ALLIANCE GOVERNMENT RESERVES INC
497, 2000-06-28
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     This is filed pursuant to Rule 497(e).
     File Nos.: 2-63315 and 811-02889


PURCHASES

BY SWEEP. Your Janney Montgomery Scott Central Asset Account ("Account") will
be coded to sweep cash balances into shares of the Portfolio you have selected.
There is no minimum investment for your Account. Free credit balances arising
in your Account from dividend payments, interest payments and other credits
will be invested in the selected Portfolio on the business day after posting.
Free credit balances arising from the sale of securities will be invested into
the selected Portfolio on the settlement day. Sufficient monies to pay for
security purchases which have not yet settled will be held back and not
invested in the Portfolio.

BY CHECK. Mail or deliver your check to Janney Montgomery Scott who will
deposit it into your Account. Please indicate your account number on the check.
Checks deposited incur a two day hold before being invested into your Account.

REDEMPTIONS

BY CHECK. You must first complete an application which you can obtain from your
Investment Consultant. The check writing service enables you to receive the
daily dividends declared on the shares to be redeemed until the day that your
check is presented for payment. With this service, you may write checks made
payable to any payee.

BY SWEEP. A sufficient number of shares will be redeemed automatically on the
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
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 Government Reserves                                            8
     Alliance Municipal Trust                                                8
     Risk Considerations                                                     9
MANAGEMENT OF THE PORTFOLIOS                                                10
HOW THE PORTFOLIOS VALUE THEIR SHARES                                       11
DIVIDENDS, DISTRIBUTIONS, AND TAXES                                         12
DISTRIBUTION ARRANGEMENTS                                                   13
FINANCIAL HIGHLIGHTS                                                        13


JANNEYPRO1199






JANNEY A TRADITION OF EXCELLENCE SINCE 1832
   MONTGOMERY
      SCOTT LLC



PRESENTS...



     ALLIANCE CAPITAL RESERVES
     ALLIANCE GOVERNMENT RESERVES
     ALLIANCE MUNICIPAL TRUST

          -  GENERAL PORTFOLIO
          -  CALIFORNIA PORTFOLIO
          -  CONNECTICUT PORTFOLIO
          -  FLORIDA PORTFOLIO
          -  MASSACHUSETTS PORTFOLIO
          -  NEW JERSEY PORTFOLIO
          -  NEW YORK PORTFOLIO
          -  PENNSYLVANIA PORTFOLIO
          -  VIRGINIA PORTFOLIO



PROSPECTUS
NOVEMBER 1, 1999
(JUNE 26, 2000 WITH RESPECT TO
ALLIANCE MUNICIPAL TRUST -
PENNSYLVANIA PORTFOLIO)



1801 Market Street
Philadelphia, PA 19103-1675

Member NYSE/NASD/SIPC


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.






RISK/RETURN SUMMARY

The following is a summary of certain key information about the Portfolios. You
will find additional information about the Portfolios, including a detailed
description of the risks of an investment in the Portfolios, after this summary.

OBJECTIVES: The investment objectives of each of the Portfolios are--in the
following order of priority--safety of principal, 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.

Each state-specific Portfolio of Alliance Municipal Trust pursues its
objectives by investing primarily in municipal securities issued by the
particular state, i.e., with respect to the Pennsylvania Portfolio, municipal
securities issued by the Commonwealth of Pennsylvania (which is referred to in
this Prospectus as Pennsylvania) and its political subdivisions.

PRINCIPAL INVESTMENT STRATEGY: The Portfolios are "money market funds" that
seek to maintain a stable net asset value of $1.00 per share. Alliance Capital
Reserves pursues its objectives by investing in a portfolio of high-quality,
U.S. dollar-denominated money market securities. Alliance Government Reserves
pursues its objectives by investing in a portfolio of high-quality, U.S.
Government (including its agencies and instrumentalities) and other U.S.
dollar-denominated money market securities. Each Portfolio of Alliance
Municipal Trust pursues its objectives by investing in a portfolio of
high-quality municipal securities, i.e., with respect to the Pennsylvania
Portfolio, high quality municipal securities of Pennsylvania issuers. 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. 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 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. For example, because the Pennsylvania Portfolio invests
primarily in municipal securities of Pennsylvania issuers, it is vulnerable to
events adversely affecting Pennsylvania's economy including developments
impacting particularly significant service sectors, including trade, medical
and health services, education and financial institutions and dominant
industries, including agriculture and related businesses.

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


2


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 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, other than the Pennsylvania Portfolio of Alliance Municipal
Trust, 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 Investment Consultant.


ALLIANCE CAPITAL RESERVES (ACR)

PERFORMANCE TABLE
          1 YEAR         5 YEARS       10 YEARS
--------------------------------------------------
           4.71%          4.50%          5.02%
--------------------------------------------------


BAR CHART


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


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).


3


ALLIANCE GOVERNMENT RESERVES (AGR)
PERFORMANCE TABLE
          1 YEAR         5 YEARS       10 YEARS
--------------------------------------------------
           4.60%          4.41%          4.89%
--------------------------------------------------


BAR CHART


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


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 MUNICIPAL TRUST

GENERAL PORTFOLIO (AMT-GEN)
PERFORMANCE TABLE
          1 YEAR         5 YEAR        10 YEAR
--------------------------------------------------
           2.67%          2.62%          3.28%
--------------------------------------------------


BAR CHART


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


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).


NEW YORK PORTFOLIO (AMT-NY)
PERFORMANCE TABLE
          1 YEAR         5 YEAR        10 YEAR
--------------------------------------------------
           2.48%          2.66%          3.26%
--------------------------------------------------


BAR CHART


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


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).


4


CALIFORNIA PORTFOLIO (AMT-CA)
PERFORMANCE TABLE
          1 YEAR         5 YEAR        10 YEAR
--------------------------------------------------
           2.48%          2.65%          3.19%
--------------------------------------------------


BAR CHART


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


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.


BAR CHART


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


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).


NEW JERSEY PORTFOLIO (AMT-NJ)
PERFORMANCE TABLE
                                           SINCE
                         1 YEAR        INCEPTION*
--------------------------------------------------
                          2.44%          2.70%
--------------------------------------------------
*    INCEPTION DATE: 2/7/94.


BAR CHART


   n/a     n/a     n/a     n/a     n/a     n/a    3.13%   2.69%   2.78%   2.44%
-------------------------------------------------------------------------------
   89      90      91      92      93      94      95      96      97      98
                                                            Calendar Year End


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).


5


VIRGINIA PORTFOLIO (AMT-VA)
PERFORMANCE TABLE
                                           SINCE
                         1 YEAR        INCEPTION*
--------------------------------------------------
                          2.60%          2.94%
--------------------------------------------------
*    INCEPTION DATE: 10/25/94.


BAR CHART


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


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


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


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


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


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).



There is no performance table or bar chart for the Pennsylvania Portfolio
because it has not completed a full calendar year of operations.


6


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 FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)--NONE

ANNUAL PORTFOLIO OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM PORTFOLIO
ASSETS)


<TABLE>
<CAPTION>
                   ACR     AGR    AMT-GEN  AMT-NY  AMT-CA  AMT-CT  AMT-NJ  AMT-VA  AMT-FL  AMT-MA  AMT-PA
                  -----   -----   -------  ------  ------  ------  ------  ------  ------  ------  ------
<S>              <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
Management Fees    .46%    .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%
Other Expenses*    .29%    .30%    .25%     .29%    .25%    .32%    .34%    .32%    .33%    .72%    .52%
Total Portfolio
  Operating
  Expenses*       1.00%   1.02%   1.00%    1.04%   1.00%   1.07%   1.09%   1.07%   1.08%   1.47%   1.27%
Waiver and/or
  Expense
  Reimbursement*  (.00)%  (.02)%  (.00)%   (.04)%  (.00)%  (.07)%  (.09)%  (.07)%  (.08)%  (.47)%  (.27)%
Net Expenses      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     AGR   AMT-GEN AMT-NY  AMT-CA  AMT-CT  AMT-NJ  AMT-VA  AMT-FL  AMT-MA  AMT-PA
                 ------  ------  ------- ------  ------  ------  ------  ------  ------  ------  ------
<S>              <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
1 Year           $  102  $  102  $  102  $  102  $  102  $  102  $  102  $  102  $  102  $  102  $  102
3 Years          $  318  $  318  $  318  $  318  $  318  $  318  $  318  $  318  $  318  $  318  $  318
5 years          $  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      --
</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
Expenses" are based on estimated amounts for the current fiscal year with
respect to AMT-PA.


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

This section of the Prospectus provides a more complete description of the
investment objectives, 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

The investment objectives of each Portfolio are safety of principal, liquidity
and, to the extent consistent with these objectives, maximum current income
(exempt from income taxation to the extent described in this Prospectus with
respect to each Portfolio of Alliance Municipal Trust).

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)


7


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;

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 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 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").

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).


8


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).

PENNSYLVANIA PORTFOLIO. AMT-PA seeks maximum current income exempt from Federal
and Commonwealth of Pennsylvania 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 Pennsylvania or its political
subdivisions. AMT-PA 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.

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, credit risk and, with
respect to each Portfolio of Alliance Municipal Trust, municipal market 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


9


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. For example, because AMT-PA invests
primarily in municipal securities issued by Pennsylvania or its political
subdivisions, it is vulnerable to events adversely affecting Pennsylvania's
economy. Agricultural industries, including agribusiness and food related
industries, are economically important and may be affected by extreme weather
conditions, blight and disease, and changing regulatory requirements and
consumer demands. Pennsylvania also has a strong service sector, including
trade, medical and health services, education and financial institutions, which
may be particularly sensitive to inflationary factors. The Pennsylvania
government is a major employer and, as such, is subject to changing budget
restraints. 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) 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
including (with respect to ACR, AGR, AMT-MA and AMT-PA) illiquid restricted
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.


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.


10


Under its Advisory Agreement with the Portfolios, Alliance provides investment
advisory services and order placement facilities for the Portfolios. For these
advisory services, each of the following Portfolios 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 Government Reserves                 .45%
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.

AMT-PA (which was not yet in existence during the fiscal year ended June 30,
1999) pays Alliance a fee at an annualized rate of .50 of 1% of the first $1.25
billion of the average daily net value of its net assets, .49 of 1% of the next
$.25 billion of such assets, .48 of 1% of the next $.25 billion of such assets,
 .47 of 1% of the next $.25 billion of such assets, .46 of 1% of the next $1
billion of such assets and .45 of 1% of the average daily value of its net
assets in excess of $3 billion.

Alliance makes significant payments from its own resources, which may include
the management fees paid by the Portfolios, to compensate your broker-dealer,
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.


HOW THE PORTFOLIOS VALUE THEIR SHARES

Each of the Portfolio's net asset value, or NAV, which is the price at which
shares of the Portfolios are sold and redeemed, 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.


11


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 AND ALLIANCE GOVERNMENT 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 tax 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.

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.


12


PENNSYLVANIA PORTFOLIO. It is anticipated that substantially all of the
dividends paid by AMT-PA will be exempt from Pennsylvania personal and
fiduciary income taxes, the Philadelphia School District investment net income
tax and the Pennsylvania corporate net income tax. Distributions of capital
gains will be subject to Pennsylvania individual, fiduciary and corporate
income taxes, but will not be taxable for purposes of the Philadelphia School
District investment net income tax. AMT-PA shares are included for purposes of
determining a corporation's capital stock value subject to the Pennsylvania
capital stock/franchise tax.


DISTRIBUTION ARRANGEMENTS

The Portfolios have adopted a plan under Securities and Exchange Commission
Rule 12b-1 that allows the Portfolios to pay asset-based sales charges or
distribution and service fees in connection with the distribution of their
shares. The Portfolios 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
Portfolio'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.


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.) No information is provided for AMT-PA because
it was not established until after June 30, 1999. 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 as of June 30, 1999, 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.


13


<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>



<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 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.


14


<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.


15


<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.


16


<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,
                                                                 Year Ended June 30              1995 (a)
                                                          ==================================     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%        307%
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)  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)  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.


17


<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.


18


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 Investment
Consultant, 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 Securities and Exchange Commission'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


File Nos. 811-2835 (ACR); 811-2888 (AGR); 811-3586 (AMT)


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