Alliance provides
investment advisory services and order placement facilities for the Portfolios.
For these advisory services, each Portfolio paid Alliance, for the fiscal year
ended June 30, 1999, as a percentage of average daily net assets:

                                       Fee as a percentage of
Portfolio                             average daily net assets*
- --------------------------------------------------------------------------------
Alliance Capital Reserves                       .46%
Alliance Money Reserves                         .48%
Alliance Government Reserves                    .45%
Alliance Treasury Reserves                      .48%
Alliance Municipal Trust
  General Portfolio                             .50%
  New York Portfolio                            .46%
  California Portfolio                          .50%
  Connecticut Portfolio                         .43%
  New Jersey Portfolio                          .41%
  Virginia Portfolio                            .43%
  Florida Portfolio                             .42%
  Massachusetts Portfolio                       .03%
- ----------
*     Fees are stated net of waivers and/or reimbursements for each Portfolio
      except Alliance Capital Reserves and the General and California Portfolios
      of Alliance Municipal Trust. See the "Annual Portfolio Operating Expenses"
      table at the beginning of the Prospectus for more information about fee
      waivers.

      Alliance makes significant payments from its own resources, which may
include the management fees paid by the Portfolios, to compensate
broker-dealers, depository institutions, or other persons for providing
distribution assistance and administrative services and to otherwise promote the
sale of the Portfolio's shares, including paying for the preparation, printing,
and distribution of prospectuses and sales literature or other promotional
activities.


                                       12
<PAGE>

- --------------------------------------------------------------------------------
                      HOW THE PORTFOLIOS VALUE THEIR SHARES
- --------------------------------------------------------------------------------

      Each of the Portfolio's net asset value, or NAV, is expected to be
constant at $1.00 per share, although this price is not guaranteed. The NAV is
calculated at 12:00 Noon and 4:00 p.m., Eastern time, on each Portfolio business
day (i.e., each weekday exclusive of days the New York Stock Exchange or the
banks in Massachusetts are closed).

      To calculate NAV, a Portfolio's assets are valued and totaled, liabilities
subtracted, and the balance, called net assets, is divided by the number of
shares outstanding. Each Portfolio values its securities at their amortized
cost. This method involves valuing an instrument at its cost and thereafter
applying a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuating interest rates on the market value of
the investment.

Other

      Each Portfolio has two transaction times each Portfolio business day,
12:00 Noon and 4:00 p.m., Eastern time. Investments receive the full dividend
for a day if Federal funds or bank wire monies are received by State Street Bank
before 4:00 p.m., Eastern time, on that day.

      Redemption proceeds are normally wired the same business day if a
redemption request is received prior to 12:00 p.m., Eastern time. Redemption
proceeds are wired or mailed the same day 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. Shares do not earn dividends
on the day a redemption is effected.

- --------------------------------------------------------------------------------
                       DIVIDENDS, DISTRIBUTIONS, AND TAXES
- --------------------------------------------------------------------------------

      Each Portfolio's net income is calculated at 4:00 p.m., Eastern time, each
business day and paid as dividends to shareholders. The dividends are
automatically invested in additional shares in your account. These additional
shares are entitled to dividends on following days resulting in compounding
growth of income. Each Portfolio expects that its distributions will primarily
consist of net income, or, if any, short-term capital gains as opposed to
long-term capital gains. A Portfolio's dividend distributions of net income (or
short-term capital gains) that are not tax-exempt will be taxable to you as
ordinary income.

      Each year shortly after December 31, the Portfolios will send you tax
information stating the amount and type of all of their distributions for the
year.

Alliance Capital Reserves, Alliance Money Reserves, Alliance Government Reserves
and Alliance Treasury Reserves

      For Federal income tax purposes, any capital gains distributions may be
taxable to you as capital gains. Each Portfolio's distributions may be subject
to certain state and local taxes.

Alliance Municipal Trust

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

      Each investor should consult his or her own tax advisor to determine the
tax status, with regard to his or her tax situation, of distributions from the
Portfolios.

      For each Portfolio, except the New York and Connecticut Portfolios,
distributions out of income earned from U.S. Government securities will be
exempt from state personal income or other state tax as described below.

      New York Portfolio. Distributions to residents of New York out of income
earned by AMT-NY from New York municipal securities are exempt from New York
state and New York City personal income taxes.

      California Portfolio. Distributions to residents of California out of
income earned by AMT-CA from California municipal securities are exempt from
California personal income taxes.


                                       13
<PAGE>

      Connecticut Portfolio. Distributions to individuals who are residents of
Connecticut out of income earned by AMT-CT from Connecticut municipal securities
are exempt from Connecticut personal income taxes.

      New Jersey Portfolio. Distributions to residents of New Jersey out of
income earned by AMT-NJ from New Jersey municipal securities are exempt from New
Jersey state personal income taxes. Distributions from the New Jersey Portfolio
are, however, subject to the New Jersey Corporation Business (Franchise) Tax and
the New Jersey Corporation Income Tax payable by corporate shareholders.

      Virginia Portfolio. Distributions to residents of Virginia out of income
earned by AMT-VA from Virginia municipal securities are exempt from Virginia
individual, estate, trust, or corporate income tax.

      Florida Portfolio. Dividends paid by AMT-FL to individual Florida
shareholders will not be subject to Florida income tax, which is imposed only on
corporations. However, Florida currently imposes an "intangible tax" at the rate
of $2.00 per $1,000 taxable value of certain securities, such as shares of the
Portfolio, and other intangible assets owned by Florida residents. U.S.
Government securities and Florida municipal securities are exempt from this
intangible tax. It is anticipated that AMT-FL shares will qualify for exemption
from the Florida intangible tax. In order to so qualify, AMT-FL must, among
other things, have its entire portfolio invested in U.S. Government securities
and Florida municipal securities on December 31 of any year. Exempt-interest
dividends paid by AMT-FL to corporate shareholders will be subject to Florida
corporate income tax.

      Massachusetts Portfolio. Distributions to residents of Massachusetts out
of interest earned by AMT-MA from Massachusetts municipal securities are exempt
from Massachusetts state personal income taxes.

- --------------------------------------------------------------------------------
                            DISTRIBUTION ARRANGEMENTS
- --------------------------------------------------------------------------------

      The Funds have adopted a plan under Securities and Exchange Commission
Rule 12b-1 that allows the Funds to pay asset-based sales charges or
distribution and service fees in connection with the distribution of their
shares. The Funds pay these fees in the amount of 0.25% as a percent of
aggregate average daily net assets. Because these fees are paid out of a Fund's
assets on an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales fees.


                                       14
<PAGE>

- --------------------------------------------------------------------------------
                              FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

      The financial highlights table is intended to help you understand a
Portfolio's financial performance for the past five years (or, if shorter, for
the period of the Portfolio's operations). Certain information reflects
financial information for a single Portfolio share. The total return in the
table represents the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming investment of all dividends and
distributions). The information has been audited by McGladrey & Pullen LLP, the
Portfolios' independent auditors, whose report, along with the Portfolios'
financial statements, appears in the SAI, which is available upon request.

<TABLE>
<CAPTION>
                                                                                  Alliance Capital Reserves
                                                           ========================================================================
                                                                                      Year Ended June 30
                                                           ========================================================================
                                                            1999            1998            1997            1996          1995
                                                           =======         =======         =======         =======       =======
<S>                                                        <C>             <C>             <C>             <C>           <C>
Net asset value, beginning of period ...............       $  1.00         $  1.00         $  1.00         $  1.00       $  1.00
                                                           -------         -------         -------         -------       -------
Income from Investment Operations
Net investment income ..............................         .0430           .0471           .0452           .0471         .0447(a)
Net gains or losses on securities ..................         .0000           .0000           .0000           .0000         .0000
                                                           -------         -------         -------         -------       -------
Total from investment operations ...................         .0430           .0471           .0452           .0471         .0447
                                                           -------         -------         -------         -------       -------
Less: Distributions
Dividends ..........................................        (.0430)         (.0471)         (.0452)         (.0471)       (.0447)
Distributions ......................................         .0000           .0000           .0000           .0000         .0000
                                                           -------         -------         -------         -------       -------
Total distributions ................................        (.0430)         (.0471)         (.0452)         (.0471)       (.0447)
                                                           -------         -------         -------         -------       -------
Net asset value, end of period .....................       $  1.00         $  1.00         $  1.00         $  1.00       $  1.00
                                                           =======         =======         =======         =======       =======
Total Return
Total investment return based on net asset value (b)          4.40%           4.83%           4.63%           4.82%         4.57%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............       $10,278         $ 8,015         $ 5,733         $ 4,804       $ 3,024
Ratios to average net assets of:
   Expenses, net of waivers and reimbursements .....           .99%           1.00%           1.00%           1.00%         1.00%
   Expenses, before waivers and reimbursements .....           .99%           1.00%           1.00%           1.00%         1.03%
   Net investment income ...........................          4.29%           4.71%           4.53%           4.69%         4.51%(a)

- --------------------------------------------------------------------------------
</TABLE>

(a)   Net of expenses reimbursed or waived by Alliance.

(b)   Total investment return is calculated assuming an initial investment made
      at 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.


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Alliance Money Reserves
                                                      ==================================================================
                                                                                    Year Ended June 30
                                                      ==================================================================
                                                         1999          1998          1997          1996          1995
                                                      ==========    ==========    ==========    ==========    ==========

<S>                                                   <C>           <C>           <C>           <C>           <C>
Net asset value, beginning of period ...............  $     1.00    $     1.00    $     1.00    $     1.00    $     1.00
                                                      ----------    ----------    ----------    ----------    ----------
Income from Investment Operations
Net investment income (a) ..........................        .043          .047          .045          .047          .045
Net gains or losses on securities ..................        .000          .000          .000          .000          .000
                                                      ----------    ----------    ----------    ----------    ----------
Total from invest operations .......................        .043          .047          .045          .047          .045
                                                      ----------    ----------    ----------    ----------    ----------
Less: Distributions
Dividends ..........................................       (.043)        (.047)        (.045)        (.047)        (.045)
Distributions ......................................        .000          .000          .000          .000          .000
                                                      ----------    ----------    ----------    ----------    ----------
Total distributions ................................       (.043)        (.047)        (.045)        (.047)        (.045)
                                                      ----------    ----------    ----------    ----------    ----------
Net asset value, end of period .....................  $     1.00    $     1.00    $     1.00    $     1.00    $     1.00
                                                      ==========    ==========    ==========    ==========    ==========
Total Return
Total investment return based on net asset value (b)        4.39%         4.83%         4.64%         4.81%         4.50%
Ratios/Supplemental Data
Net assets, end of year (in millions) ..............  $    1,407    $    1,166    $    1,011    $      755    $    2,510
Ratios to average net assets of:
   Expenses, net of waivers and reimbursements .....        1.00%         1.00%         1.00%         1.00%         1.00%
   Expenses, before waivers and reimbursements .....        1.02%         1.02%         1.06%         1.00%         1.04%
   Net investment income (a) .......................        4.28%         4.72%         4.55%         4.80%         4.53%
</TABLE>

<TABLE>
<CAPTION>
                                                                                   Alliance Government Reserves
                                                      =============================================================================
                                                                                        Year Ended June 30
                                                      =============================================================================
                                                          1999             1998             1997           1996          1995
                                                      ===========      ===========      ===========    ===========    ==========

<S>                                                   <C>              <C>              <C>            <C>            <C>
Net asset value, beginning of period ...............  $      1.00      $      1.00      $      1.00    $      1.00    $     1.00
                                                      -----------      -----------      -----------    -----------    ----------
Income from Investment Operations
Net investment income ..............................        .0419(a)         .0463(a)         .0443          .0461(a)      .0439(a)
Net gains or losses on securities ..................        .0000            .0000            .0000          .0000         .0000
                                                      -----------      -----------      -----------    -----------    ----------
Total from investment operations ...................        .0419            .0463            .0443          .0461         .0439
                                                      -----------      -----------      -----------    -----------    ----------
Less: Distributions
Dividends ..........................................       (.0419)          (.0463)          (.0443)        (.0461)       (.0439)
Distributions ......................................        .0000            .0000            .0000          .0000         .0000
                                                      -----------      -----------      -----------    -----------    ----------
Total distributions ................................       (.0419)          (.0463)          (.0443)        (.0461)       (.0439)
                                                      -----------      -----------      -----------    -----------    ----------
Net asset value, end of period .....................  $      1.00      $      1.00      $      1.00    $      1.00    $     1.00
                                                      ===========      ===========      ===========    ===========    ==========
Total Return
Total investment return based on net asset value (b)         4.27%            4.74%            4.53%          4.72%         4.48%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $     5,583      $     4,909      $     3,762    $     3,205    $    2,514
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....         1.00%            1.00%            1.00%          1.00%         1.00%
   Expenses, before waivers and reimbursements .....         1.02%            1.01%            1.00%          1.01%         1.05%
   Net investment income ...........................         4.18%(a)         4.63%(a)         4.44%          4.60%(a)      4.42%(a)
</TABLE>

- --------------------------------------------------------------------------------

(a)   Net of expenses reimbursed or waived by Alliance.

(b)   Total investment return is calculated assuming an initial investment made
      at 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.


                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Alliance Treasury Reserves
                                                      ========================================================================
                                                                                      Year Ended June 30
                                                      ========================================================================
                                                           1999           1998           1997           1996           1995
                                                      ============   ============   ============   ============   ============

<S>                                                   <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period ...............  $       1.00   $       1.00   $       1.00   $       1.00   $       1.00
                                                      ------------   ------------   ------------   ------------   ------------
Income from Investment Operations
Net investment income (a) ..........................         .0389          .0453          .0443          .0466          .0460
Net gains or losses on securities ..................         .0000          .0000          .0000          .0000          .0000
                                                      ------------   ------------   ------------   ------------   ------------
Total from investment operations ...................         .0389          .0453          .0443          .0466          .0460
                                                      ------------   ------------   ------------   ------------   ------------
Less: Distributions
Dividends ..........................................        (.0389)        (.0453)        (.0443)        (.0466)        (.0460)
Distributions ......................................         .0000          .0000          .0000          .0000          .0000
                                                      ------------   ------------   ------------   ------------   ------------
Total distributions ................................        (.0389)        (.0453)        (.0443)        (.0466)        (.0460)
                                                      ------------   ------------   ------------   ------------   ------------
Net asset value, end of period .....................  $       1.00   $       1.00   $       1.00   $       1.00   $       1.00
                                                      ============   ============   ============   ============   ============
Total Return
Total investment return based on net asset value (b)          3.96%          4.63%          4.53%          4.77%          4.71%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $    811,752   $    740,056   $    704,084   $    700,558   $    493,702
Ratios to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%           .95%           .85%           .81%          .69%
   Expenses, before waivers and reimbursements .....          1.02%          1.01%          1.00%          1.05%         1.05%
   Net investment income (a) .......................          3.88%          4.53%          4.43%          4.64%         4.86%
</TABLE>

<TABLE>
<CAPTION>
                                                                       Alliance Municipal Trust -- General Portfolio
                                                      ========================================================================
                                                                                       Year Ended June 30
                                                      ========================================================================
                                                          1999           1998           1997           1996           1995
                                                      ============   ============   ============   ============   ============

<S>                                                   <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period ...............  $       1.00   $       1.00   $       1.00   $       1.00   $       1.00
                                                      ------------   ------------   ------------   ------------   ------------
Income from Investment Operations
Net investment income ..............................          .024           .028           .028           .029           .028(a)
Net gains or losses on securities ..................          .000           .000           .000           .000          (.003)
                                                      ------------   ------------   ------------   ------------   ------------
Total from investment operations ...................          .024           .028           .028           .029           .025
                                                      ------------   ------------   ------------   ------------   ------------
Add: Capital Contributions
Capital contributed by Alliance ....................          .000           .000           .000           .000           .003
                                                      ------------   ------------   ------------   ------------   ------------
Less: Distributions
Dividends ..........................................         (.024)         (.028)         (.028)         (.029)         (.028)
Distributions ......................................          .000           .000           .000           .000           .000
                                                      ------------   ------------   ------------   ------------   ------------
Total distributions ................................         (.024)         (.028)         (.028)         (.029)         (.028)
                                                      ------------   ------------   ------------   ------------   ------------
Net asset value, end of period .....................  $       1.00   $       1.00   $       1.00   $       1.00   $       1.00
                                                      ============   ============   ============   ============   ============
Total Return
Total investment return based on net asset value (b)          2.42%          2.85%          2.81%          2.93%          2.83%(c)
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $      1,168   $      1,196   $        980   $      1,148   $      1,189
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%           .98%           .94%           .95%           .94%
   Expenses, before waivers and reimbursements .....          1.00%           .98%           .94%           .95%           .95%
   Net investment income (a) .......................          2.38%          2.81%          2.76%          2.90%          2.78%(a)
</TABLE>

- --------------------------------------------------------------------------------

(a)   Net of expenses reimbursed or waived by Alliance.

(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)   The capital contribution by Alliance had no effect on total return.


                                       17
<PAGE>

<TABLE>
<CAPTION>
                                                                      Alliance Municipal Trust -- New York Portfolio
                                                      ========================================================================
                                                                                     Year Ended June 30
                                                      ========================================================================
                                                          1999           1998           1997           1996           1995
                                                      ============   ============   ============   ============   ============

<S>                                                   <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period ...............  $       1.00   $       1.00   $       1.00   $       1.00   $       1.00
                                                      ------------   ------------   ------------   ------------   ------------
Income from Investment Operations
Net investment income (a) ..........................          .022           .027           .027           .028           .028
Net gains or losses on securities ..................          .000           .000           .000           .000           .000
                                                      ------------   ------------   ------------   ------------   ------------
Total from investment operations ...................          .022           .027           .027           .028           .028
                                                      ------------   ------------   ------------   ------------   ------------
Less: Distributions
Dividends ..........................................         (.022)         (.027)         (.027)         (.028)         (.028)
Distributions ......................................          .000           .000           .000           .000           .000
                                                      ------------   ------------   ------------   ------------   ------------
Total distributions ................................         (.022)         (.027)         (.027)         (.028)         (.028)
                                                      ------------   ------------   ------------   ------------   ------------
Net asset value, end of period .....................  $       1.00   $       1.00   $       1.00   $       1.00   $       1.00
                                                      ============   ============   ============   ============   ============
Total Return
Total investment return based on net asset value (b)          2.24%          2.74%          2.77%          2.87%          2.84%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $    584,231   $    520,562   $    355,461   $    330,984   $    177,254
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%           .93%           .85%           .85%          .85%
   Expenses, before waivers and reimbursements .....          1.04%          1.01%          1.04%          1.03%         1.03%
   Net investment income (a) .......................          2.21%          2.69%          2.73%          2.82%         2.81%
</TABLE>

<TABLE>
<CAPTION>
                                                                      Alliance Municipal Trust -- California Portfolio
                                                      =========================================================================
                                                                                       Year Ended June 30
                                                      =========================================================================
                                                          1999           1998           1997           1996           1995
                                                      ===========    ===========    ===========    ===========    ===========

<S>                                                   <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period ...............  $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                      -----------    -----------    -----------    -----------    -----------
Income from Investment Operations
Net investment income ..............................         .022           .027(a)        .027(a)        .029(a)        .027(a)
Net gains or losses on securities ..................         .000           .000           .000           .000           .000
                                                      -----------    -----------    -----------    -----------    -----------
Total from investment operations ...................         .022           .027           .027           .029           .027
                                                      -----------    -----------    -----------    -----------    -----------
Less: Distributions
Dividends ..........................................        (.022)         (.027)         (.027)         (.029)         (.027)
Distributions ......................................         .000           .000           .000           .000           .000
                                                      -----------    -----------    -----------    -----------    -----------
Total distributions ................................        (.022)         (.027)         (.027)         (.029)         (.027)
                                                      -----------    -----------    -----------    -----------    -----------
Net asset value, end of period .....................  $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                      ===========    ===========    ===========    ===========    ===========
Total Return
Total investment return based on net asset value (b)         2.20%          2.74%          2.76%          2.91%          2.78%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $   655,644    $   422,464    $   357,148    $   297,862    $   236,479
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          .98%           .96%           .93%           .93%           .93%
   Expenses, before waivers and reimbursements .....          .98%           .97%           .96%           .94%          1.01%
   Net investment income ...........................         2.18%          2.71%(a)       2.73%(a)       2.86%(a)       2.75%(a)
</TABLE>

(a)   Net of expenses reimbursed or waived by Alliance.

(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.


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                                      Alliance Municipal Trust -- Connecticut Portfolio
                                                      ============================================================================
                                                                                     Year Ended June 30
                                                      ============================================================================
                                                          1999            1998            1997            1996            1995
                                                      ============    ============    ============    ============    ============

<S>                                                   <C>             <C>             <C>             <C>             <C>
Net asset value, beginning of period ...............  $       1.00    $       1.00    $       1.00    $       1.00    $       1.00
                                                      ------------    ------------    ------------    ------------    ------------
Income from Investment Operations
Net investment income (a) ..........................          .022            .027            .027            .028            .028
Net gains or losses on securities ..................          .000            .000            .000            .000            .000
                                                      ------------    ------------    ------------    ------------    ------------
Total from investment operations ...................          .022            .027            .027            .028            .028
                                                      ------------    ------------    ------------    ------------    ------------
Less: Distributions
Dividends ..........................................         (.022)          (.027)          (.027)          (.028)          (.028)
Distributions ......................................          .000            .000            .000            .000            .000
                                                      ------------    ------------    ------------    ------------    ------------
Total distributions ................................         (.022)          (.027)          (.027)          (.028)          (.028)
                                                      ------------    ------------    ------------    ------------    ------------
Net asset value, end of period .....................  $       1.00    $       1.00    $       1.00    $       1.00    $       1.00
                                                      ============    ============    ============    ============    ============
Total Return
Total investment return based on net asset value (b)          2.25%           2.75%           2.76%           2.88%           2.78%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $    143,401    $    124,107    $    102,612    $     95,812    $     75,991
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%            .93%            .80%            .80%            .80%
   Expenses, before waivers and reimbursements .....          1.07%           1.06%           1.10%           1.15%           1.21%
   Net investment income (a) .......................          2.22%           2.69%           2.72%           2.84%           2.77%
</TABLE>

<TABLE>
<CAPTION>
                                                                          Alliance Municipal Trust -- New Jersey Portfolio
                                                      ============================================================================
                                                                                        Year Ended June 30
                                                      ============================================================================
                                                          1999            1998            1997            1996            1995
                                                      ============    ============    ============    ============    ============

<S>                                                   <C>             <C>             <C>             <C>             <C>
Net asset value, beginning of period ...............  $       1.00    $       1.00    $       1.00    $       1.00    $       1.00
                                                      ------------    ------------    ------------    ------------    ------------
Income from Investment Operations
Net investment income (a) ..........................          .022            .026            .027            .028            .029
Net gains or losses on securities ..................          .000            .000            .000            .000            .000
                                                      ------------    ------------    ------------    ------------    ------------
Total from investment operations ...................          .022            .026            .027            .028            .029
                                                      ------------    ------------    ------------    ------------    ------------
Less: Distributions
Dividends ..........................................         (.022)          (.026)          (.027)          (.028)          (.029)
Distributions ......................................          .000            .000            .000            .000            .000
                                                      ------------    ------------    ------------    ------------    ------------
Total distributions ................................         (.022)          (.026)          (.027)          (.028)          (.029)
                                                      ------------    ------------    ------------    ------------    ------------
Net asset value, end of period .....................  $       1.00    $       1.00    $       1.00    $       1.00    $       1.00
                                                      ============    ============    ============    ============    ============
Total Return
Total investment return based on net asset value (b)          2.21%           2.67%           2.72%           2.89%           2.93%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $    220,865    $    151,617    $    123,579    $     98,098    $     74,133
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%            .94%            .85%            .82%            .74%
   Expenses, before waivers and reimbursements .....          1.09%           1.07%           1.12%           1.19%           1.29%
   Net investment income (a) .......................          2.16%           2.63%           2.68%           2.84%           2.98%
</TABLE>

- --------------------------------------------------------------------------------

(a)   Net of expenses reimbursed or waived by Alliance.

(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.


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                   Alliance Municipal Trust -- Virginia Portfolio
                                                      ========================================================================
                                                                                                   October 25,
                                                                Year Ended June 30                   1994 (a)
                                                      =========================================      through
                                                         1999            1998          1997            1996      June 30, 1995
                                                      ===========    ===========    ===========    ===========   =============

<S>                                                   <C>            <C>            <C>            <C>            <C>
Net asset value, beginning of period ...............  $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                      -----------    -----------    -----------    -----------    -----------
Income from Investment Operations
Net investment income (b) ..........................         .023           .029           .028           .029           .023
Net gains or losses on securities ..................         .000           .000           .000           .000           .000
                                                      -----------    -----------    -----------    -----------    -----------
Total from investment operations ...................         .023           .029           .028           .029           .023
                                                      -----------    -----------    -----------    -----------    -----------
Less: Distributions
Dividends ..........................................        (.023)         (.029)         (.028)         (.029)         (.023)
Distributions ......................................         .000           .000           .000           .000           .000
                                                      -----------    -----------    -----------    -----------    -----------
Total distributions ................................        (.023)         (.029)         (.028)         (.029)         (.023)
                                                      -----------    -----------    -----------    -----------    -----------
Net asset value, end of period .....................  $      1.00    $      1.00    $      1.00    $      1.00    $      1.00
                                                      ===========    ===========    ===========    ===========    ===========
Total Return
Total investment return based on net asset value (c)         2.34%          2.90%          2.83%          2.97%          2.37%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $   113,932    $   123,822    $    78,775    $    89,557    $    66,921
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....         1.00%           .93%           .80%           .78%           .44%(d)
   Expenses, before waivers and reimbursements .....         1.07%          1.03%          1.15%          1.15%          1.30%(d)
   Net investment income (b) .......................         2.34%          2.86%          2.78%          2.91%          3.48%(d)
</TABLE>

<TABLE>
<CAPTION>
                                                               Alliance Municipal Trust -- Florida Portfolio
                                                      =============================================================
                                                                                                       July 28,
                                                      ============================================     1995 (a)
                                                                   Year Ended June 30                   through
                                                          1999            1998            1997        June 30, 1996
                                                      ============    ============    ============    =============

<S>                                                   <C>             <C>             <C>             <C>
Net asset value, beginning of period ...............  $       1.00    $       1.00    $       1.00    $       1.00
                                                      ------------    ------------    ------------    ------------
Income from Investment Operations
Net investment income (b) ..........................          .024            .028            .030            .030
Net gains or losses on securities ..................          .000            .000            .000            .000
                                                      ------------    ------------    ------------    ------------
Total from investment operations ...................          .024            .028            .030            .030
                                                      ------------    ------------    ------------    ------------
Less: Distributions
Dividends ..........................................         (.024)          (.028)          (.030)          (.030)
Distributions ......................................          .000            .000            .000            .000
                                                      ------------    ------------    ------------    ------------
Total distributions ................................         (.024)          (.028)          (.030)          (.030)
                                                      ------------    ------------    ------------    ------------
Net asset value, end of period .....................  $       1.00    $       1.00    $       1.00    $       1.00
                                                      ============    ============    ============    ============
Total Return
Total investment return based on net asset value (c)          2.41%           2.87%           3.03%           3.07%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $    136,916    $    113,095    $     89,149    $     91,179
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%            .93%            .65%            .58%(d)
   Expenses, before waivers and reimbursements .....          1.08%           1.06%           1.10%           1.24%(d)
   Net investment income (b) .......................          2.36%           2.82%           2.97%           3.12%(d)
</TABLE>

- --------------------------------------------------------------------------------

(a)   Commencement of operations.

(b)   Net of expenses reimbursed or waived by Alliance.

(c)   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. Total investment return
      calculated for a period less than one year is not annualized.

(d)   Annualized.


                                       20
<PAGE>

<TABLE>
<CAPTION>
                                                                Alliance Municipal Trust --
                                                                  Massachusetts Portfolio
                                                      =============================================
                                                                                        April 17,
                                                           Year Ended June 30            1997 (a)
                                                      ============================       through
                                                          1999            1998        June 30, 1997
                                                      ============    ============    =============
<S>                                                   <C>             <C>             <C>
Net asset value, beginning of period ...............  $       1.00    $       1.00    $       1.00
                                                      ------------    ------------    ------------
Income from Investment Operations
Net investment income (b) ..........................          .023            .028            .007
Net gains or losses on securities ..................          .000            .000            .000
                                                      ------------    ------------    ------------
Total from investment operations ...................          .023            .028            .007
                                                      ------------    ------------    ------------
Less: Distributions
Dividends ..........................................         (.023)          (.028)          (.007)
Distributions ......................................          .000            .000            .000
                                                      ------------    ------------    ------------
Total distributions ................................         (.023)          (.028)          (.007)
                                                      ------------    ------------    ------------
Net asset value, end of period .....................  $       1.00    $       1.00    $       1.00
                                                      ============    ============    ============
Total Return
Total investment return based on net asset value (c)          2.31%           2.83%           0.72%
Ratios/Supplemental Data
Net assets, end of period (in millions) ............  $     50,480    $     27,832    $     15,046
Ratio to average net assets of:
   Expenses, net of waivers and reimbursements .....          1.00%            .85%            .50%(d)
   Expenses, before waivers and reimbursements .....          1.47%           1.37%           2.99%(d)
   Net investment income (b) .......................          2.26%           2.80%           3.47%(d)
</TABLE>

- --------------------------------------------------------------------------------

(a)   Commencement of operations.

(b)   Net of expenses reimbursed or waived by Alliance.

(c)   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. Total investment return
      calculated for a period less than one year is not annualized.

(d)   Annualized.


                                       21
<PAGE>

For more information about the Portfolios, the following documents are available
upon request:

o Annual/Semi-Annual Reports to Shareholders
The Portfolios' annual and semi-annual reports to shareholders contain
additional information on the Portfolios' investments.

o Statement of Additional Information (SAI)
The Portfolios have SAIs, which contain more detailed information about the
Portfolios, including their operations and investment policies. The Portfolios'
SAIs are incorporated by reference into (and are legally part of) this
Prospectus.

You may request free copies of current annual/semi-annual reports or SAIs, or
make inquires concerning the Portfolios, by contacting your broker or other
financial intermediary, or by contacting Alliance:

By mail:             c/o Alliance Fund Services, Inc.
                     P.O. Box 1520, Secaucus,
                     New Jersey 07096

By phone:            For Information and Literature:
                     (800) 824-1916

Or you may view or obtain these documents from the Securities and Exchange
Commission:

In person:           at the SEC's Public Reference
                     Room in Washington, D.C.

By phone:            (202) 942-8090
                     (for information on the operation
                     of the Public Reference Room only)

By mail:             Public Reference Section
                     Securities and Exchange
                     Commission
                     Washington, DC 20549-6009
                     (duplicating fee required)

By electronic-mail:  [email protected]
                     (duplicating fee required)

On the Internet:     www.sec.gov


                                       22
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