ALLIANCE MUNICIPAL TRUST
497, 1996-11-13
Previous: BAY COMMERCIAL SERVICES, 10QSB, 1996-11-13
Next: SILICON VALLEY RESEARCH INC, 10-Q, 1996-11-13






<PAGE>

This is filed pursuant to Rule 497(c).
File Nos. 002-79807 and 811-03586.



<PAGE>


<PAGE>
 
                                 YIELD MESSAGES
 For current recorded yield information on Alliance Municipal Trust, call on a
 touch-tone telephone toll-free (800) 251-0539 and press the following sequence
 of keys:

 [1] [#]      [1] [#]      [6] [4][#]       for the General Portfolio,
            
 [1] [#]      [1] [#]      [4] [9][#]      for the New York Portfolio,
 
 [1] [#]      [1] [#]      [3] [0][#]    for the California Portfolio,

 [1] [#]      [1] [#]      [2] [8][#]   for the Connecticut Portfolio,
 
 [1] [#]      [1] [#]      [9] [2][#]    for the New Jersey Portfolio,

 [1] [#]      [1] [#]      [2] [1][#]      for the Virginia Portfolio,

 [1] [#]      [1] [#]      [6] [6][#]       for the Florida Portfolio.
 
 For non-touch-tone telephones, call toll-free (800) 221-9513.

  The Fund, an open-end investment company with investment objectives of
 safety, liquidity and tax-free income, consists of the General Portfolio which
 is diversified, and the New York, California, Connecticut, New Jersey,
 Virginia and Florida Portfolios, each of which is non-diversified. Shares of
 the New York, California, Connecticut, New Jersey, Virginia and Florida Port-
 folios are offered only to residents of each such respective state. This
 prospectus sets forth the information about each Portfolio that a prospective
 investor should know before investing. Please retain it for future reference.

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

  A "Statement of Additional Information," dated November 1, 1996, which
 provides a further discussion of certain areas in this prospectus and other
 matters which may be of interest to some investors, has been filed with the
 Securities and Exchange Commission and is incorpo-rated herein by reference.
 For a free copy, call (800) 221-5672 or write Alliance Fund Services, Inc. at
 the address shown on page 12.

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.

 (R)This registered service mark used under license from the owner, Alliance
 Capital Management L.P.
 
 
 CONTENTS
<TABLE>
  <S>                                                                        <C>
  Expense Information.......................................................   2
  Financial Highlights......................................................   3
  Investment Objectives and Policies........................................   7
  Purchase and Redemption of Shares.........................................   9
  Additional Information....................................................  10
</TABLE>
 
 ALLIANCE
 MUNICIPAL
 TRUST
 
- --------------------------------------------------------------------------------
 
 
                   [LOGO OF ALLIANCE CAPITAL APPEARS HERE]
 
 
 PROSPECTUS
 NOVEMBER 1, 1996
 
 ALC64PRO6
<PAGE>
 
                              EXPENSE INFORMATION
 
SHAREHOLDER TRANSACTION EXPENSES
 
  The Fund has no sales load on purchases or reinvested dividends, deferred
sales load, redemption fee or exchange fee.
 
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING
EXPENSES                  



                                                     GEN       NY        CA        CT        NJ        VA        FL
(as a percentage of average net assets, after     PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
expense  reimbursement)                           --------- --------- --------- --------- --------- --------- ---------
<S>                                              <C>       <C>       <C>       <C>       <C>       <C>       <C>
  Management Fees..........................           .50%      .50%      .50%      .50%      .50%      .50%      .50%
  12b-1 Fees...............................           .25       .25       .25       .25       .25       .25       .25
  Other Expenses...........................           .25       .25       .25       .25       .25       .25       .25
                                                     ----      ----      ----      ----      ----      ----      ----
  Total Fund Operating
   Expenses................................          1.00%     1.00%     1.00%     1.00%     1.00%     1.00%     1.00%
</TABLE>
 
EXAMPLE
 
  You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return (cumulatively through the end of each time period):
 
<TABLE>
<CAPTION>
                                  1 YEAR 3 YEARS 5 YEARS 10 YEARS
                                  ------ ------- ------- --------
           <S>                    <C>    <C>     <C>     <C>
             General Portfolio...  $10     $32     $55     $122
             NY Portfolio........  $10     $32     $55     $122
             CA Portfolio........  $10     $32     $55     $122
             CT Portfolio........  $10     $32     $55     $122
             NJ Portfolio........  $10     $32     $55     $122
             VA Portfolio........  $10     $32     $55     $122
             FL Portfolio........  $10     $32     $55     $122
</TABLE>
 
  The purpose of the foregoing table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear directly
and indirectly. The expenses listed in the table for the CT, NJ, VA and FL
Portfolios are net of the contractual reimbursement by the Adviser described in
this prospectus. The expenses of such Portfolios before such reimbursements and
fee waivers, would be: CT Portfolio: Management Fees--.50%, 12b-1 Fees--.25%,
Other Expenses--.37% and Total Operating Expenses--1.12%; NJ Portfolio: Manage-
ment Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.37% and Total Operating Ex-
penses--1.12%; VA Portfolio: Management Fees--.50%; 12b-1 Fees--.25%, Other Ex-
penses--.38% and Total Operating Expenses--1.13% and; FL Portfolio: Management
Fees--.50%, 12b-1 Fees--.25%, Other Expenses--.34% and Total Operating Ex-
penses--1.09%. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES; ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
                                       2
<PAGE>
 
FINANCIAL HIGHLIGHTS . FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD (AUDITED)
 
  The following tables have been audited by McGladrey & Pullen LLP, the Fund's
independent auditors, whose report thereon appears in the Statement of Addi-
tional Information. The following information should be read in conjunction
with the financial statements and related notes included in the Statement of
Additional Information.
 
<TABLE>
<CAPTION>
                                                           GENERAL PORTFOLIO
                          ------------------------------------------------------------------------------------------------
                                                                                                         YEAR ENDED
                                        YEAR ENDED JUNE 30,                           SIX MONTHS        DECEMBER 31,
                          ---------------------------------------------------------      ENDED      ----------------------
                           1996    1995       1994    1993    1992    1991    1990   JUNE 30, 1989   1988    1987    1986
                          ------  ------     ------  ------  ------  ------  ------  -------------  ------  ------  ------
<S>                       <C>     <C>        <C>     <C>     <C>     <C>     <C>     <C>            <C>     <C>     <C>
Net asset value,
 beginning of period....  $ 1.00  $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00     $ 1.00      $ 1.00  $ 1.00  $ 1.00
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income..    .029    .028       .018    .020    .034    .046    .055       .030        .047    .041    .044
 Net realized and
  unrealized loss on
  investments...........     -0-   (.003)       -0-     -0-     -0-     -0-     -0-        -0-         -0-     -0-     -0-
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
 Net increase in net
  asset value from
  operations............    .029    .025       .018    .020    .034    .046    .055       .030        .047    .041    .044
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
ADD: CAPITAL
 CONTRIBUTIONS
 Capital Contributed by
  the Adviser...........     -0-    .003        -0-     -0-     -0-     -0-     -0-        -0-         -0-     -0-     -0-
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
LESS: DISTRIBUTIONS
 Dividends from net
  investment income.....   (.029)  (.028)     (.018)  (.020)  (.034)  (.046)  (.055)     (.030)      (.047)  (.041)  (.044)
                          ------  ------     ------  ------  ------  ------  ------     ------      ------  ------  ------
 Net asset value, end of
  period................  $ 1.00  $ 1.00     $ 1.00  $ 1.00  $ 1.00  $ 1.00  $ 1.00     $ 1.00      $ 1.00  $ 1.00  $ 1.00
                          ======  ======     ======  ======  ======  ======  ======     ======      ======  ======  ======
TOTAL RETURNS
 Total investment return
  based on net asset
  value(a)..............    2.93%   2.83%(c)   1.81%   2.05%   3.48%   4.71%   5.65%      6.13%(b)    4.81%   4.18%   4.50%
RATIOS/SUPPLEMENTAL DATA
 Net assets, end of
  period (in millions)..  $1,148  $1,189     $1,134  $1,016    $914    $883    $798       $695        $633    $690    $794
 Ratio to average net
  assets of:
 Expense, net of waivers
  and reimbursements....     .95%    .94%       .92%    .92%    .92%    .89%    .83%       .84%(b)     .83%    .80%    .80%
 Expense, before waivers
  and reimbursements....     .95%    .95%       .94%    .94%    .95%    .95%    .93%       .94%(b)     .93%    .90%    .90%
 Net investment
  income(d).............    2.90%   2.78%      1.80%   2.02%   3.40%   4.57%   5.50%      5.96%(b)    4.69%   4.08%   4.31%
</TABLE>
- -------
(a) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(b) Annualized.
(c) The capital contribution by the Adviser has no effect on total return.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       3

<PAGE>
 
<TABLE>
<CAPTION>
                                                              NEW YORK PORTFOLIO
                          ---------------------------------------------------------------------------------------------------
                                                                                                               YEAR ENDED
                                              YEAR ENDED JUNE 30,                              SIX MONTHS     DECEMBER 31,
                          ------------------------------------------------------------------      ENDED      ----------------
                            1996      1995      1994      1993      1992     1991     1990    JUNE 30, 1989   1988     1987
                          --------  --------  --------  --------  --------  -------  -------  -------------  -------  -------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>      <C>      <C>            <C>      <C>
Net asset value,
 beginning of period....    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00   $ 1.00      $ 1.00      $ 1.00   $ 1.00
                          --------  --------  --------  --------  --------  -------  -------     -------     -------  -------
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment
  income................      .028      .028      .018      .019      .034     .042     .051        .027        .041     .036
                          --------  --------  --------  --------  --------  -------  -------     -------     -------  -------
LESS DISTRIBUTIONS
 Dividends from net
  investment income.....     (.028)    (.028)    (.018)    (.019)    (.034)   (.042)   (.051)      (.027)      (.041)   (.036)
                          --------  --------  --------  --------  --------  -------  -------     -------     -------  -------
 Net asset value, end of
  period................    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00   $ 1.00   $ 1.00      $ 1.00      $ 1.00   $ 1.00
                          ========  ========  ========  ========  ========  =======  =======     =======     =======  =======
TOTAL RETURNS
 Total investment return
  based on net asset
  value(b)..............      2.87%     2.84%     1.77%     1.94%     3.47%    4.32%    5.26%       5.61%(c)    4.14%    3.71%
RATIOS/SUPPLEMENTAL DATA
 Net assets, end of
  period (000's
  omitted)..............  $330,984  $177,254  $162,839  $100,529  $100,476  $71,748  $62,536     $41,910     $41,335  $58,684
 Ratio to average net
  assets of:
 Expenses, net of
  waivers and
  reimbursements........       .85%      .85%      .84%      .80%      .80%     .80%     .80%        .85%(c)    1.00%     .87%
 Expenses, before
  waivers and
  reimbursements........      1.03%     1.03%     1.08%     1.06%     1.12%    1.15%    1.18%       1.35%(c)    1.33%     .97%
 Net investment
  income(d).............      2.82%     2.81%     1.77%     1.91%     3.35%    4.20%    5.13%       5.45%(c)    4.03%    3.62%
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
<TABLE>
<CAPTION>
                                                               CALIFORNIA PORTFOLIO
                          -------------------------------------------------------------------------------------------------------
                                               YEAR ENDED JUNE 30,                               SIX MONTHS      JUNE 2, 1988(A)
                          --------------------------------------------------------------------      ENDED            THROUGH
                            1996      1995      1994      1993      1992      1991      1990    JUNE 30, 1989   DECEMBER 31, 1988
                          --------  --------  --------  --------  --------  --------  --------  -------------   -----------------
<S>                       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>             <C>
Net asset value,
 beginning of period....    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00      $ 1.00            $ 1.00
                          --------  --------  --------  --------  --------  --------  --------    --------          --------
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income..      .029      .027      .018      .020      .032      .043      .050        .029              .030
                          --------  --------  --------  --------  --------  --------  --------    --------          --------
LESS: DISTRIBUTIONS
 Dividends from net
  investment income.....     (.029)    (.027)    (.018)    (.020)    (.032)    (.043)    (.050)      (.029)            (.030)
                          --------  --------  --------  --------  --------  --------  --------    --------          --------
 Net asset value, end of
  period................    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00      $ 1.00            $ 1.00
                          ========  ========  ========  ========  ========  ========  ========    ========          ========
TOTAL RETURNS
 Total investment return
  based on net asset
  value(b)..............      2.91%     2.78%     1.83%     2.05%     3.26%     4.43%     5.17%       6.02%(c)          5.20%(c)
RATIOS/SUPPLEMENTAL DATA
 Net assets, end of
  period (000's
  omitted)..............  $297,862  $236,479  $219,673  $156,200  $121,317  $111,957  $104,097    $242,124          $103,390
 Ratio to average net
  assets of:
 Expenses, net of
  waivers and
  reimbursements........       .93%      .93%      .93%      .93%      .95%     1.00%      .99%        .92%(c)           .89%(c)
 Expenses, before
  waivers and
  reimbursements........       .94%     1.01%     1.02%     1.02%     1.05%     1.10%     1.09%       1.02%(c)          1.10%(c)
 Net investment
  income(d).............      2.86%     2.75%     1.82%     2.01%     3.18%     4.32%     5.03%       5.90%(c)          5.21%(c)
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       4

<PAGE>
 
<TABLE>
<CAPTION>
                                                CONNECTICUT PORTFOLIO
                          ------------------------------------------------------------------------
                                        YEAR ENDED JUNE 30,                     JANUARY 5, 1990(A)
                          ----------------------------------------------------       THROUGH
                           1996     1995     1994     1993     1992     1991      JUNE 30, 1990
                          -------  -------  -------  -------  -------  -------  ------------------
<S>                       <C>      <C>      <C>      <C>      <C>      <C>      <C>
Net asset value,
 beginning of period ...   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00        $ 1.00
                          -------  -------  -------  -------  -------  -------       -------
INCOME FROM INVESTMENT
 OPERATIONS
 Net investment income..     .028     .028     .017     .020     .033     .045          .026
                          -------  -------  -------  -------  -------  -------       -------
LESS: DISTRIBUTIONS
 Dividends from net
  investment income.....    (.028)   (.028)   (.017)   (.020)   (.033)   (.045)        (.026)
                          -------  -------  -------  -------  -------  -------       -------
 Net asset value, end of
  period................   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00        $ 1.00
                          =======  =======  =======  =======  =======  =======       =======
TOTAL RETURNS
 Total investment return
  based on net asset
  value(b)..............     2.88%    2.78%    1.71%    2.00%    3.35%    4.57%         5.53%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
 period (000's omitted).  $95,812  $75,991  $57,314  $56,224  $54,751  $48,482       $27,945
Ratio to net assets of:
 Expenses, net of
  waivers and...........      .80%     .80%     .77%     .70%     .58%     .44%          .19%(c)
 Expenses, before
  waivers and
  reimbursements........     1.15%    1.21%    1.21%    1.16%    1.22%    1.16%         1.10%(c)
 Net investment
  income(d).............     2.84%    2.77%    1.69%    1.97%    3.28%    4.39%         5.39%(c)
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
<TABLE>
<CAPTION>
                                                 NEW JERSEY PORTFOLIO
                                          -------------------------------------
                                            YEAR ENDED
                                             JUNE 30,       FEBRUARY 7, 1994(A)
                                          ----------------        THROUGH
                                           1996     1995       JUNE 30, 1994
                                          -------  -------  -------------------
<S>                                       <C>      <C>      <C>
Net asset value, beginning of period.....  $ 1.00   $ 1.00         $ 1.00
                                          -------  -------        -------
INCOME FROM INVESTMENT OPERATIONS
 Net investment income...................    .028     .029           .008
                                          -------  -------        -------
LESS: DISTRIBUTIONS
 Dividends from net investment income....   (.028)   (.029)         (.008)
                                          -------  -------        -------
 Net asset value, end of period..........  $ 1.00   $ 1.00         $ 1.00
                                          =======  =======        =======
TOTAL RETURNS
 Total investment return based on net as-
  set value(b)...........................    2.89%    2.93%          2.08%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omit-
 ted).................................... $98,098  $74,133        $36,909
Ratio to average net assets of:
 Expenses, net of waivers and reimburse-
  ments..................................     .82%     .74%           .70%(c)
 Expenses, before waivers and reimburse-
  ments..................................    1.19%    1.29%          1.93%(c)
 Net investment income(d)................    2.84%    2.98%          2.07%(c)
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and
    redemption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                       5

<PAGE>
 
<TABLE>
<CAPTION>
                                      VIRGINIA PORTFOLIO       FLORIDA PORTFOLIO
                                  ---------------------------  -----------------
                                                 OCTOBER 25
                                                   1994(A)     JULY 28, 1995(A)
                                   YEAR ENDED      THROUGH          THROUGH
                                  JUNE 30, 1996 JUNE 30, 1995    JUNE 30, 1996
                                  ------------- -------------  -----------------
<S>                               <C>           <C>            <C>
Net asset value, beginning of
 period.........................      $ 1.00        $ 1.00           $ 1.00
 
                                     -------       -------          -------
INCOME FROM INVESTMENT OPERA-
 TIONS
Net investment income...........        .029          .023             .030
 
                                     -------       -------          -------
LESS DISTRIBUTIONS
Dividends from net investment
 income.........................       (.029)        (.023)           (.030)
 
                                     -------       -------          -------
Net asset value, end of period..      $ 1.00        $ 1.00           $ 1.00
 
                                     =======       =======          =======
TAX RETURNS
Total investment return based on
 net asset value (b)............        2.97%         3.48%(c)         3.32%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's
 omitted).......................     $89,557       $66,921          $91,179
Ratio to average net assets of:
 Expenses, net of waivers and
  reimbursements................         .78%          .44%(c)          .58%
 Expenses, before waivers and
  reimbursements................        1.15%         1.30%(c)         1.24%
 Net investment income(d).......        2.91%         3.48%(c)         3.12%
</TABLE>
- -------
(a) Commencement of operations.
(b) Total investment return is calculated assuming an initial investment made
    at the net asset value at the beginning of the period, reinvestment of all
    dividends and distributions at net asset value during the period, and re-
    demption on the last day of the period.
(c) Annualized.
(d) Net of expenses reimbursed or waived by the Adviser.
 
                                ---------------
 
  From time to time the Fund advertises its "yield" and "effective yield."
Both yield figures are based on historical earnings and are not intended to
indicate future performance. To calculate the "yield," the amount of dividends
paid on a share during a specified seven-day period is assumed to be paid each
week over a 52-week period and is shown as a percentage of the investment. To
calculate "effective yield," which will be higher than the "yield" because of
compounding, the dividends paid are assumed to be reinvested. Dividends for
the General Portfolio for the seven days ended June 30, 1996, after expense
reimbursement, amounted to an annualized yield of 2.74%, equivalent to an ef-
fective yield of 2.78%. Absent expense reimbursement, the annualized yield for
this period would have been 2.69%, equivalent to an effective yield of 2.73%.
Dividends for the New York Portfolio for the seven days ended June 30, 1996,
after expense reimbursement, amounted to an annualized yield of 2.68%, equiva-
lent to an effective yield of 2.72%. Absent expense reimbursement, the
annualized yield for this period would have been 2.16%, equivalent to an ef-
fective yield of 2.18%. Dividends for the California Portfolio for the seven
days ended June 30, 1996, after expense reimbursement, amounted to an
annualized yield of 2.64%, equivalent to an effective yield of 2.68%. Absent
expense reimbursement, the annualized yield for this period would have been
2.56%, equivalent to an effective yield of 2.59%. Dividends for the Connecti-
cut Portfolio for the seven days ended June 30, 1996, after expense reimburse-
ment, amounted to an annualized yield of 2.67%, equivalent to an effective
yield of 2.71%. Absent expense reimbursement, the annualized yield for this
period would have been 2.31%, equivalent to an effective yield of 2.34%. Divi-
dends for the New Jersey Portfolio for the seven days ended June 30, 1996, af-
ter expense reimbursement, amounted to an annualized yield of 2.61%, equiva-
lent to an effective yield of 2.64%. Absent expense reimbursement, the
annualized yield for this period would have been 2.24%, equivalent to an ef-
fective yield of 2.27%. Dividends for the Virginia Portfolio for the seven
days ended June 30, 1996, after expense reimbursement, amounted to an
annualized yield of 2.73%, equivalent to an effective yield of 2.77%. Absent
expense reimbursement, the annualized yield for this period would have been
2.49%, equivalent to an effective yield of 2.52%. Dividends for the Florida
Portfolio for the seven days ended June 30, 1996, after expense reimbursement,
amounted to an annualized yield of 2.92%, equivalent to an effective yield of
2.96%. Absent expense reimbursement, the annualized yield for this period
would have been 2.49%, equivalent to an effective yield of 2.52%.
 
                                       6

<PAGE>

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

                       INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVES
 
  Alliance Municipal Trust (the "Fund") consists of seven distinct Portfolios,
the General, New York, California, Connecticut, New Jersey, Virginia and Flor-
ida Portfolios (each a "Portfolio"), each of which issues a separate class of
shares. The investment objectives of each Portfolio are safety of principal,
liquidity and, to the extent consistent with these objectives, maximum current
income that is exempt from income taxation to the extent described below. As a
matter of fundamental policy, each Portfolio, except the Florida Portfolio,
pursues its objectives by investing in high quality municipal securities having
remaining maturities of one year (397 days with respect to the New Jersey and
Virginia Portfolios) or less, which maturities may extend to 397 days and, ex-
cept when a Portfolio assumes a temporary defensive position, at least 80% of
each such Portfolio's total assets will be invested in such securities (as op-
posed to the taxable investments described below). The Florida Portfolio pur-
sues its objectives by investing in high quality municipal securities having
remaining maturities of 397 days or less (which maturities may extend to such
greater length of time as may be permitted from time to time pursuant to Rule
2a-7 under the Investment Company Act of 1940, as amended (the "Act"), and, ex-
cept when the Portfolio assumes a temporary defensive position, as a matter of
fundamental policy, at least 80% of the Portfolio's total assets will be in-
vested in municipal securities (as opposed to the taxable investments described
above). While the fundamental policies described above and the "other fundamen-
tal investment policies" identified below may not be changed for a Portfolio
without the approval of its shareholders, the other investment policies set
forth in this prospectus may be changed upon notice but without such approval.
Normally, substantially all of each Portfolio's income will be tax-exempt as
described below (e.g., for 1995, 100% of the income of each Portfolio was
exempt from Federal income taxes; the Florida Portfolio had not yet been
established). The average weighted maturity of each Portfolio cannot exceed 90
days. The Fund may in the future establish additional portfolios which may have
different invest-ment objectives.
 
  The General Portfolio seeks maximum current income that is exempt from Fed-
eral income taxes by investing principally in a diversified portfolio of high
quality municipal securities. Such income may be subject to state or local in-
come taxes.
 
  The New York Portfolio seeks maximum current income that is exempt from Fed-
eral, New York state and New York City personal income taxes by investing, as a
matter of fundamental policy, not less than 65% of its total assets in a port-
folio of high quality municipal securities issued by New York state or its po-
litical subdivisions.
 
  The California Portfolio seeks maximum current income that is exempt from
Federal and California state personal income taxes by investing, as a matter of
fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of California or its po-
litical subdivisions.
 
  The Connecticut Portfolio seeks maximum current income that is exempt from
Federal and Connecticut state personal income taxes by investing, as a matter
of fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of Connecticut or its po-
litical subdivisions.
 
  The New Jersey Portfolio seeks maximum current income that is exempt from
Federal and New Jersey state personal income taxes by investing, as a matter of
fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the State of New Jersey or its po-
litical subdivisions. The New Jersey Portfolio will invest not less than 80% of
its net assets in securities the interest on which is exempt from New Jersey
personal income taxes [i.e. New Jersey municipal securities and obligations of
the U.S. Government, its agencies and instrumentalities ("U.S. Government Secu-
rities")]. In
 
                                       7
<PAGE>
 
addition, during periods when Alliance Capital Management L.P. (the "Adviser")
believes that New Jersey municipal securities that meet the New Jersey Portfo-
lio's standards are not available, it may invest a portion of its assets in
securities whose interest payments are only federally tax-exempt.
 
  The Virginia Portfolio seeks maximum current income that is exempt from Fed-
eral and Virginia state personal income taxes by investing, as a matter of
fundamental policy, not less than 65% of its total assets in a portfolio of
high quality municipal securities issued by the Commonwealth of Virginia or
its political subdivisions.
 
  The Florida Portfolio seeks maximum current income that is exempt from Fed-
eral income tax and State of Florida intangible tax by investing not less than
65% of its total assets in a portfolio of high-qual-
ity municipal securities issued by Florida or its political subdivisions.
 
  Each Portfolio of the Fund may invest without limitation in tax-exempt mu-
nicipal securities subject to the alternative minimum tax (the "AMT").
 
  Under current Federal income tax law, (1) interest on tax-exempt municipal
securities issued after August 7, 1986 which are "specified private activity
bonds," and the proportionate share of any exempt-interest dividends paid by a
regulated investment company which receives interest from such specified pri-
vate activity bonds, will be treated as an item of tax preference for purposes
of the AMT imposed on individuals and corporations, though for regular Federal
income tax purposes such interest will remain fully tax-exempt, and (2) inter-
est on all tax-exempt obligations will be included in "adjusted current earn-
ings" of corporations for AMT purposes. Such bonds have provided, and may con-
tinue to provide, somewhat higher yields than other comparable municipal secu-
rities. See below, "Daily Dividends, Other Distributions, Taxes."
 
  There can be no assurance that the Portfolios will achieve their investment
objectives. Potential investors in the New York, California, Connecticut, New
Jersey, Virginia and Florida Portfolios should consider the greater risk of
the concentration of such Portfolios versus the safety that comes with less
concentrated investments and should compare yields available on portfolios of
the relevant state's issues with those of more diversified portfolios, includ-
ing other states' issues, before making an investment decision. The Adviser
believes that by maintaining each Portfolio's investments in liquid, short-
term, high quality investments, each Portfolio is largely insulated from the
credit risks that exist on long-term municipal securities of the relevant
state. See the Statement of Additional Information for a more detailed discus-
sion of the financial condition of New York, California, Connecticut, New Jer-
sey, Virginia and Florida.
 
MUNICIPAL SECURITIES
 
  The municipal securities in which each Portfolio invests include municipal
notes and short-term municipal bonds. Municipal notes are generally used to
provide for short-term capital needs and generally have maturities of one year
or less. Examples include tax anticipation and revenue anticipation notes,
which are generally issued in anticipation of various seasonal revenues, bond
anticipation notes, and tax-exempt commercial paper. Short-term municipal
bonds may include general obligation bonds, which are secured by the issuer's
pledge of its faith, credit and taxing power for payment of principal and in-
terest, and revenue bonds, which are generally paid from the revenues of a
particular facility or a specific excise or other source.
 
  A Portfolio may invest in variable rate obligations whose interest rates are
adjusted either at predesignated periodic intervals or whenever there is a
change in the market rate to which the security's interest rate is tied. Such
adjustments minimize changes in the market value of the obligation and, ac-
cordingly, enhance the ability of the Portfolio to maintain a stable net asset
value. Variable rate securities purchased may include participation interests
in industrial development bonds backed by letters of credit of Federal Deposit
Insurance Corporation member banks having total assets of more than $1 bil-
lion. The letters of credit of any single bank in respect of all variable rate
obligations will not cover more than 10% of a Portfolio's total assets.
 
                                       8

<PAGE>
 
                       
 
  All of the Fund's municipal securities at the time of purchase are rated
within the two highest quality ratings of Moody's Investors Service, Inc. (Aaa
and Aa, MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's Corpora-
tion (AAA and AA or SP-1 and SP-2), or judged by the Adviser to be of compara-
ble quality. Securities must also meet credit standards applied by the Advis-
er.
 
  To further enhance the quality and liquidity of the securities in which the
Portfolios invest, such securities frequently are supported by credit and li-
quidity enhancements, such as letters of credit, from third party financial
institutions. The Adviser continuously monitors the credit quality of such
third parties; however, changes in the credit quality of such a financial in-
stitution could cause a Portfolio's investments backed by that institution to
lose value and affect a Portfolio's share price.
 
  The Fund will comply with Rule 2a-7 under the Investment Company Act of 1940
(the "Act"), as amended from time to time, including the diversification,
quality and maturity limitations imposed by the Rule. A more detailed descrip-
tion of Rule 2a-7 is set forth in the Fund's Statement of Additional Informa-
tion.
 
  A Portfolio also may invest in stand-by commitments, which may involve cer-
tain expenses and risks, but such commitments are not expected to comprise more
than 5% of any Portfolio's net assets. A Portfolio may commit up to 15% of its
net assets to the purchase of when-issued securities. The Fund's custo-dian will
maintain, in a separate account of the respective Portfolio, liquid high-grade
debt securities having value equal to, or greater than, such when-issued
securities. The price of when-issued securities, which is generally ex-pressed
in yield terms, is fixed at the time the commitment to purchase is made, but
delivery and payment for such securities takes place at a later time. Normally
the settlement date occurs from within ten days to one month after the purchase
of the issue. The value of when-issued securities may fluctuate prior to their
settlement, thereby creating an unrealized gain or loss to a Portfolio.
 
TAXABLE INVESTMENTS
 
  The taxable investments in which the Fund may invest include obligations of
the U.S. Government and its agencies, high quality certificates of deposit and
bankers' acceptances, prime commercial paper, and repurchase agreements.
 
OTHER FUNDAMENTAL INVESTMENT POLICIES
 
  To reduce investment risk, the General Portfolio may not invest more than
25% of its total assets in municipal securities whose issuers are located in
the same state, and no Portfolio may invest more than 25% of its total assets
in municipal securities the interest upon which is paid from revenues of simi-
lar-type projects; a Portfolio may not invest more than 5% of its total assets
in the securities of any one issuer except the U.S. Government, although (i)
with respect to 25% of its total assets the General Portfolio may invest up to
10% per issuer, and (ii) the New York, California, Connecticut, New Jersey,
Virginia and Florida Portfolios may invest 50% of their respective total as-
sets in as few as four issuers (but no more than 25% of total assets in any
one issuer); and a Portfolio may not purchase more than 10% of any class of
the voting securities of any one issuer except those of the U.S. Government.

- --------------------------------------------------------------------------------
                       PURCHASE AND REDEMPTION OF SHARES
- --------------------------------------------------------------------------------

OPENING ACCOUNTS
 
  Instruct your Account Executive to open an account in the Fund in conjunc-
tion with your brokerage account.
 
SUBSEQUENT INVESTMENTS
 
 A. BY CHECK THROUGH YOUR BROKERAGE FIRM
 
  Mail or deliver your check made payable to your brokerage firm to your Ac-
count Executive who will deposit it into your brokerage account. Please indi-
cate your account number on the check.
 
                                       9
<PAGE>
 
                             
 
 B. BY SWEEP
 
  Your brokerage firm may offer an automatic "sweep" for the Fund in the opera-
tion of brokerage cash accounts for its customers. Contact your Account Execu-
tive to determine if a sweep is available and what the sweep parameters are.
 
REDEMPTIONS
 
 A. BY CHECKWRITING
 
  With this service, you may write checks made payable to any payee in any
amount of $100 or more. Checks cannot be written for more than the principal
balance (not including any accrued dividends) in your account. You must first
fill out the Signature Card, which you can obtain from your Account Executive.
There is no additional charge for the checkwriting service. The checkwriting
service enables you to receive the daily dividends declared on the shares to be
redeemed until the day that your check is presented for payment.
 
 B. BY SWEEP
 
  If your brokerage firm offers an automatic sweep service, the sweep will au-
tomatically transfer from your Fund account sufficient cash to cover any debit
balance that may occur in your cash account for any reason.
 
OPENING AN ACCOUNT DIRECTLY WITH THE FUND; SHAREHOLDER SERVICES
 
  If you wish to obtain an Application Form to open an account directly with
the Fund or if you have any questions about the Form, purchasing shares or
other Fund procedures, please telephone the Fund toll-free (800) 221-5672.
 
  For more information on the purchase and redemption of Fund shares, as well
as shareholder services, see the Statement of Additional Information.

- --------------------------------------------------------------------------------
                            ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

 SHARE PRICE. Shares of each Portfolio are sold and redeemed on a continuous
basis without sales or redemption charges at their net asset value which is ex-
pected to be constant at $1.00 per share, although this price is not guaran-
teed. The net asset value of each Portfolio's shares is determined each busi-
ness day at 12:00 Noon and 4:00 p.m. (New York time). The net asset value per
share of a Portfolio is calculated by taking the sum of the value of that Port-
folio's investments (amortized cost value is used for this purpose) and any
cash or other assets, subtracting liabilities, and dividing by the total number
of shares of that Portfolio outstanding. All expenses, including the fees pay-
able to the Adviser, are accrued daily.
 
 TIMING OF INVESTMENTS AND REDEMPTIONS. The Fund has two transaction times each
business day, 12:00 Noon and 4:00 p.m. (New York time). New investments repre-
sented by Federal funds or bank wire monies received by State Street Bank at
any time during a day prior to 4:00 p.m. are entitled to the full dividend to
be paid to shareholders for that day. Shares do not earn dividends on the day a
redemption is effected regardless of whether the redemption order is received
before or after 12:00 Noon. However, if you wish to have Federal funds wired
the same day as your telephone redemption request, make sure that your request
will be received by the Fund prior to 12:00 Noon.
 
 During periods of drastic economic or market developments, such as the market
break of October 1987, it is possible that shareholders would have difficulty
in reaching Alliance Fund Services, Inc. by telephone (although no such diffi-
culty was apparent at any time in connection with the 1987 market break). If a
shareholder were to experience such difficulty, the shareholder should issue
written instructions to Alliance Fund Services, Inc. at the address shown on
page 12 of this prospectus. The Fund reserves the right to suspend or terminate
its telephone redemption service at any time without notice. Neither the Fund
nor the Adviser, or Alliance Fund Services, Inc. will be responsible for the
authenticity of telephone requests for redemptions that the Fund reasonably be-
lieves to be genuine. The Fund will employ reasonable procedures in order to
verify that telephone requests for redemp-
 
                                       10
<PAGE>
 
tions are genuine, including among others, recording such telephone instruc-
tions and causing written confirmations of the resulting transactions to be
sent to shareholders. If the Fund did not employ such procedures, it could be
liable for losses arising from unauthorized or fraudulent telephone instruc-
tions. Selected dealers or agents may charge a commission for handling tele-
phone requests for redemptions.
 
 Redemption proceeds are normally wired or mailed either the same or the next
business day, but in no event later than seven days, unless redemptions have
been suspended or postponed due to the determination of an "emergency" by the
Securities and Exchange Commission or to certain other unusual conditions.
 
 If your Fund shares are not maintained through a financial intermediary, pro-
ceeds from any subsequent redemption by you of Fund shares that were purchased
by check or electronic funds transfer will not be forwarded to you until the
Fund is reasonably assured that your check or electronic funds transfer has
cleared, up to fifteen days following the purchase date. If the redemption re-
quest during such period is in the form of a Fund check, the check will be
marked "insufficient funds" and be returned unpaid to the presenting bank.
 
 MINIMUMS. The Fund has minimums of $1,000 for initial investments, $100 for
subsequent investments and a $500 minimum maintenance balance for each account.
These minimums do not apply to shareholder accounts maintained through broker-
age firms or other financial institutions, as such financial intermediaries may
maintain their own minimums. The Fund imposes a service charge upon financial
intermediaries to reflect the relatively higher costs of small accounts and
small transactions; these intermediaries may in turn pass on such charges to
affected accounts. Accounts not maintained through a financial intermediary are
notified of low balances and required to increase their balance or be subject
to liquidation of their account. See the Statement of Additional Information
for further information.
 
 DAILY DIVIDENDS, OTHER DISTRIBUTIONS, TAXES. All net income of each Portfolio
is determined each business day at 4:00 p.m. (New York time) and is paid imme-
diately thereafter pro rata to shareholders of that Portfolio of record via au-
tomatic investment in additional full and fractional shares of that Portfolio
in each shareholder's account. As such additional shares are entitled to divi-
dends on following days, a compounding growth of income occurs.
 
 A Portfolio's net income consists of all accrued interest income on Portfolio
assets less the Portfolio's expenses applicable to that dividend period. Real-
ized gains and losses of a Portfolio are reflected in its net asset value and
are not included in net income.
 
 Distributions to you out of tax-exempt interest income earned by each Portfo-
lio are not subject to Fed-eral 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 Fed-
eral individual and corporate AMT. Distributions to residents of New York out
of income earned by the New York Portfolio from New York municipal securities
are exempt from New York state and New York City personal income taxes. Distri-
butions to residents of California out of income earned by the California Port-
folio from California municipal securities are exempt from California personal
income taxes. Distributions to individuals who are residents of Connecticut out
of income earned by the Connecticut Portfolio from Connecticut municipal secu-
rities are exempt from Connecticut personal income taxes. Distributions to res-
idents of New Jersey out of income earned by the New Jersey Portfolio from New
Jersey municipal securities or U.S. Government Securities are exempt from New
Jersey state personal income taxes. Distributions from the New Jersey Portfolio
are, however, subject to the New Jersey Corporation Business (Franchise) Tax
and the New Jersey Corporation Income Tax payable by corporate shareholders.
Distributions to residents of Virginia out of income earned by the Virginia
Portfolio from Virginia municipal securities or obligations of the United
States or any authority, commission or instrumentality of the United States are
exempt from Virginia individual, estate, trust, or corporate income tax. Divi-
dends paid by the Florida Portfolio to individual Florida shareholders
 
                                       11

<PAGE>
 
will not be subject to Florida income tax, which is imposed only on corpora-
tions. 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. Gov-
ernment securities and Florida municipal securities are exempt from this in-
tangible tax. It is anticipated that the Florida Portfolio shares will qualify
for exemption from the Florida intangible tax. In order to so qualify, the
Florida Portfolio must, among other things, have its entire portfolio invested
in U.S. Government securities and Florida municipal securities on December 31
of any year. Exempt-interest dividends paid by the Florida Portfolio to corpo-
rate shareholders will be subject to Florida corporate income tax. Distribu-
tions out of taxable interest income, other investment income, and short-term
capital gains are taxable to you as ordinary income and distributions of long-
term capital gains, if any, are taxable as long-term capital gains irrespec-
tive of the length of time you may have held your shares. Distributions of
short and long-term capital gains, if any, are normally made near year-end.
Each year shortly after December 31, the Fund will send you tax information
stating the amount and type of all its distributions for the year just ended.
 
 THE ADVISER. The Fund retains Alliance Capital Management L.P., 1345 Avenue
of the Americas, New York, NY 10105 under an Advisory Agreement to provide in-
vestment advice and, in general, to supervise the Fund's management and in-
vestment program, subject to the general control of the Trustees of the Fund.
For the fiscal year ended June 30, 1996, the General, New York, California,
Connecticut, New Jersey and Virginia Portfolios each paid the Adviser an Advi-
sory fee at an annual rate of .50 of 1%, .42 of 1%, .50 of 1%, .25 of 1%, .23
of 1% and .22 of 1%, respectively, of the average daily value of the net as-
sets of each Portfolio.
 
 Under a Distribution Services Agreement (the "Agreement"), the Fund pays the
Adviser at a maximum annual rate of .25 of 1% of the Fund's aggregate average
daily net assets. For the fiscal year ended June 30, 1996, the General, New
York, California, Connecticut, New Jersey, Virginia and Florida Portfolios
each paid the Adviser a distribution fee at an annual rate of .25 of 1%, .15
of 1%, .24 of 1%, .15 of 1%, .15 of 1%, .15 of 1% and .15 of 1%, respectively,
of the average daily value of the net assets of each Portfolio. Substantially
all such monies (together with significant amounts from the Adviser's own re-
sources) are paid by the Adviser to broker-dealers and other financial inter-
mediaries for their distribution assistance and to banks and other depository
institutions for administrative and accounting services provided to the Fund,
with any remaining amounts being used to partially defray other expenses in-
curred by the Adviser in distributing Fund shares. The Fund believes that the
administrative services provided by depository institutions are permissible
activities under present banking laws and regulations and will take appropri-
ate actions (which should not adversely affect the Fund or its shareholders)
in the future to maintain such legal conformity should any changes in, or in-
terpretations of, such laws or regulations occur.
 
 The Adviser will reimburse the Fund to the extent that the combined net ex-
penses of the Fund's Portfolios (including the Adviser's fee and expenses in-
curred under the Agreement) exceed 1% of its average daily net assets for any
fiscal year.
 
 CUSTODIAN, TRANSFER AGENT AND DISTRIBUTOR. State Street Bank and Trust Compa-
ny, P.O. Box 1912, Boston, MA 02105, is the Fund's Custodian. Alliance Fund
Services, Inc., P.O. Box 1520, Secaucus NJ 07096-1520 and Alliance Fund Dis-
tributors, Inc., 1345 Avenue of the Americas, New York, NY 10105, are the
Fund's Transfer Agent and Distributor, respectively. The transfer agent
charges a fee for its services.
 
 FUND ORGANIZATION. The Fund is an open-end management investment company reg-
istered under the Act. The Fund was reorganized as a Massachusetts business
trust in April 1985, having previously been a Maryland corporation since for-
mation in January 1983. The Fund's activities are supervised by its Trustees.
Normally, shares of each Portfolio are entitled to one vote, and vote as a
single series on matters that affect the Portfolios in substantially the same
manner. Massachusetts law does not require annual meetings of shareholders and
it is anticipated that shareholder meetings will be held only when required by
Federal law. Shareholders have available certain procedures for the removal of
Trustees.
 
                                      12





<PAGE>

This is filed pursuant to Rule 497(c).
File Nos. 002-79807 and 811-03586.



<PAGE>

(Logo) (R)                             ALLIANCE MUNICIPAL TRUST
                                                                 
P.O. Box 1520, Secaucus, New Jersey  07096-1520
Toll Free (800) 221-5672
                                                                

               STATEMENT OF ADDITIONAL INFORMATION
                        November 1, 1996

                                                                 

                        TABLE OF CONTENTS
                                                             Page
Investment Objectives and Policies . . . . . . .                2

Investment Restrictions  . . . . . . . . . . . .               54

Management . . . . . . . . . . . . . . . . . . .               57

Purchase and Redemption of Shares  . . . . . . .               70

Additional Information . . . . . . . . . . . . .               73

Daily Dividends-Determination of Net Asset Value               76

Taxes  . . . . . . . . . . . . . . . . . . . . .               78

General Information  . . . . . . . . . . . . . .               80

Appendix A-Description of Municipal Securities .               88

Appendix B-Description of Securities Ratings . .               90

Financial Statements and Independent Auditors Report             

    This Statement of Additional Information is not a prospectus
but supplements and should be read in conjunction with the Fund's
current Prospectus dated November 1, 1996.  A copy of the
Prospectus may be obtained by contacting the Fund at the address
or telephone number shown above.

(R) This registered service mark used under license from the
owner, Alliance Capital Management L.P.



<PAGE>

                                                                 

               INVESTMENT OBJECTIVES AND POLICIES
                                                                 

         Alliance Municipal Trust (the "Fund") is an open-end
management investment company.  The Fund consists of seven
distinct Portfolios, the General Portfolio, the New York
Portfolio, the California Portfolio, the Connecticut Portfolio,
the New Jersey Portfolio, the Virginia Portfolio and the Florida
Portfolio (each a "Portfolio"), each of which is, in effect, a
separate fund issuing a separate class of shares. The investment
objectives of each Portfolio are safety of principal, liquidity
and, to the extent consistent with these objectives, maximum
current income that is exempt from income taxation to the extent
described below.  As a matter of fundamental policy, each
Portfolio, except the Florida Portfolio, pursues its objectives
by investing in high-quality municipal securities having
remaining maturities of one year (397 days with respect to the
New Jersey and Virginia Portfolios), or less, which maturities
may extend to 397 days and, except when a Portfolio assumes a
temporary defensive position, at least 80% of each such
Portfolio's total assets will be so invested.  The Florida
Portfolio pursues its objectives by investing in high quality
municipal securities having remaining maturities of 397 days or
less (which maturities may extend to such greater length of time
as may be permitted from time to time pursuant to Rule 2a-7 under
the Investment Company Act of 1940, as amended (the "Act"), and,
except when the Portfolio assumes a temporary defensive position,
as a matter of fundamental policy, at least 80% of the
Portfolio's total assets will be invested in municipal
securities.  While no Portfolio may change the "fundamental"
policies described above or the other fundamental investment
policies described in a separate section below under "Investment
Restrictions" without shareholder approval, the other investment
policies set forth in this Statement of Additional Information
may be changed by a Portfolio upon notice but without such
approval.  Normally, substantially all of each Portfolio's assets
will generate tax-exempt income as described below; for example,
in 1995, 100% of the income of each Portfolio (the Florida
Portfolio had not yet been established) was exempt from Federal
income taxes.  The Fund may in the future establish additional
portfolios which may have different investment objectives.  There
can be no assurance, as is true with all investment companies,
that any Portfolio will achieve its investment objectives.

         General Portfolio.  To the extent consistent with its
other investment objectives, the General Portfolio seeks maximum
current income that is exempt from Federal income taxes by
investing principally in a diversified portfolio of high-quality



                                2



<PAGE>

municipal securities.  Such income may be subject to state or
local income taxes.

         New York Portfolio.  To the extent consistent with its
other investment objectives, the New York Portfolio seeks maximum
current income that is exempt from Federal, New York State and
New York City personal income taxes by investing principally in a
non-diversified portfolio of high-quality municipal securities
issued by New York State or its political subdivisions.  Except
when the New York Portfolio assumes a temporary defensive
position, at least 65% of its total assets will, as a matter of
fundamental policy, be so invested.  Shares of the New York
Portfolio are offered only to New York State residents.

         California Portfolio.  To the extent consistent with its
other investment objectives, the California Portfolio seeks
maximum current income that is exempt from both Federal income
taxes and California personal income tax by investing principally
in a non-diversified portfolio of high-quality municipal
securities issued by the State of California or its political
subdivisions.  Except when the California Portfolio assumes a
temporary defensive position, at least 65% of its total assets
will, as a matter of fundamental policy, be so invested.  Shares
of the California Portfolio are available only to California
residents.

         Connecticut Portfolio.  To the extent consistent with
its other investment objectives, the Connecticut Portfolio seeks
maximum current income that is exempt from Federal and
Connecticut personal income taxes investing principally in a
non-diversified portfolio of high-quality municipal securities
issued by Connecticut or its political subdivisions.  Except when
the Portfolio assumes a temporary defensive position, at least
65% of its total assets will, as a matter of fundamental policy,
be so invested.  Shares of the Connecticut Portfolio are offered
only to Connecticut residents.

         New Jersey Portfolio.  To the extent consistent with its
other investment objectives, the Portfolio seeks maximum current
income that is exempt from Federal and New Jersey State personal
income taxes by investing principally in a non-diversified
portfolio of high-quality municipal securities issued by the
State of New Jersey or its political subdivisions.  Except when
the Portfolio assumes a temporary defensive position, at least
65% of its total assets will, as a matter of fundamental policy,
be so invested.  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 taxes [i.e. New Jersey municipal
securities and obligations of the U.S. Government, its agencies
and instrumentalities ("U.S. Government Securities")].  In
addition, during periods when Alliance Capital Management L.P.,


                                3



<PAGE>

the Fund's Adviser, (the "Adviser") believes that New Jersey
municipal securities that meet the Portfolio's standards are not
available, the Portfolio may invest a portion of its assets in
securities whose interest payments are only federally tax-exempt.
Shares of the Portfolio are offered only to New Jersey residents.

         Virginia Portfolio.  To the extent consistent with its
other investment objectives, the Virginia Portfolio seeks maximum
current income that is exempt from both Federal income taxes and
Virginia personal income tax by investing principally in a
non-diversified portfolio of high-quality municipal securities
issued by the State of Virginia or its political subdivisions.
Except when the Virginia Portfolio assumes a temporary defensive
position, at least 65% of its total assets will, as a matter of
fundamental policy, be so invested.  Shares of the Virginia
Portfolio are available only to Virginia residents.

         Florida Portfolio.  To the extent consistent with its
other investment objectives, the Florida Portfolio seeks maximum
current income that is exempt from both Federal income taxes and
State of Florida intangible tax by investing principally in a
non-diversified portfolio of high-quality municipal securities
issued by the State of Florida or its political subdivisions.
Except when the Portfolio assumes a temporary defensive position,
at least 65% of its total assets will be so invested.  Shares of
the Portfolio are available only to Florida residents.

         New York, California, Connecticut, New Jersey, Virginia
and Florida Portfolios.  Apart from the risks associated with
investment in any money market fund seeking tax-exempt income,
such as default by municipal issuers and fluctuation in
short-term interest rates, investors in the New York, California,
Connecticut, New Jersey, Virginia and Florida Portfolios should
consider the greater risks of each Portfolio's concentration
versus the safety that comes with a less concentrated investment
portfolio and should compare yields available on portfolios of
New York, California, Connecticut, New Jersey, Virginia and
Florida issues, respectively, with those of more diversified
portfolios, including other states' issues, before making an
investment decision.  Each of such Portfolios is a
non-diversified investment company and, accordingly, the
permitted concentration of investments may present greater risks
than in the case of a diversified company.  (See below "Special
Risk Factors of Concentration in a Single State.")

         To the extent suitable New York, California,
Connecticut, New Jersey, Virginia and Florida municipal
securities, as applicable, are not available for investment by
the respective Portfolio, the respective Portfolio may purchase
municipal securities issued by other states and political
subdivisions.  The dividends designated as derived from interest


                                4



<PAGE>

income on such municipal securities generally will be exempt from
Federal income taxes but, with respect to: (i) non-New York
municipal securities owned by the New York Portfolio, will be
subject to New York State and New York City personal income
taxes; (ii) non-California municipal securities owned by the
California Portfolio, will be subject to California personal
income taxes; (iii) non-Connecticut municipal securities owned by
the Connecticut Portfolio, will be subject to Connecticut
personal income taxes; (iv) non-New Jersey municipal securities
owned by the Portfolio, will be subject to New Jersey personal
income taxes; (v) non-Virginia municipal securities owned by the
Virginia Portfolio, will be subject to Virginia personal income
taxes and (vi) non-Florida municipal securities owned by the
Florida Portfolio, will be subject to Florida personal income
taxes.

Municipal Securities

         The term "municipal securities," as used in the
Prospectus and this Statement of Additional Information, means
obligations issued by or on behalf of states, territories, and
possessions of the United States or their political subdivisions,
agencies and instrumentalities, the interest from which is exempt
(subject to the alternative minimum tax) from Federal income
taxes.  The municipal securities in which the Fund invests are
limited to those obligations which at the time of purchase:

         1.   are backed by the full faith and credit of the
United States; or

         2.   are municipal notes rated MIG-1/VMIG-1 or
MIG-2/VMIG-2 by Moody's Investors Service, Inc. ("Moody's") or
SP-1 or SP-2 by Standard and Poor's Corporation ("S&P"), or, if
not rated, are of equivalent investment quality as determined by
Alliance Capital Management L.P., the Fund's investment adviser
(the "Adviser") and ultimately reviewed by the Trustees; or

         3.   are municipal bonds rated Aa or higher by Moody's,
AA or higher by S&P or, if not rated, are of equivalent
investment quality as determined by the Adviser and ultimately
reviewed by the Trustees; or

         4.   are other types of municipal securities, provided
that such obligations are rated Prime-1 by Moody's, A-1 or higher
by S&P or, if not rated, are of equivalent investment quality as
determined by the Adviser and ultimately reviewed by the
Trustees.  (See Appendix A for a description of municipal
securities and Appendix B for a description of these ratings.)





                                5



<PAGE>

Rule 2a-7 under the Act

         Each Portfolio of the Fund will comply with Rule 2a-7
under the Investment Company Act of 1940 (the "Act"), as amended
from time to time, including the diversification, quality and
maturity limitations imposed by the Rule.

         Currently, pursuant to Rule 2a-7, each Portfolio of the
Fund may invest only in U.S. dollar-denominated "eligible
securities" (as that term is defined in the Rule) that have been
determined by the Adviser to present minimal credit risks
pursuant to procedures approved by the Trustees.  Generally, an
eligible security is a security that (i) has a remaining maturity
of 397 days or less and (ii) is rated, or is issued by an issuer
with short-term debt outstanding that is rated, in one of the two
highest rating categories by two nationally recognized
statistical rating organizations ("NRSROs") or, if only one NRSRO
has issued a rating, by that NRSRO.  A security that originally
had a maturity of greater than 397 days is an eligible security
if the issuer has outstanding short-term debt that would be an
eligible security.  Unrated securities may also be eligible
securities if the Adviser determines that they are of comparable
quality to a rated eligible security pursuant to guidelines
approved by the Trustees.  A description of the ratings of some
NRSROs appears in Appendix B attached hereto.

         No Portfolio will invest 25% or more of its total assets
in the securities of non-governmental issuers conducting their
principal business activities in any one industry.

Alternative Minimum Tax

         Each Portfolio of the Fund may invest without limitation
in tax-exempt municipal securities subject to the alternative
minimum tax (the "AMT").  Under current Federal income tax law,
(1) interest on tax-exempt municipal securities issued after
August 7, 1986 which are "specified private activity bonds," and
the proportionate share of any exempt-interest dividend paid by a
regulated investment company which receives interest from such
specified private activity bonds, will be treated as an item of
tax preference for purposes of the AMT imposed on individuals and
corporations, though for regular Federal income tax purposes such
interest will remain fully tax-exempt, and (2) interest on all
tax-exempt obligations will be included in "adjusted current
earnings" of corporations for AMT purposes.  Such private
activity bonds ("AMT-Subject Bonds") have provided, and may
continue to provide, somewhat higher yields than other comparable
municipal securities.

         Investors should consider that, in most instances, no
state, municipality or other governmental unit with taxing power


                                6



<PAGE>

will be obligated with respect to AMT-Subject Bonds.  AMT-Subject
Bonds are in most cases revenue bonds and do not generally have
the pledge of the credit or the taxing power, if any, of the
issuer of such bonds.  AMT-Subject Bonds are generally limited
obligations of the issuer supported by payments from private
business entities and not by the full faith and credit of a state
or any governmental subdivision.  Typically the obligation of the
issuer of an AMT-Subject Bond is to make payments to bond holders
only out of and to the extent of, payments made by the private
business entity for whose benefit the AMT-Subject Bonds were
issued.  Payment of the principal and interest on such revenue
bonds depends solely on the ability of the user of the facilities
financed by the bonds to meet its financial obligations and the
pledge, if any, of real and personal property so financed as
security for such payment.  It is not possible to provide
specific detail on each of these obligations in which Fund assets
may be invested.

Taxable Securities

         Although each Portfolio of the Fund is, and expects to
be, largely invested in municipal securities, each Portfolio may
elect to invest up to 20% of its total assets in taxable money
market securities when such action is deemed to be in the best
interests of shareholders.  Such taxable money market securities
also are limited to remaining maturities of 397 days or less at
the time of a Portfolio's investment, and such Portfolio's
municipal and taxable securities are maintained at a
dollar-weighted average of 90 days or less.  Taxable money market
securities purchased by a Portfolio are limited to those
described below:

         1.   marketable obligations of, or guaranteed by, the
United States Government, its agencies or instrumentalities; or

         2.   certificates of deposit, bankers' acceptances and
interest-bearing savings deposits of banks having total assets of
more than $1 billion and which are members of the Federal Deposit
Insurance Corporation; or

         3.   commercial paper of prime quality rated A-1 or
higher by S&P or Prime-1 by Moody's or, if not rated, issued by
companies which have an outstanding debt issue rated AA or higher
by S&P, or Aa or higher by Moody's.  (See Appendix B for a
description of these ratings.)

Repurchase Agreements

         Each Portfolio may also enter into repurchase agreements
pertaining to the types of securities in which it may invest.  A
repurchase agreement arises when a buyer purchases a security and


                                7



<PAGE>

simultaneously agrees to resell it to the vendor at an
agreed-upon future date, normally one day or a few days later.
The resale price is greater than the purchase price, reflecting
an agreed-upon market rate which is effective for the period of
time the buyer's money is invested in the security and which is
not related to the coupon rate on the purchased security.  Each
Portfolio requires continuous  maintenance of collateral in an
amount equal to, or in excess of, the market value of the
securities which are the subject of the agreement.  In the event
that a vendor defaulted on its repurchase obligation, a Portfolio
might suffer a loss to the extent that the proceeds from the sale
of the collateral were less than the repurchase price.  If the
vendor became bankrupt, the Portfolio might be delayed in selling
the collateral.  Repurchase agreements may be entered into with
member banks of the Federal Reserve System (including the Fund's
Custodian) or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in U.S. Government securities.  It is
each Portfolio's current practice to enter into repurchase
agreements only with such primary dealers and its Custodian, and
the Fund has adopted procedures for monitoring the
creditworthiness of such organizations.  Pursuant to Rule 2a-7, a
repurchase agreement is deemed to be an acquisition of the
underlying securities provided that the obligation of the seller
to repurchase the securities from the money market fund is
collateralized fully (as defined in such Rule).  Accordingly, the
vendor of a fully collateralized repurchase agreement is deemed
to be the issuer of the underlying securities.

Reverse Repurchase Agreements

         Each Portfolio may enter into reverse repurchase
agreements, which involve the sale of securities held by such
Portfolio with an agreement to repurchase the securities at an
agreed upon price, date and interest payment, although no
Portfolio has entered into, nor has any plans to enter into, such
agreements.

Variable Rate Obligations

         The interest rate payable on certain municipal
securities in which a Portfolio may invest, called "variable
rate" obligations, is not fixed and may fluctuate based upon
changes in market rates.  The interest rate payable on a variable
rate municipal security is adjusted either at pre-designated
periodic intervals or whenever there is a change in the market
rate to which the security's interest rate is tied.  Other
features may include the right of a Portfolio to demand
prepayment of the principal amount of the obligation prior to its
stated maturity and the right of the issuer to prepay the
principal amount prior to maturity.  The main benefit of a
variable rate municipal security is that the interest rate


                                8



<PAGE>

adjustment minimizes changes in the market value of the
obligation.  As a result, the purchase of variable rate municipal
securities enhances the ability of a Portfolio to maintain a
stable net asset value per share and to sell an obligation prior
to maturity at a price approximating the full principal amount.
The payment of principal and interest by issuers of certain
municipal securities purchased by a Portfolio may be guaranteed
by letters of credit or other credit facilities offered by banks
or other financial institutions.  Such guarantees will be
considered in determining whether a municipal security meets a
Portfolio's investment quality requirements.

         Variable rate obligations purchased by a Portfolio may
include participation interests in variable rate industrial
development bonds that are backed by irrevocable letters of
credit or guarantees of banks that meet the criteria for banks
described above in "Taxable Securities."  Purchase of a
participation interest gives a Portfolio an undivided interest in
certain such bonds.  A Portfolio can exercise the right, on not
more than 30 days' notice, to sell such an instrument back to the
bank from which it purchased the instrument and draw on the
letter of credit for all or any part of the principal amount of
such Portfolio's participation interest in the instrument, plus
accrued interest, but will do so only (i) as required to provide
liquidity to such Portfolio, (ii) to maintain a high quality
investment portfolio, or (iii) upon a default under the terms of
the demand instrument.  Banks retain portions of the interest
paid on such variable rate industrial development bonds as their
fees for servicing such instruments and the issuance of related
letters of credit and repurchase commitments.  No single bank
will issue its letters of credit with respect to variable rate
obligations or participation interests therein covering more than
10% of the total assets of a Portfolio.  A Portfolio will not
purchase participation interests in variable rate industrial
development bonds unless it receives an opinion of counsel or a
ruling of the Internal Revenue Service that interest earned by
such Portfolio from the bonds in which it holds participation
interests is exempt from Federal income taxes.  The Adviser will
monitor the pricing, quality and liquidity of variable rate
demand obligations and participation interests therein held by
such Portfolio on the basis of published financial agency reports
and other research services to which the Adviser may subscribe.

Standby Commitments

         A Portfolio may purchase municipal securities together
with the right to resell them to the seller at an agreed-upon
price or yield within specified periods prior to their maturity
dates.  Such a right to resell is commonly known as a "standby
commitment," and the aggregate price which such Portfolio pays
for securities with a standby commitment may be higher than the


                                9



<PAGE>

price which otherwise would be paid.  The primary purpose of this
practice is to permit a Portfolio to be as fully invested as
practicable in municipal securities while preserving the
necessary flexibility and liquidity to meet unanticipated
redemptions.  In this regard, a Portfolio acquires standby
commitments solely to facilitate portfolio liquidity and does not
exercise its rights thereunder for trading purposes.  Since the
value of a standby commitment is dependent on the ability of the
standby commitment writer to meet its obligation to repurchase,
each Portfolio's policy is to enter into standby commitment
transactions only with municipal securities dealers which are
determined to present minimal credit risks.

         The acquisition of a standby commitment does not affect
the valuation or maturity of the underlying municipal securities
which continue to be valued in accordance with the amortized cost
method.  Standby commitments acquired by a Portfolio are valued
at zero in determining net asset value.  Where a Portfolio pays
directly or indirectly for a standby commitment, its cost is
reflected as unrealized depreciation for the period during which
the commitment is held.  Standby commitments do not affect the
average weighted maturity of a Portfolio's portfolio of
securities.

When-Issued Securities

         Municipal securities are frequently offered on a
"when-issued" basis.  When so offered, the price, which is
generally expressed in yield terms, is fixed at the time the
commitment to purchase is made, but delivery and payment for the
when-issued securities take place at a later date.  Normally, the
settlement date occurs within one month after the purchase of
municipal bonds and notes.  During the period between purchase
and settlement, no payment is made by a Portfolio to the issuer
and, thus, no interest accrues to such Portfolio from the
transaction.  When-issued securities may be sold prior to the
settlement date, but a Portfolio makes when-issued commitments
only with the intention of actually acquiring the securities.  To
facilitate such acquisitions, the Fund's Custodian will maintain,
in a separate account of each Portfolio, cash, U.S. Government or
other liquid high-grade debt securities, having value equal to,
or greater than, such commitments.  Similarly, a separate account
will be maintained to meet obligations in respect of reverse
repurchase agreements.  On delivery dates for such transactions,
a Portfolio will meet its obligations from maturities or sales of
the securities held in the separate account and/or from the
available cash flow.  If a Portfolio, however, chooses to dispose
of the right to acquire a when-issued security prior to its
acquisition, it can incur a gain or loss.  At the time a
Portfolio makes the commitment to purchase a municipal security
on a when-issued basis, it records the transaction and reflects


                               10



<PAGE>

the value of the security in determining its net asset value.  No
when-issued commitments will be made if, as a result, more than
15% of a Portfolio's net assets would be so committed.

General

         Yields on municipal securities are dependent on a
variety of factors, including the general condition of the money
market and of the municipal bond and municipal note market, the
size of a particular offering, the maturity of the obligation and
the rating of the issue.  Municipal securities with longer
maturities tend to produce higher yields and are generally
subject to greater price movements than obligations with shorter
maturities. (An increase in interest rates will generally reduce
the market value of portfolio investments, and a decline in
interest rates will generally increase the value of portfolio
investments.  There can be no assurance, as is true with all
investment companies, that a Portfolio's objectives will be
achieved.  The achievement of a Portfolio's investment objectives
is dependent in part on the continuing ability of the issuers of
municipal securities in which a Portfolio invests to meet their
obligations for the payment of principal and interest when due.
Municipal securities historically have not been subject to
registration with the Securities and Exchange Commission,
although there have been proposals which would require
registration in the future.  Each Portfolio generally will hold
securities to maturity rather than follow a practice of trading.
However, a Portfolio may seek to improve portfolio income by
selling certain portfolio securities prior to maturity in order
to take advantage of yield disparities that occur in securities
markets.)

         Obligations of issuers of municipal securities are
subject to the provisions of bankruptcy, insolvency, and other
laws affecting the rights and remedies of creditors, such as the
Bankruptcy Code.  In addition, the obligations of such issuers
may become subject to laws enacted in the future by Congress,
state legislatures, or referenda extending the time for payment
of principal and/or interest, or imposing other constraints upon
enforcement of such obligations or upon the ability of
municipalities to levy taxes.  There is also the possibility
that, as a result of litigation or other conditions, the ability
of any issuer to pay, when due, the principal of, and interest
on, its municipal securities may be materially affected.

         Except as otherwise provided above, each Portfolio's
investment objectives and policies are not designated
"fundamental policies" within the meaning of the Act and may,
therefore, be changed without a shareholder vote.  However, the
Portfolio will not change its investment policies without
contemporaneous written notice to shareholders.


                               11



<PAGE>

         Effective November 1, 1991, the Fund's former name of
Alliance Tax-Exempt Reserves was changed to Alliance Municipal
Trust.

Special Risk Factors of Concentration in a Single State

         The primary purpose of investing in a portfolio of a
single state's municipal securities is the special tax treatment
accorded that state's resident individual investors.  However,
payment of interest and preservation of principal is dependent
upon the continuing ability of the state's issuers and/or
obligors of its state, municipal and public authority debt
obligations to meet their obligations thereunder.  Investors
should consider the greater risk of the concentration of the New
York, California, Connecticut, New Jersey, Virginia or Florida
Portfolio (individually, a "State Portfolio") versus the safety
that comes with a less concentrated investment portfolio and
should compare yields available on portfolios of the relevant
state's issues with those of more diversified portfolios,
including other states' issues, before making an investment
decision.  The Adviser believes that by maintaining each State
Portfolio's investment portfolio in liquid, short-term, high-
quality investments, including the participation interests and
other variable rate obligations that have credit support such as
letters of credit from major financial institutions, the State
Portfolio is largely insulated from the credit risks that exist
on long-term municipal securities of the relevant state.

         The following summaries are included for the purpose of
providing a general description of credit and financial
conditions of New York, California, Connecticut, New Jersey,
Virginia and Florida and are based on information from official
statements (described more fully below) made available in
connection with the issuance of certain securities in such
states.  The summaries are not intended to provide a complete
description of such states.  While the Fund has not undertaken to
independently verify such information, it has no reason to
believe that such information is not correct in all material
aspects.  These summaries do not provide specific information
regarding all securities in which the Fund is permitted to invest
and in particular do not provide specific information on the
private business entities whose obligations support the payments
on AMT-Subject Bonds.

NEW YORK PORTFOLIO

         The following is based on information obtained from an
Official Statement, dated July 26, 1996, relating to $75,630,000
Accelerated Capacity and Transportation Improvements of the
Nineties Bonds and Rebuild New York Through Transportation
Infrastructure Renewal Bonds.


                               12



<PAGE>

New York Local Government Assistance Corporation

         In 1990, as part of a New York State (the "State")
fiscal reform program, legislation was enacted creating the New
York Local Government Assistance Corporation (the "LGAC"), a
public benefit corporation empowered to issue long-term
obligations to fund certain payments to local governments
traditionally funded through the State's annual seasonal
borrowing.  The legislation authorized LGAC to issue its bonds
and notes in an amount not in excess of $4.7 billion (exclusive
of certain refunding bonds) plus certain other amounts.  Over a
period of years, the issuance of these long-term obligations,
which are to be amortized over no more than 30 years, was
expected to eliminate the need for continued short-term seasonal
borrowing.  The legislation also dedicated revenues equal to
one-quarter of the four cent State sales and use tax to pay debt
service on these bonds.  The legislation imposed a cap on the
annual seasonal borrowing of the State at $4.7 billion, less net
proceeds of bonds issued by LGAC and bonds issued to provide for
capitalized interest, except in cases where the Governor and the
legislative leaders have certified the need for additional
borrowing and provided a schedule for reducing it to the cap.  If
borrowing above the cap is thus permitted in any fiscal year, it
is required by law to be reduced to the cap by the fourth fiscal
year after the limit was first exceeded.  This provision capping
the seasonal borrowing was included as a covenant with LGAC's
bondholders in the resolution authorizing such bonds.

         As of June 1995, LGAC had issued bonds and notes to
provide net proceeds of $4.7 billion completing the program.  The
impact of LGAC's borrowing is that the State is able to meet its
cash flow needs throughout the fiscal year without relying on
short-term seasonal borrowings.  The 1996-97 State Financial Plan
includes no seasonal borrowing.  This reflects the success of the
LGAC program in permitting the State to accelerate local aid
payments from the first quarter of the current fiscal year to the
fourth quarter of the previous fiscal year.

Recent Developments

         The national economy has resumed a more robust rate of
growth after a "soft landing" in 1995, with over 11 million jobs
added nationally since early 1992.  The State economy has
continued to expand, but growth remains somewhat slower than in
the nation.  Although the State has added approximately 240,000
jobs since late 1992, employment growth in the State has been
hindered during recent years by significant cutbacks in the
computer and instrument manufacturing, utility, defense, and
banking industries.  Government downsizing has also moderated
these job gains.



                               13



<PAGE>

         The New York State Division of the Budget (the "DOB")
forecasts that national economic growth will be quite strong in
the first half of calendar 1996, but will moderate considerably
as the year progresses.  The overall growth rate of the national
economy during calendar year 1996 is expected to be just slightly
below the "consensus" of a widely followed survey of national
economic forecasters.  Growth in real Gross Domestic Product
during 1996 is projected to be moderate at 2.1 percent, with
anticipated declines in federal spending and net exports more
than offset by increases in consumption and investment.
Inflation, as measured by the Consumer Price Index, is projected
to be contained at about 3 percent due to moderate wage growth
and foreign competition.  Personal income and wages are projected
to increase by about 5 percent.

         The forecast of the State's economy shows modest
expansion during the first half of calendar 1996, but some
slowdown is projected during the second half of the year.
Although industries that export goods and services are expected
to continue to do well, growth is expected to be slowed by
government cutbacks at all levels and by tight fiscal constraints
on health and social services.  On an average annual basis,
employment growth in the State is expected to be up slightly from
the 1995 rate.  Personal income is expected to record moderate
gains in 1996.  Bonus payments in the securities industry are
expected to increase further from last year's record level.

         The forecast for continued slow growth, and any
resultant impact on the State's 1996-97 Financial Plan, contains
some uncertainties.  Stronger-than-expected gains in employment
could lead to a significant improvement in consumption spending.
Investments could also remain robust.  Conversely, the prospect
of a continuing deadlock on federal budget deficit reduction or
fears of excessively rapid economic growth could create upward
pressures on interest rates.  In addition, the State economic
forecast could over- or underestimate the level of future bonus
payments or inflation growth, resulting in forecasted average
wage growth that could differ significantly from actual growth.
Similarly, the State forecast could fail to correctly account for
expected declines in government and banking employment and the
direction of employment change that is likely to accompany
telecommunications deregulation.

1996-97 Fiscal Year

         The State's current fiscal year commenced on April 1,
1996, and ends on March 31, 1997, and is referred to herein as
the State's 1996-97 fiscal year.  The State's budget for the
1996-97 fiscal year was enacted by the Legislature and signed
into law by the Governor.  The 1996-97 State Financial Plan will
be updated in October and January.


                               14



<PAGE>

         After adjustments for comparability between fiscal
years, the adopted 1996-97 budget projects a year-over-year
increase in General Fund disbursements of 0.2 percent.  Adjusted
State Funds (excluding federal grants) disbursements are
projected to increase by 1.6 percent from the prior fiscal year.
All Governmental Funds projected disbursements increase by 4.1
percent over the prior fiscal year, after adjustments for
comparability.

         The 1996-97 State Financial Plan is projected to be
balanced on a cash basis.  As compared to the Governor's proposed
budget as revised on March 20, 1996, the State's adopted budget
for 1996-97 increases General Fund spending by $842 million,
primarily from increases for education, special education and
higher education ($563 million).  The balance represents funding
increases to a variety of other programs, including community
projects and increased assistance to fiscally distressed cities.
Resources used to fund these additional expenditures include $540
million in increased revenues projected for 1996-97 based on
higher-than-projected tax collections during the first half of
calendar 1996, $110 million in projected receipts from a new
State tax amnesty program, and other resources including certain
non-recurring resources.  The total amount of non-recurring
resources included in the 1996-97 State budget is projected by
DOB to be $1.3 billion, or 3.9 percent of total General Fund
receipts.

         The economic and financial condition of the State may be
affected by various financial, social, economic and political
factors.  Those factors can be very complex, may vary from fiscal
year to fiscal year, and are frequently the result of actions
taken not only by the State and its agencies and
instrumentalities, but also by entities, such as the federal
government, that are not under the control of the State.  In
addition, the State Financial Plan is based upon forecasts of
national and State economies.  DOB believes that its projections
of receipts and disbursements relating to the current State
Financial Plan, and the assumptions on which they are based, are
reasonable.  Actual results, however, could differ materially and
adversely from the projections set forth herein.  There are also
risks and uncertainties concerning the future-year impact of
actions taken in the 1996-97 budget.

1995-96 Fiscal Year

         The State ended its 1995-96 fiscal year on March 31,
1996 with a General Fund cash surplus.  DOB reported that
revenues exceeded projections by $270 million, while spending for
social service programs was lower than forecast by $120 million
and all other spending was lower by $55 million.  From the
resulting benefit of $445 million, a $65 million voluntary


                               15



<PAGE>

deposit was made into the Tax Stabilization Reserve Fund (the
"TSRF"), and $380 million was used to reduce 1996-97 Financial
Plan liabilities by accelerating 1996-97 payments, deferring
1995-96 revenues, and making a deposit to the tax refund reserve
account.

         The General Fund closing fund balance was $287 million,
an increase of $129 million from 1994-95 levels.  The $120
million change in fund balance is attributable to the $65 million
voluntary deposit to the TSRF, a $15 million required deposit to
the TSRF, a $40 million deposit to the Contingency Reserve Fund
(the "CRF"), and a $9 million deposit to the Revenue Accumulation
Fund.  The closing fund balance includes $237 million on deposit
in the TSRF, to be used in the event of any future General Fund
deficit as provided under the State Constitution and State
Finance Law.  In addition, $41 million is on deposit in the CRF.
The CRF was established in State fiscal year 1993-94 to assist
the State in financing the costs of extraordinary litigation.
The remaining $9 million reflects amounts on deposit in the
Revenue Accumulation Fund.  This fund was created to hold certain
tax receipts temporarily before the deposit to other accounts.
In addition, $678 million was on deposit in the tax refund
reserve account, of which $521 million was necessary to complete
the restructuring of the State's cash flow under the LGAC
program.

         General Fund receipts totaled $32.81 billion, a decrease
of 1.1 percent from 1994-95 levels.  This decrease reflects the
impact of tax reductions enacted and effective in both 1994 and
1995.  General Fund disbursements totaled $32.68 billion for the
1995-96 fiscal year, a decrease of 2.2 percent from 1994-95
levels.  Mid-year spending reductions, taken as part of a
management review undertaken in October at the direction of the
Governor, yielded savings from Medicaid utilization controls,
office space consolidation, overtime and contractual expense
reductions, and statewide productivity improvements achieved by
State agencies.  Together with decreased social services
spending, this management review accounts for the bulk of the
decline in spending.

1994-95 Fiscal Year

         The State ended its 1994-95 fiscal year with the General
Fund in balance.  The $241 million decline in the fund balance
reflects the planned use of $264 million from the CRF, partially
offset by the required deposit of $23 million to the TSRF.  In
addition, $278 million was on deposit in the tax refund reserve
account, $250 million of which was deposited to continue the
process of restructuring the State's cash flow as part of the
LGAC program.  The closing fund balance of $158 million reflects
$157 million in the TSRF and $1 million in the CRF.


                               16



<PAGE>

         General Fund receipts totaled $33.16 billion, an
increase of 2.9 percent from 1993-94 levels.  General Fund
disbursements totaled $33.40 billion for the 1994-95 fiscal year,
an increase of 4.7 percent for the previous fiscal year.  The
increase in disbursements was primarily the result of one-time
litigation costs for the State, funded by the use of the CRF,
offset by $188 million in spending reductions initiated in
January 1995 to avert a potential gap in the 1994-95 State
Financial Plan.  These actions included savings from a hiring
freeze, halting the development of certain services, and the
suspension of non-essential capital projects.

1993-94 Fiscal Year

         The State ended its 1993-94 fiscal year with a General
Fund cash surplus, primarily the result of an improving national
economy, State employment growth, tax collections that exceeded
earlier projections and disbursements that were below
expectations.  A deposit of $268 million was made to the CRF,
with a withdrawal during the year of $3 million, and a deposit of
$67 million was made to the TSRF.  These three transactions
resulted in the change in fund balance of $332 million.  In
addition, a deposit of $1.14 billion was made to the tax refund
reserve account, of which $1.03 billion was available for
budgetary purposes in the 1994-95 fiscal year.  The remaining
$114 million was redeposited in the tax refund reserve account at
the end of the State's 1994-95 fiscal year to continue the
process of restructuring the State's cash flow as part of the
LGAC program.  The General Fund closing balance was $399 million,
of which $265 million was on deposit in the CRF and $134 million
in the TSRF.  The CRF was initially funded with a transfer of
$100 million attributable to a positive margin recorded in the
1992-93 fiscal year.

         General Fund receipts totaled $32.23 billion, an
increase of 2.6 percent from 1992-93 levels.  General Fund
disbursements totaled $31.90 billion for the 1993-94 fiscal year,
3.5 percent higher than the previous fiscal year.  Receipts were
higher in part due to improved tax collections from renewed State
economic growth, although the State continued to lag behind the
national economic recovery.  Disbursements were higher due in
part to increased local assistance costs for school aid and
social services, accelerated payment of certain Medicaid
expenses, and the cost of an additional payroll for State
employees.

State Financial Practices: GAAP Basis

         Historically, the State has accounted for, reported and
budgeted its operations on a cash basis.  The State currently
formulates a financial plan which includes all funds required by


                               17



<PAGE>

generally accepted accounting principles ("GAAP").  The State, as
required by law, continues to prepare its financial plan and
financial reports on the cash basis of accounting as well.

         The State completed its 1995-96 fiscal year with a
combined Governmental Funds operating surplus of $432 million,
which included an operating surplus in the General Fund of $380
million, in the Capital Projects Funds of $276 million and in the
Debt Service Funds of $185 million.  There was an operating
deficit of $409 million in the Special Revenue Funds.  The
State's Combined Balance Sheet as of March 31, 1996 showed an
accumulated deficit in its combined Governmental Funds of $1.23
billion, reflecting liabilities of $14.59 billion and assets of
$13.35 billion.  This accumulated Governmental Funds deficit
includes a $2.93 billion accumulated deficit in the General Fund
and an accumulated deficit of $712 million in the Capital
Projects Fund type as partially offset by accumulated surpluses
of $468 million and $1.94 billion in the Special Revenue and Debt
Service fund types, respectively.

         The State reported a General Fund operating surplus of
$380 million for the 1995-96 fiscal year, as compared to an
operating deficit of $1.43 billion for the prior fiscal year.
The 1995-96 fiscal year surplus reflects several major factors,
including the cash-basis surplus and the benefit of $529 million
in LGAC bond proceeds which were used to fund various local
assistance programs.  This was offset in part by a $437 million
increase in tax refund liability primarily resulting from the
effect of ongoing tax reductions and (to a lesser extent) changes
in accrual measurement policies, and increases in various other
expenditure accruals.

         Revenues increased $530 million (nearly 1.7 percent)
over the prior fiscal year with an increase in personal income
taxes and miscellaneous revenues offset by decreases in business
and other taxes.  Personal income taxes grew $715 million, an
increase of 4.3 percent.  The increase in personal income taxes
was caused by moderate employment and wage growth and the strong
financial markets during 1995.  Business taxes declined $295
million or 5.8 percent, resulting primarily from changes in the
tax law that modified the distribution of taxes between the
General Fund and other fund types, and reduced business tax
liability.  Miscellaneous revenues increased primarily because of
an increase in receipts from medical provider assessments.

         Expenditures decreased $716 million (2.2 percent) from
the prior fiscal year with the largest decrease occurring in
State aid for social services program and State operations
spending.  Social services expenditures decreased $739 million
(7.5 percent) due mainly to implementation of cost containment
strategies by the State and local governments, and reduced


                               18



<PAGE>

caseloads.  General purpose and health and environment
expenditures grew $139 million (20.2 percent) and $121 million
(33.3 percent), respectively.  Health and environment spending
increased as a result of increases enacted with the 1995-96
Budget.  In State operations, personal service costs and fringe
benefits declined $241 million (3.8 percent) and $55 million (3.6
percent), respectively, due to staffing reductions.  The decline
in non-personal service costs of $170 million (8.6  percent) was
caused by a decline in the litigation accrual.  Pension
contributions increased $103 million (66.4 percent) as a result
of the return to the aggregate cost method used to determine
employer contributions.

         Net other financing sources nearly tripled, increasing
$561 million, due primarily to an increase in bonds issued by
LGAC, a transfer from the Mass Transportation Operating
Assistance Fund and transfers from public benefit corporations.

         An operating deficit of $409 million was reported for
Special Revenue Funds for the 1995-96 fiscal year which decreased
the accumulated fund balance to $468 million.  Revenues increased
$1.45 billion over the prior fiscal year (5.8 percent) as a
result of increases in federal grants and lottery revenues.
Expenditures increased $1.21 billion (5.4 percent) as a result of
increased costs for social services programs and an increase in
the distribution of lottery proceeds to school districts.  Other
financing uses increased $693 million  (25.1 percent) primarily
because of an increase in federal reimbursements transferred to
other funds.

         Debt Service Funds ended the 1995-96 fiscal year with an
operating surplus of over $185 million and, as a result the
accumulated fund balance, increased to $1.94 billion.  Revenues
increased $10 million (0.5 percent) because of increases in both
dedicated taxes and mental hygiene patient fees.  Debt Service
expenditures increased $201 million (9.5 percent).  Net other
financial sources increased threefold to $299 million, due
primarily to increases in patient reimbursement revenues.

         An operating surplus of $276 million was reported in the
Capital Projects Funds for the State's 1995-96 fiscal year and,
as a result, the accumulated deficit fund balance in this fund
type decreased to $712 million.  Revenues increased $260 million
(14.9 percent) primarily because a larger share of the petroleum
business tax was shifted from the General Fund to the Dedicated
Highway and Bridge Trust Fund, and by an increase in federal
grant revenues for transportation and local waste water treatment
projects.  Capital Projects Funds expenditures increased $194
million (5.7 percent) in State fiscal year 1995-96 because of
increased expenditures for education and health and environmental
projects.  Net other financing sources increased by $577 million


                               19



<PAGE>

as a result of an increased in proceeds from financing
arrangements.

         The State completed its 1994-95 fiscal year with a
combined Governmental Funds operating deficit of $1.79 billion,
which included operating deficits in the General Fund of $1.43
billion, in the Capital Projects Funds of $366 million, and in
the Debt Service Funds of $38 million.  There was an operating
surplus in the Special Revenue Funds of $39 million.

Economic Overview

         New York is the third most populous state in the nation
and has a relatively high level of personal wealth.  The State's
economy is diverse, with a comparatively large share of the
nation's finance, insurance, transportation, communications and
services employment, and a very small share of the nation's
farming and mining activity.  The State's location and its
excellent air transport facilities and natural harbors have made
it an important link in international commerce.  Travel and
tourism constitute an important part of the economy.  Like the
rest of the nation, the State has a declining proportion of its
workforce engaged in manufacturing, and an increasing proportion
engaged in service industries.

         The services sector which includes entertainment,
personal services, such as health care and auto repairs, and
business-related services, such as information processing, law
and accounting, is the State's leading economic sector.  The
service sector accounts for more than three of every ten
nonagricultural jobs in New York.  New York's economy is somewhat
more reliant than the rest of the nation on this sector; this
sector has added more jobs (825,000) than has the State's economy
as a whole (665,000) since 1980.

         Manufacturing employment continues to decline in
importance in New York, as in most other states, and New York's
economy is less reliant on this sector than is the nation.
Manufacturing's share of total employment declined from 20.1 to
12.0 percent between 1980 and 1995.  The principal manufacturing
industries in recent years produced printing and publishing
materials, instruments and related products, machinery, apparel
and finished fabric products, electronic and other electric
equipment, food and related products, chemicals and allied
products, and fabricated metal products.

         Wholesale and retail trade is the second largest sector
in terms of nonagricultural jobs in New York but is considerably
smaller when measured by income share.  Trade consists of
wholesale businesses and retail businesses such as department
stores and eating and drinking establishments.


                               20



<PAGE>

         New York City is the nation's leading center of banking
and finance, and, as a result, this is a far more important
sector in the State than in the nation as a whole.  Although this
sector accounts for under one-tenth of all nonagricultural jobs
in the State, it contributes one-seventh of all nonfarm labor and
proprietors' income.

         Farming is an important part of the economy of large
regions of the State, although it constitutes a very minor part
of total State output.  Principal agricultural products of the
State include milk and dairy products, greenhouse and nursery
products, apples and other fruits, and fresh vegetables.  New
York ranks among the national's leaders in the production of
these commodities.

         Federal, State and local government account for almost
18 percent of nonagricultural State employment and 16 percent of
nonfarm labor income.

         The State is likely to be less affected than the nation
as a whole during an economic recession that is concentrated in
manufacturing and construction, but likely to be more affected
during a recession that is concentrated more in the service-
producing section.

         During the 1982-83 recession, overall economic activity
in the State declined less than that of the nation as a whole.
However, in the calendar years 1984 through 1995, the State's
rate of economic growth was somewhat slower than that of the
nation.  In the 1990-91 recession and post-recession period, the
economy of the State, and that of the rest of the Northeast, was
more heavily damaged than that of the nation as a whole and has
been slower to recover.  The total employment growth rate in the
State has been below the national average since 1987.  The
unemployment rate in the State dipped below the national rate in
the second half of 1981 and remained lower until 1991; since
then, it has been higher.  According to data published by the
U.S. Bureau of Economic Analysis, during the past ten years,
total personal income in the State rose slightly faster than the
national average only from 1986 through 1988.

         State per capita personal income has historically been
significantly higher than the national average, although the
ratio has varied substantially.  Because New York City (the
"City") is a regional employment center for a multi-state region,
state personal income measured on a residence basis understates
the relative importance of the State to the national economy and
the size of the base to which State taxation applies.

         In 1995, the State enacted a tax-reduction program
designed to reduce receipts from the personal income tax by 20


                               21



<PAGE>

percent over three years.  Prior to 1995, the tax had remained
substantially unchanged since 1989 as a result of annual
deferrals of tax reductions originally enacted in 1987.  The tax-
reduction program is estimated to reduce receipts by $2.3 billion
in the 1996-97 fiscal year, compared to what tax receipts would
have been under the pre-1995 rate structure.  The maximum rate
was reduced from the 7.875 percent in effect between 1989 and
1994 to 7.59375 percent for 1995, to 7.125 percent for 1996, and
is scheduled under current law to be reduced to 6.85 percent for
1997 and thereafter.  In addition to no significant reductions in
overall tax rates, the program also includes increases in the
standard deduction, widening tax brackets to increase the income
thresholds to which higher tax rates apply, and modification of
certain tax credits.

         The projected yield of the tax for the 1996-97 fiscal
year is $17.1 billion, an increase of $103 million from reported
collections in the States 1995-96 fiscal year.  The increase
reflects both the effects of the reductions noted above and the
fact that reported collections in the preceding year were
affected by the net refund and tax refund reserve account
transactions that depressed collections in 1995-96 by $500
million.  Without these statutory and administrative changes, the
yield of the tax would have grown by more than $1 billion (nearly
7 percent), reflecting liability growth for the 1996 tax year
projected at approximately the same rate.  The income base for
the tax is projected to rise approximately 5 percent for the 1996
tax year.

State Authorities

         The fiscal stability of the State is related, in part,
to the fiscal stability of its public benefit corporations (the
"Authorities").  Authorities, which have responsibility for
financing, constructing and operating revenue providing public
facilities, are not subject to the constitutional restrictions on
the incurrence of debt which apply to the State itself and may
issue bonds and notes within the amounts, and as otherwise
restricted by, their legislative authorizations.  The State's
access to the public credit markets could be impaired, and the
market price of its outstanding debt may be materially adversely
affected, if any of its Authorities were to default on their
respective obligations.  As of September 30, 1995, the date of
the latest data available, there were 17 Authorities that had
outstanding debt of $100 million or more, and the aggregate
outstanding debt, including refunding bonds, of these Authorities
was $73.45 billion.  As of March 31, 1995, aggregate Authority
debt outstanding as State-supported debt was $27.9 billion and as
State-related debt was $36.1 billion.




                               22



<PAGE>

         Moral obligation financing generally involves the
issuance of debt by an Authority to finance a revenue-producing
project or other activity.  The debt is secured by project
revenues and includes statutory provisions requiring the State,
subject to appropriation by the Legislature, to make up any
deficiencies which may occur in the issuer's debt service reserve
fund.  There has never been a default on any moral obligation
debt of any public authority.  The State does not intend to
increase statutory authorizations for moral obligation bond
programs.  From 1976 through 1987, the State was called upon to
appropriate and make payments totaling $162.8 million to make up
deficiencies in the debt service reserve funds of the Housing
Finance Agency pursuant to moral obligation provisions.  In the
same period, the State also expended additional funds to assist
the Project Finance Agency, the New York State Urban Development
Corporation and other public authorities which had moral
obligation debt outstanding.  The State has not been called upon
to make any payments pursuant to any moral obligations since the
1986-87 fiscal year and no such requirements are anticipated
during the 1996-97 fiscal year.

         In addition to the moral obligation financing
arrangements described above, State law provides for the creation
of State municipal assistance corporations, which are public
authorities established to aid financially troubled localities.
The Municipal Assistance Corporation For The City of New York
("MAC") was created in 1975 to provide financing assistance to
the City.  To enable MAC to pay debt service on its obligations,
MAC receives, subject to annual appropriation by the Legislature,
receipts from the 4 percent New York State sales tax for the
benefit of the City, the State-imposed stock transfer tax and,
subject to certain prior liens, certain local assistance payments
otherwise payable to the City.  The legislation creating MAC also
includes a moral obligation provision.  Under its enabling
legislation, MAC's authority to issue moral obligation bonds and
notes (other than refunding bonds and notes) expired on
December 31, 1984.

         The State also provides for contingent
contractual-obligation financing for the Secured Hospital Program
pursuant to legislation enacted in 1985.  Under this financing
method, the State contracts to pay debt service, subject to
annual appropriations, on bonds issued by the New York State
Medical Care Facilities Finance Agency and now issued by the
Dormitory Authority of the State of New York in the event there
are shortfalls of revenues from other sources.  The State has
never been required to make any payments pursuant to this
financing arrangement, nor does it anticipate being required to
do so during the 1996-97 fiscal year.




                               23



<PAGE>

         Authorities' operating expenses and debt service costs
are generally paid by revenues generated by the projects financed
or operated, such as tolls charged for the use of highways,
bridges or tunnels, rentals charged for housing units, and
charges for occupancy at medical care facilities.  In addition,
State legislation authorizes several financing techniques for
Authorities.  Also, there are statutory arrangements providing
for State local assistance payments, otherwise payable to
localities, to be made under certain circumstances to
Authorities.  Although the State has no obligation to provide
additional assistance to localities whose local assistance
payments have been paid to Authorities under these arrangements,
if local assistance payments are so diverted, the affected
localities could seek additional State assistance.  Some
Authorities also receive moneys from State appropriations to pay
for the operating costs of certain of their programs.

         The Metropolitan Transportation Authority (the "MTA")
oversees the City's subway and bus lines by its affiliates, the
New York City Transit Authority and the Manhattan and Bronx
Surface Transit Operating Authority (collectively, the "TA").
The MTA operates certain commuter rail and bus lines in the New
York metropolitan area through MTA's subsidiaries, the Long
Island Rail Road Company, the Metro-North Commuter Railroad
Company and the Metropolitan Suburban Bus Authority.  In
addition, the Staten Island Rapid Transit Operating Authority, an
MTA subsidiary, operates a rapid transit line on Staten Island.
Through its affiliated-agency, the Triborough Bridge and Tunnel
Authority (the "TBTA"), the MTA operates certain intrastate toll
bridges and tunnels.  Because fare revenues are not sufficient to
finance the mass transit portion of these operations, the MTA has
depended and will continue to depend for operating support upon a
system of State, local government and TBTA support and, to the
extent available, Federal operating assistance, including loans,
grants and operating subsidies.  If current revenue projections
are not realized and/or operating expenses exceed current
projections, the TA or commuter railroads may be required to seek
additional state assistance, raise fares or take other actions.

         Since 1980, the State has enacted several
taxes--including a surcharge on the profits of banks, insurance
corporations and general business corporations doing business in
the 12-county Metropolitan Transportation Region served by the
MTA and a special one-quarter of 1% regional sales and use
tax--that provide revenues for mass transit purposes, including
assistance to the MTA.  In addition, since 1987, state law has
required that the proceeds of a one-quarter of 1% mortgage
recording tax paid on certain mortgages in the Metropolitan
Transportation Region be deposited in a special MTA fund for
operating or capital expenses.  Further, in 1993, the State
dedicated a portion of the State petroleum business tax to fund


                               24



<PAGE>

operating or capital assistance to the MTA.  For the 1996-1997
fiscal year, total State assistance to the MTA is estimated at
approximately $1.09 billion.

         State legislation accompanying the 1996-97 adopted State
budget authorized the MTA, TBTA and TA to issue an aggregate of
$6.5 billion in bonds to finance a portion of a new $11.98
billion MTA capital plan for the 1995 through 1999 calendar years
(the "1995-99 Capital Program"), and authorized the MTA to submit
the 1995-99 Capital Program to the Capital Program Review Board
for approval.  This plan will supersede the overlapping portion
of the MTA's 1992-96 Capital Program.  This is the fourth capital
plan since the Legislature authorized procedures for the
adoption, approval and amendment of MTA capital programs and is
designed to upgrade the performance of the MTA's transportation
systems by investing in new following stock, maintaining
replacement schedules for existing assets and bringing the MTA
system to a state of good repair.  The 1995-99 Capital Program
assumes the issuance of an estimated $5.1 billion in bonds under
this $6.5 billion aggregate bonding authority.  The remainder of
the plan is projected to be financed through assistance from the
State, the federal government, and the City of New York, and from
various other revenues generated from actions taken by the MTA.

         There can be no assurance that all the necessary
governmental actions for the 1995-99 Capital Program or future
capital programs will be taken, that funding sources currently
identified will not be decreased or eliminated, or that the
1995-99 Capital Program, or parts thereof, will not be delayed or
reduced.  Should funding levels fall below current projections,
the MTA would have to revise its 1995-99 Capital Program
accordingly.  If the 1995-99 Capital Program is delayed or
reduced, ridership and fare revenues may decline, which could,
among other things, impair the MTA's ability to meet its
operating expenses without additional State assistance.

Certificates of Participation

         The State also participates in the issuance of
certificates of participation ("COPs") in a pool of leases
entered into by the State's Office of General Services on behalf
of several State departments and agencies interested in acquiring
operational equipment, or in certain cases, real property.
Legislation enacted in 1986 established restrictions upon and
centralized State control, through the Comptroller and the
Director of the Budget, over the issuance of COPs representing
the State's contractual obligation, subject to annual
appropriation by the  Legislature and availability of money, to
make installment or lease-purchase payments for the State's
acquisition of such equipment or real property.



                               25



<PAGE>

New York City

         The fiscal health of the State may also be affected by
the fiscal health of the City, which continues to require
significant financial assistance from the State.  The City
depends on State aid both to enable the City to balance its
budget and to meet its cash requirements.  The City has achieved
balanced operating results from each of its fiscal years since
1981 as reported in accordance with the then-applicable GAAP
standards.

         In response to the City's fiscal crisis in 1975, the
State took action to assist the City in returning to fiscal
stability.  Among those actions, the State established the MAC to
provide financing assistance to the City; the New York State
Financial Control Board (the "Control Board") to oversee the
City's financial affairs; the Office of the State Deputy
Comptroller for the City of New York ("OSDC") to assist the
Control Board in exercising its powers and responsibilities.  A
"Control Period" existed from 1975 to 1986 during which the City
was subject to certain statutorily-prescribed fiscal controls.
Although the Control Board terminated the Control Period in 1986
when certain statutory conditions were met, thus suspending
certain Control Board powers, the Control Board, upon the
occurrence or "substantial likelihood and imminence" of the
occurrence of certain events, including, but not limited to, a
City operating budget deficit of more than $100 million, the
Control Board is required by law to reimpose a Control Period.
Currently, the City and its Covered Organizations (i.e., those
which receive or may receive moneys from the City directly,
indirectly or contingently) operate under a four-year financial
plan (the "Financial Plan") which the City prepares annually and
periodically updates.  The City's Financial Plan includes its
capital, revenue and expense projections and outlines proposed
gap-closing programs for years with projected budget gaps.

         The City's projections set forth in the Financial Plan
are based on various assumptions and contingencies, some of which
are uncertain and may not materialize.  Unforeseen developments
and changes in major assumptions could significantly affect the
City's ability to balance its budget as required by State law and
to meet its annual cash flow and financing requirements.

         The State could be affected by the ability of the City
and certain Covered Organizations to market their securities
successfully in the public credit markets.  The City issues
securities to finance, refinance and rehabilitate infrastructure
and other capital needs, as well as for seasonal financing needs.
The City currently projects that if no action is taken, it will
exceed its State Constitutional general debt limit beginning in
City fiscal year 1998.  The current Financial Plan includes


                               26



<PAGE>

certain alternative methods of financing a portion of the City's
capital program which require State or other outside approval.
Future developments concerning the City or certain of the Covered
Organizations, and public discussion of such developments, as
well as prevailing market conditions and securities credit
ratings, may affect the ability or cost to sell securities issued
by the City or such Covered Organizations and may also affect the
market for their outstanding securities.

OSDC and Control Board Reports

         The staffs of the Control Board, OSDC and the City
Comptroller issue periodic reports on the City's Financial Plans
which analyze the City's forecasts of revenues and expenditures,
cash flow, and debt service requirements for, and Financial Plan
compliance by, the City and its Covered Organizations.  According
to recent staff reports, the City's economy has experienced weak
employment and moderate wage and income growth throughout the
mid-1990s.  Although this trend is expected to continue for the
rest of the decade, there is the risk of a slowdown in the City's
economy in the next few years, which would depress revenue growth
and put further strains on the City's budget.  These reports have
also indicated that recent City budgets have been balanced in
part through the use of non-recurring resources; that the City's
Financial Plan tends to rely on actions outside its direct
control; that the City has not yet brought its expenditure growth
in line with recurring revenue growth; and that the City is
therefore likely to continue to face substantial future budget
gaps that must be closed with reduced expenditures and/or
increased revenues.

Financing Requirements

         The City requires significant amounts of financing for
seasonal and capital purposes.  The City issued $880 million
notes for seasonal financing purposes in fiscal year 1997.  The
City's capital financing program projects long-term financing
requirements of approximately $17 billion for the City's fiscal
years 1995 through 1998.  The major capital requirements include
expenditures for the City's water supply and sewage disposal
systems, roads, bridges, mass transit, schools, hospitals and
housing.

         The State's budget for the State's 1996-97 fiscal year,
commencing on April 1, 1996, was enacted by the Legislature on
July 13, 1996.  The State Financial Plan for the 1996-97 fiscal
year was formulated on July 25, 1996 and is based on the State's
budget as enacted by the Legislature and signed into law by the
Governor, as well as actual results for the first quarter of the
current fiscal year.  The 1996-97 State Financial Plan is
projected to be balanced on a cash basis.  Total General Fund


                               27



<PAGE>

receipts and transfers from other funds are projected to be
$33.17 billion, while total General Fund disbursements and
transfers to other funds are projected to be $33.12 billion.  As
compared to the Governor's proposed budget as revised on
March 20, 1996, the State's adopted budget for 1996-97 increases
General Fund spending by $842 million, primarily from increases
for education, special education and higher education ($563
million).  Resources used to fund these additional expenditures
include $540 million in increased revenues projected for 1996-97
based on higher than projected tax collections during the first
half of calendar 1996, $110 million in projected receipts from a
new State tax amnesty program, and other resources including
certain non-recurring resources.

         In connection with the Financial Plan, the City has
outlined a gap-closing program for the 1998 through 2000 fiscal
years to substantially reduce the remaining $1.7 billion and $3.4
billion projected budget gaps for such fiscal years.  This
program, which is not specified in detail, assumes additional
agency programs to reduce expenditures or increase revenues by
$674 million, $959 million and $1.1 billion in the 1998 through
2000 fiscal years, respectively; additional reductions in
entitlement costs of $400 million, $750 million and $1.0 billion
in the 1998 through 2000 fiscal years, respectively; additional
savings of $250 million, $300 million and $500 million in the
1998 through 2000 fiscal years, respectively, resulting from
restructuring City government by consolidating operations,
privatization and mandate management and other initiatives;
additional proposed Federal and State aid of $105 million, $200
million and $300 million in the 1998 through 2000 fiscal years,
respectively; additional revenue initiatives and asset sales of
$155 million, $350 million and $400 million in the 1998 through
2000 fiscal years, respectively; and the availability in each of
the 1998 through 2000 fiscal years of $100 million of the General
Reserve.

Other Localities

         Certain localities outside the City have experienced
financial problems and have requested additional State assistance
during the last several State fiscal years.  The potential impact
on the State of any future requests by localities is not included
in the projections of the State's receipts and disbursements for
the State's 1996-97 fiscal year.

         Fiscal difficulties experienced by the City of Yonkers
resulted in the re-establishment of the Financial Control Board
for the City of Yonkers by the State in 1984.  That Board is
charged with oversight of the fiscal affairs of Yonkers.  Future
actions taken by the State to assist Yonkers could result in



                               28



<PAGE>

allocation of State resources in amounts that cannot yet be
determined.

         Beginning in 1990, the City of Troy experienced a series
of budgetary deficits that resulted in the establishment of a
Supervisory Board for the City of Troy in 1994.  The Supervisory
Board's powers were increased in 1995, when Troy MAC was created
to help Troy avoid default on certain obligations.  The
legislation creating Troy MAC prohibits the City of Troy from
seeking federal bankruptcy protection while Troy MAC bonds are
outstanding.

         Seventeen municipalities received extraordinary
assistance during the 1996 legislative session through
$50 million in special appropriations targeted for distressed
cities.

Certain Municipal Indebtedness

         Municipalities and school districts have engaged in
substantial short-term and long-term borrowings.  In 1994, the
total indebtedness of all localities in the State other than the
City was approximately $17.7 billion.  A small portion
(approximately $82.9 million) of that indebtedness represented
borrowing to finance budgetary deficits and was issued pursuant
to State enabling legislation.  State law requires the
Comptroller to review and make recommendations concerning the
budgets of those local government units other than the City
authorized by State law to issue debt to finance deficits during
the period that such deficit financing is outstanding.  Seventeen
localities had outstanding indebtedness for deficit financing at
the close of their fiscal year ending in 1994.

         From time to time, Federal expenditure reductions could
reduce, or in some cases eliminate, Federal funding of some local
programs and accordingly might impose substantial increased
expenditure requirements on affected localities.  If the State,
the City or any of the public authorities were to suffer serious
financial difficulties jeopardizing their respective access to
the public credit markets, the marketability of notes and bonds
issued by localities within the State could be adversely
affected.  Localities also face anticipated and potential
problems resulting from certain pending litigation, judicial
decisions and long-range economic trends.  Long-range potential
problems of declining urban population, increasing expenditures
and other economic trends could adversely affect localities and
require increasing State assistance in the future.






                               29



<PAGE>

Litigation

         The State is a defendant in legal proceedings involving
State finances, State programs and miscellaneous tort, real
property and contract claim where the monetary damages sought are
substantial.  These proceedings could affect adversely the
financial condition of the State in the 1996-97 fiscal year or
thereafter.

         Adverse developments in these proceedings or the
initiation of new proceedings could affect the ability of the
State to maintain a balanced 1996-97 State Financial Plan.  The
State believes that the 1996-97 State Financial Plan includes
sufficient reserves for the payment of judgments that may be
required during the 1996-97 fiscal year.  There can be no
assurance, however, that an adverse decision in any of these
proceedings would not exceed the amount of the 1996-97 State
Financial Plan.  In its General Purpose Financial Statements, the
State reports its estimated liability in subsequent fiscal years
for awarded anticipated unfavorable judgments.

         Although other litigation is pending against the State,
no current litigation involves the State's authority, as a matter
of law, to contract indebtedness, issue its obligations, or pay
such indebtedness when it matures, or affects the State's power
or ability, as a matter of law, to impose or collect significant
amounts of taxes and revenues.

CALIFORNIA PORTFOLIO 

         The following is based on information obtained from
(i) an Official Statement, dated March 1, 1996, relating to
$159,715,000 State of California Various Purpose General
Obligation Refunding Bonds, and (ii) $500,000,000 State of
California Various Purpose General Obligation Bonds.

Constitutional Limits on Spending and Taxes

         Certain California (the "State") constitutional
amendments, legislative measures, executive orders, civil actions
and voter initiatives could adversely affect the ability of
issuers of the State's municipal securities to pay interest and
principal on municipal securities.

         Article XIII B.  On November 6, 1979, the State's voters
approved Proposition 4, which added Article XIII B to the State
Constitution.  Pursuant to Article XIII B, the State is subject
to an annual appropriations limit (the "Appropriations Limit").

         Article XIII B was modified substantially by
Propositions 98 and 111 in 1988 and 1990, respectively.  (See


                               30



<PAGE>

"Proposition 98" below.)  "Appropriations subject to limitation,"
with respect to the State, are authorizations to spend "proceeds
of taxes," which consist of tax revenues, and certain other
funds, including proceeds from regulatory licenses, user charges
or other fees to the extent that such proceeds exceed "the cost
reasonably borne by the entity in providing the regulation,
product or service," but "proceeds of taxes" exclude most state
subsidies to local governments, tax refunds and some benefit
payments such as unemployment insurance.  No limit is imposed on
appropriations of funds which are not "proceeds of taxes," such
as reasonable user charges or fees, and certain other non-tax
funds.

         Not included in the Appropriations Limit are
appropriations for the debt service costs of bonds existing or
authorized by January 1, 1979, or subsequently authorized by the
voters, appropriations required to comply with mandates of courts
or the federal government, appropriations for qualified capital
outlay projects, appropriations of revenues derived from any
increase in gasoline taxes and motor vehicle weight fees above
January 1, 1990 levels, and appropriation of certain special
taxes imposed by initiative (e.g., cigarette and tobacco taxes).
The Appropriations Limit may also be exceeded in cases of
emergency.  

         The State's yearly Appropriations Limit is based on the
limit for the prior year with annual adjustments for changes in
California per capita personal income and population and any
transfers of financial responsibility of providing services to or
from another unit of government.

         As originally enacted in 1979, the Appropriations Limit
was based on 1978-79 fiscal year authorizations to expend
proceeds of taxes and was adjusted annually to reflect changes in
cost of living and population (using different definitions, which
were modified by Proposition 111).  Starting in the 1991-92
Fiscal Year, the Appropriations Limit was recalculated by taking
the actual 1986-87 limit and applying the annual adjustments as
if Proposition 111 had been in effect.

         Proposition 98.  On November 8, 1988, voters approved
Proposition 98, a combined initiative constitutional amendment
and statute called the "Classroom Instructional Improvement and
Accountability Act." Proposition 98 changed State funding of
public education below the university level, and the operation of
the State Appropriations Limit, primarily by guaranteeing local
schools and community colleges ("K-14 schools") a minimum share
of General Fund revenues.  Under Proposition 98 (as modified by
"Proposition 111" which was enacted on June 5, 1990), K-14
schools are guaranteed the greater of (a) in general, a fixed
percent of General Fund revenues (the "first test"), (b) the


                               31



<PAGE>

amount appropriated to K-14 schools in the prior year, adjusted
for changes in the cost of living (measured as in Article XIII B
by reference to State per capita personal income) and enrollment
(the "second test"), or (c) a third test, which would replace the
second test in any year when the percentage growth in per capita
General Fund revenues from the prior year plus one half of one
percent is less than the percentage growth in State per capita
personal income.  Under the third test, schools would receive the
amount appropriated in the prior year adjusted for changes in
enrollment and per capita General Fund revenues, plus an
additional small adjustment factor.  If the third test is used in
any year, the difference between the third test and the second
test would become a "credit" to schools which would be the basis
of payments in future years when per capita General Fund revenue
growth exceeds per capita personal income growth.  Legislation
adopted prior to the end of the 1988-89 Fiscal Year, implementing
Proposition 98, determined the K-14 schools' funding guarantee
under the first test to be 40.3 percent of the General Fund Tax
revenues, based on 1986-87 appropriations.  However, that amount
has been adjusted to 34 percent to account for a subsequent
redirection of local property taxes, since such redirection
directly affects the share of General Fund revenues to schools.  

         During the recession, General Fund revenues for several
years were less than originally projected, so that the original
Proposition 98 appropriations turned out to be higher than the
minimum percentage provided in the law. The Legislature responded
to these developments by designating the "extra" Proposition 98
payments in one year as a "loan" from future years' entitlements.
By implementing these actions, per-pupil funding from Proposition
98 sources stayed almost constant at approximately $4,220 from
Fiscal Year 1991-92 to Fiscal Year 1993-94.

         In 1992, a lawsuit was filed, called California
Teachers' Association v. Gould, which challenged the validity of
these off-budget loans. As part of the negotiations leading to
the 1995-96 Budget Act, an oral agreement was reached to settle
this case.  The settlement required adoption of legislation
satisfactory to the parties to implement its terms, which has
occurred.  The court gave final approval of the settlement in
late July, 1996.

         The settlement provides, among other things, that both
the State and K-14 schools share in the repayment of prior years'
emergency loans to schools. Of the total $1.76 billion in loans,
the State will repay $935 million by forgiveness of the amount
owed, while schools will repay $825 million. The State share of
the repayment will be reflected as an appropriation above the
current Proposition 98 base calculation. The schools' share of
the repayment will count as appropriations that count toward
satisfying the Proposition 98 guarantee, or from "below" the


                               32



<PAGE>

current base. Repayments are spread over the eight-year period of
1994-95 through 2001-02 to mitigate any adverse fiscal impact.
The Director of Finance has certified that a settlement has
occurred, allowing approximately $351 million in appropriations
from the 1995-96 Fiscal Year to be disbursed to schools in August
1996.

Short-Term Borrowing of California

         As part of its cash management program, the State has
regularly issued short-term obligations to meet cash flow needs.
Between spring 1992 and summer 1994, the State had depended upon
external borrowing, including borrowings extending into the
subsequent fiscal year, to meet its cash needs, including
repayment of maturing Notes and Warrants.  The State did not have
to resort to such cross-year borrowing during the 1995-96 Fiscal
Year.

         The State Treasurer is working closely with the State
Controller and the Department of Finance to manage the State's
cash flow on a regular basis, with the goal of reducing the
State's external cash flow borrowing.  The three offices are also
working to develop programs to use commercial paper in whole or
in part for the State's cash flow borrowing needs, and for
construction period financing for both general obligation
bond-funded and lease-revenue bond-funded projects.  The first
commercial paper program, for general obligation bonds, was
implemented in April, 1996.

         The State issued $3.0 billion of revenue anticipation
notes for the 1996-97 Fiscal Year on August 6, 1996, which mature
on June 30, 1997.

         The State has always paid the principal of and interest
on its general obligation bonds, lease-purchase debt, and
short-term obligations, including revenue anticipation notes and
revenue anticipation warrants when due.

1995-96 Fiscal Year

         As a result of the improving economy, with
resulting improved revenue and caseload estimates, the State
entered the 1995-96 Budget negotiations with the smallest
nominal "budget gap" to be closed in many years.
Nonetheless, serious policy differences between the Governor
and Legislature prevented timely enactment of the budget.
The 1995-96 Budget Act was signed by the Governor on
August 3, 1995, 34 days after the start of the fiscal year.
The Budget Act projected General Fund revenues and transfers
of $44.1 billion, a 3.5 percent increase from the prior
year. Expenditures were budgeted at $43.4 billion, a 4


                               33



<PAGE>

percent increase. The Department of Finance projected that,
after repaying the last of the carryover budget deficit,
there would be a positive balance of $28 million in the
budget reserve, the Special Fund for Economic Uncertainties
("SFEU"), at June 30, 1996.  The Budget Act also projected
Special Fund revenues of $12.7 billion and appropriated
Special Fund expenditures of $13.0 billion.

         The Department of Finance's May revision to the
1996-97 Governor's Budget, released on May 21, 1996, updated
the projections for the 1995-96 Fiscal Year, so that
revenues and transfers were estimated to be $46.1 billion,
some 2 billion over the original fiscal year estimate, which
was attributed to the strong economic recovery.
Expenditures also increased, to an estimated $45.4 billion
as a result of the requirement to expend revenues for
schools under Proposition 98, and, among other things,
failure of the federal government to enact welfare reform
and to budget new aid for illegal immigrant costs, both of
which the Administration had counted on to allow reductions
in State costs.  The Special Fund for Economic Uncertainties
was projected to have a small negative balance of about $70
million at June 30, 1996, all but eliminating the
accumulated budget deficit from the early 1990's.  The
Department also estimated that on June 30, 1996, available
internal borrowable resources (available cash, after payment
of all obligations due) would be about $4 billion,
representing a significant improvement in the State's cash
position, and ending the need for the deficit borrowing over
the end of the fiscal year.  The State's improved cash
position allowed it to repay the $4.0 billion Revenue
Anticipation Warrant issue on April 25, 1996, and to issue
only $2.0 billion of revenue anticipation notes during the
fiscal year, which matured on June 28, 1996.

1996-97 Fiscal Year

         The 1996-97 Governor's Budget, released January 10,
1996, projected General Fund revenues and transfers of $45.6
billion, a 1.3% increase over 1995-96.  Although an expected
strong economy would generate larger revenue growth, the
Governor proposed two major initiatives, a 15% personal and
corporate income tax cut and a revision of the trial court
funding program, which would have the effect of reducing
General Fund revenues.  The Governor's Budget proposed
General Fund expenditures of $45.2 billion.  The Governor's
Budget also proposed Special Fund revenues equal to
expenditures, at a level of $13.3 billion.

         The May Revision of the Governor's Budget, released
on May 21, 1996 ("May Revision"), updated revenue estimates


                               34



<PAGE>

for the 1996-97 Fiscal Year, reflecting stronger economic
activity in the State and thus greater revenue growth.  The
revised estimate was for $47.1 billion of revenues, still
assuming the Governor's tax cut would be enacted, and $46.5
billion of expenditures.

         The 1996-97 Budget Act was signed by the Governor
on July 15, 1996, along with various implementing bills.
The Governor vetoed about $82 million of appropriations
(both General Fund and Special Fund).  With signing of the
Budget Act, the State implemented its regular cash flow
borrowing program with the issuance of $3.0 billion of
Revenue Anticipation Notes to mature on June 30, 1997.  The
Budget Act appropriates a modest budget reserve in the SFEU
of $305 million, as of June 30, 1997.  The Department of
Finance projects that, on June 30, 1997, the State's
available internal borrowable (cash) resources will be $2.9
billion, after payment of all obligations due by that date,
so that no cross-fiscal year borrowing will be needed.

         Revenues  The Legislature rejected the Governor's
proposed 15% cut in personal income taxes (to be phased over
three years), bud did approve a 5% cut in bank and
corporation taxes, to be effective for income years starting
on January 1, 1997.  As a result, revenues for the Fiscal
Year will be an estimated $550 million higher than projected
in the May Revision, and and are now estimated to total
$47.643 billion, a 3.3 percent increase over the final
estimated 1995-96 revenues.  Special Fund revenues are
estimated to be $13.3 billion.

         Expenditures  The Budget Act contains General Fund
appropriations totaling $47.251 billion, a 4.0 percent
increase over the final estimated 1995-96 expenditures.
Special Fund expenditures are budgeted at $12.6 billion.

         The following are the principal features of the
1996-97 Budget Act:

         1.  Proposition 98 funding for schools and
community college districts increased by almost $1.6 billion
(General Fund) and $1.65 billion total above revised 1995-96
levels.  Almost half of this money was budgeted to fund
class-size reductions in kindergarten and grades 1-3.  Also,
for the second year in a row, the full cost of living
allowance (3.2 percent) was funded.  The Proposition 98
increases have brought K-12 expenditures to almost $4,800
per pupil, an almost 15% increase over the level prevailing
during the recession years.  Community colleges will receive
an increase in funding of $157 million of 1996-97 out of
this $1.6 billion total.


                               35



<PAGE>

         Because of the higher than projected revenues in
1995-96, an additional $1.1 billion was appropriated and
retroactively applied towards the 1995-96 Proposition 98
guarantee, bringing K-12 expenditures in that year to over
$4,600 per pupil.  These new funds were appropriated for a
variety of purposes, including block grants, allocations for
each school site, facilities for class size reduction, and a
reading initiative.  Similar retroactive increases totaling
$230 million, based on final figures on revenues and State
population growth, were made to the 1991-92 and the 1994-95
Proposition 98 guarantees, most of which was allocated to
each school site.

         2.  The Budget Act assumed savings of approximately
$660 million in health and welfare costs which required
changes in federal law, including federal welfare reform.
The Budget Act further assumed federal law changes in August
1996 which would allow welfare cash grant levels to be
reduced by October 1, 1996.  These cuts totaled
approximately $163 million of the anticipated $660 million
savings.

         On August 22, 1996, President Clinton signed into
law The Personal Responsibility and Work Opportunity Act,
which made significant reforms to the current welfare
system.  The law provides California approximately $3.7
billion in block grant funds for fiscal year 1996-97.  The
law allows states to implement new plans as soon as possible
and receive a prorated block grant effective the date of
application.  The California State Plan is to be submitted
in time to allow grant reductions to be implemented
effective January 1, 1997 (allowing $92 million of the $163
million, referred to above, to be saved) and to allow the
State to capture approximately $267 million in additional
federal block grant funds over the currently budgeted level.
None of the other federal changes needed to achieve the
balance of the $660 million cost savings were enacted.
Thus, in lieu of the $660 million savings initially assumed
to be saved, it is now projected that savings will total
approximately $360 million.

         3.  A 4.9 percent increase in funding for the
University of California ($130 million General Fund) and the
California State University system ($101 million General
Fund), with no increases in student fees, maintaining the
second year of the Governor's four-year "Compact" with the
State's higher education units.

         4.  The Budget Act assumed the federal government
will provide approximately $700 million in new aid for
incarceration and health care costs of illegal immigrants.


                               36



<PAGE>

These funds reduce appropriations in these categories that
would otherwise have to be paid from the General Fund.  (For
purposes of cash flow projections, the Department of Finance
expects $540 million of this amount to be received during
the 1996-97 fiscal year).

         5.  General Fund support for the Department of
corrections increased by about 7 percent over the prior
year, reflecting estimates of increased prison population.

         6.  With respect to aid to local governments, the
principal new programs included in the Budget Act are $100
million in grants to cities and counties for law enforcement
purposes, and budgeted $50 million for competitive grants to
local governments for programs to combat juvenile crime.

         The Budget Act did not contain any tax increases.
As noted, there was a reduction in corporate taxes.  In
addition, the Legislature approved another one-year
suspension of the Renters Tax Credit, saving $520 million in
expenditures.

Economic Overview

         California's economy is the largest among the 50
states and one of the largest in the world.  The State has a
diverse economy, with major employment in the agriculture,
manufacturing, high technology, services, trade,
entertainment and construction sectors.  The total state
gross domestic product of about $890 billion in 1995 was
larger than all but six nations in the world.

         After suffering through a severe recession,
California's economy has been on a steady recovery since the
start of 1994.  Employment has grown by over 500,000 in 1994
and 1995, and the pre-recession level of total employment is
expected to be matched by early 1996.  The strongest growth
has been in export-related industries, business services,
electronics, entertainment and tourism, all of which have
offset the recession-related losses which were heaviest in
aerospace and defense-related industries (which accounted
for two-thirds of the job losses), finance and insurance.
Residential housing construction, with new permits for under
100,000 annual new units issued in 1994 and 1995, is weaker
than in previous recoveries, but has been growing slowly
since 1993.

         The California Employment Development Department's
wage and salary job figures reflecting the entire universe
of employers indicate that employment bottomed in the spring
of 1993, and after a period of stability, began a sustained


                               37



<PAGE>

recovery later that year.  Job gains in these high-wage
service industries are helping to cushion the ongoing losses
in aerospace.

         The Department of finance, as set forth in the
May 21, 1996 revision of the 1996-97 Governor's Budget
estimates that personal income will grow by 6.1 percent in
1996 and 6.0 percent in 1997.  The Department also estimates
nonfarm and salary employment to increase by 2.7 percent in
1996 and 2.6 percent in 1997, while housing permits are
expected to rise 2.7 percent in 1996 and 3.1 percent in
1997.

         The State's Employment Development Department
reports that the State's unemployment rate dropped from 9.4
percent in 1993 to 8.6 percent in 1994 and 7.8 percent in
1995.  This rate is still running above the national
unemployment rate, which averaged 5.6 percent in 1995.

         Retail sales continued to gain momentum throughout
1995.  Sales in total for 1995 showed gains of 3.9 percent
from 1994, but still lagged behind national sales, which
gained 4.9 percent over the same period.  The Department of
Finance estimates that the California consumer price index
should average 2.7 percent in 1996 and 3.1 percent in 1997.
Subtracting inflation from the rise in personal income, real
personal income is expected to increase 3.4 percent in 1996
and 2.9 percent in 1997.

Orange County Bankruptcy

         On December 6, 1994, Orange County, California (the
"County"), together with its pooled investment funds (the
"Pools") filed for protection under Chapter 9 of the federal
Bankruptcy Code, after reports that the Pools had suffered
significant market losses in their investments, causing a
liquidity crisis for the Pools and the County.  More than
200 other public entities, most of which, but not all, are
located in the County, were also depositors in the Pools.
The County has reported the Pools' loss at about $1.69
billion, or about 23% of their initial deposits of
approximately 7.5 billion.  Many of the entities which
deposited moneys in the Pools, including the County, faced
interim and/or extended cash flow difficulties because of
the bankruptcy filing and may be required to reduce programs
or capital projects.  The county has embarked on a fiscal
recovery plan based on sharp reductions in services and
personnel, and rescheduling of outstanding short-term debt
using certain new revenues transferred to the County from
other local governments pursuant to special legislation
enacted in October 1995.


                               38



<PAGE>

         The State has no existing obligation with respect
to any outstanding obligations or securities of the County
or any of the other participating entities.

Litigation

         In the consolidated state case of Malibu Video
Systems, et al. v. Kathleen Brown and Abramovitz, et al. v.
Wilson, et al., a stipulated judgment has been entered
requiring return of $119 million plus interest to specified
special funds over a period of up to five years beginning in
fiscal year 1996-97.  The federal cases will be dismissed.

         In Parr v. State of California the parties entered
into a Settlement Agreement, which has been approved by the
Court, and is reflected in a judgment entered by the Court.
Under the terms of the judgment, a maximum of $1.3 million
will be paid to eligible separated State employees and
approximately $1 million will be paid in statutory
attorney's fees and costs.  In addition, eligible current
State employees will receive employee leave, in an amount
presently not quantified.

         The State has settled Pearce Investment, Ltd. et
al. v. Franchise Tax Board and related cases for $20
million, and the litigation has been dismissed.

         The State is presently involved in certain legal
proceedings that, if decided against the State, may require
the State to make significant future expenditures or may
impair future revenue sources.  

CONNECTICUT PORTFOLIO

         The following is based on information obtained from
an Official Statement, dated August 15, 1996, relating to
$120,000,000 State of Connecticut General Obligation Bonds
(1996 Series B).

The Governor's Recommended Budget For 1995-96 and 1996-97

         The Biennial budget for fiscal 1995-96 anticipated
General Fund revenues of $8,837.0 million and General Fund
expenditures of $8,836.8 million resulting in a projected
surplus of $0.2 million.  As of August 1, 1996 the surplus
was reported to be $224.7 million.  This increased surplus
is primarily the result of higher than anticipated revenue
collections of $252.5 million above original budget
projections.  The improved revenue results are offset
somewhat by Medicaid expenditures anticipated to be higher
than appropriations and costs associated with settlements in


                               39



<PAGE>

lawsuits against the State.  Up to $89.5 million of the
fiscal 1995-96 surplus shall be deemed to be appropriated to
the Economic Recovery Fund to meet the fiscal 1996-97 debt
service payments on the Economic Recovery Notes.  

1996-97 Enacted Budget

         For fiscal 1996-97, the adopted budget anticipates
General Fund revenues of $9,158.0 million and General Fund
expenditures of $9,157.8 million resulting in a projected
surplus of $0.2 million.  These estimates which have been
updated by the midterm budget adjustments anticipate General
Fund expenditures of $9,049.4 million and General Fund
revenue of $9,049.7 million resulting in a projected surplus
of $.3 million.  In accordance with Section 4.30a of the
Connecticut General Statutes these surpluses will be
deposited into the Budget Reserve Fund.

         Pursuant to Article 28 of the amendments to the
Constitution of the State of Connecticut and Section 2-33a
of the Connecticut General Statutes, the Governor's
Recommended Budget for the biennium remains within the
limits imposed by the expenditure cap.  For fiscal year
1995-96 and for fiscal year 1996-97, permitted growth in
capped expenditures is 3.59% and 3.43%, respectively.  The
Recommended Budget is $126.2 million below the expenditure
cap in fiscal year 1995-96 and $212.0 million below the
expenditure cap in fiscal year 1996-97.

         The adopted budget reflects implementation of
significant tax changes aimed at increasing overall
disposable income and encouraging economic expansion in the
State.  A phase down in the personal income tax rate was
enacted, pursuant to which the tax rate on the first $4,500
of taxable income for joint filers and the first $2,250 for
single filers was dropped from 4.5% to 3% for the income
year commencing January 1, 1996.  For income years
commencing on or after January 1, 1997, the application of
the 3% rate is further expanded to the first $9,000 of
taxable income for joint filers and the first $4,500 for
single filers.  In addition, a new personal income tax
credit, limited to no more than $100 per filer, has been
added with the income years commencing on or after January
1, 1996.  To improve the business climate in the State and
stimulate long term job growth, legislation was also enacted
which will reduce Connecticut's corporate tax rate from its
current rate of 11.25% to 7.5% by January 1, 2000.  The
General Assembly also enacted legislation to phase down the
State's hospital gross earnings tax resulting in a $26.0
million revenue reduction in fiscal 1996-97 and repealed the
deferral of certain business tax credits which is expected


                               40



<PAGE>

to result in a revenue reduction of $13.0 million in fiscal
1996-97.

         Economic Overview

         Connecticut is a mature and highly developed state
located in proximity to significant centers of consumer and
industrial activity.  Connecticut's economy is diverse, with
manufacturing, services and trade accounting for
approximately 70% of total non-agricultural employment.
Non-manufacturing employment has risen significantly.  The
rapid relative growth in the non-manufacturing sector as
compared to the manufacturing sector is a trend that is in
evidence nationwide and reflects the increased importance of
the service industry.  Between 1985, when Connecticut's
manufacturing peaked, and 1994 employment in manufacturing
declined 30.1%.  Over the past several decades the non-
manufacturing sector of the State's economy has risen in
economic importance, from just over 50% of total State
employment in 1950 to approximately 81.5% by 1994.  This
trend has decreased the State's dependence on manufacturing.
The State's non-manufacturing sector expanded by 1.7% in
1994 as compared to 1993, and 1.4% in 1993 as compared to
1992, following three years of decline starting in 1990.
During the 1990s Connecticut's growth in non-manufacturing
employment has lagged that of the New England region and the
nation as a whole.

         In Connecticut, the export sector of manufacturing
has assumed an increasingly important role in overall
economic growth.  From 1990 to 1994, Connecticut's exports
of goods grew at an average annual rate of 7.6%.  Overall,
growth in exports for manufacturing products from 1990 to
1994 gradually expanded from 5.5% of gross state product in
1990 to 6.1% in 1994.

         After enjoying a boom during the mid-1980s,
Connecticut, as well as the rest of the Northeast,
experienced an economic slowdown before the onset of the
national recession in the latter half of 1990.  Reflecting
the downturn, the unemployment rate in the State rose from a
low of 3% in 1988, to just above the national average of
7.4% during 1992.  Since 1992, the unemployment rate has
declined annually to a rate of 5.6% for 1994.

         Connecticut has a high level of personal income.
Historically, its average per capita income has been among
the highest in the nation.  According to projections made by
the U.S. Department of Commerce through the year 2005,
Connecticut is expected to continue to rank first in the



                               41



<PAGE>

nation in state per capita income throughout the projected
period.

         The State derives approximately 75% of its revenues
from taxes imposed by the State.  Miscellaneous fees,
receipts and transfers and federal grants account for most
of the other State revenues.  The State finances its
operations primarily through the General Fund which receives
most tax and non-tax revenues of the State, with the
exception of certain transportation-related taxes, fees and
revenues.

State Indebtedness

         There can be no assurance that general economic
difficulties or the financial circumstances of Connecticut
or its towns and cities will not adversely affect the market
value of its obligations or the ability of Connecticut
issuers or obligors of state, municipal and public authority
debt obligations to meet their obligations thereunder.  

         The State has established various statewide
authorities and two regional water authorities, one of which
has since become independent, to finance revenue-producing
projects, five of which statewide authorities have the power
to incur, under certain circumstances, indebtedness for
which the State has contingent or, in limited cases, direct
liability.  In addition, recent State statutes have been
enacted and implemented with respect to certain bonds issued
by the City of Bridgeport for which the State has contingent
liability and by the City of West Haven for which the State
has direct guarantee liability.

         Connecticut has no constitutional limit on its
power to issue obligations or incur indebtedness other than
that it may only borrow for public purposes.  In general,
Connecticut has borrowed money through the issuance of
general obligation bonds for the payment of which the full
faith and credit of the State are pledged.  There are no
express statutory provisions establishing any priorities in
favor of general obligation bondholders over other valid
claims against Connecticut.

Litigation

         The State, its officers and employees, are
defendants in numerous lawsuits.  The Attorney General's
Office has reviewed the status of pending lawsuits and
reports that an adverse decision in certain cases could
materially affect the State's financial position.



                               42



<PAGE>

NEW JERSEY PORTFOLIO

         The following is based on information obtained from
an Official Statement, dated April 15, 1996, relating to
$526,800,000 State of New Jersey General Obligation Bonds,
Refunding Bonds (Series E) and $270,000,000 State of New
Jersey General Obligation Bonds (various purpose).

Economic Climate

         New Jersey is the ninth largest state in population
and the fifth smallest in land area.  With an average of
1,062 persons per square mile, it is the most densely
populated of all the states.  Between 1980 and 1990 the
annual population growth rate was .49% and between 1990 and
1994 the growth rate accelerated to .52%.  While this rate
of growth compared favorably with other Middle Atlantic
States, it was less than the national rate of increase.

         The State's economic base is diversified,
consisting of a variety of manufacturing, construction and
service industries, supplemented by commercial agriculture.
In 1976, voters approved casino gambling for Atlantic City,
and that city has again become an important State tourist
attraction.

         Total personal income in New Jersey stood at $210.9
billion for 1993 and $219.3 billion for 1994.  Personal
income increased 4% between 1993 and 1994 but was below the
national rate of 5.3%.  Historically, New Jersey's average
per capita income has been well above the national average.
The differential narrowed during the 1970s but widened in
the 1980s.  In 1994, the State ranked second among all
states in per capita personal income ($27,742).

         After experiencing a boom during the mid-1980s, New
Jersey, as well as the rest of the Northeast United States,
slipped into a slowdown well before the onset of the
national recession, which officially began in July 1990
(according to the National Bureau of Economic Research).  By
the beginning of the national recession, there had already
been a decline in construction activity and the growth in
the service sectors and the long-term downtrend of factory
employment had accelerated, partly because of a leveling off
of industrial demand nationally.  The onset of recession
caused an acceleration of New Jersey's job losses in
construction and manufacturing as well as an employment
downturn in such previously growing sectors as wholesale
trade, retail trade, finance, utilities and trucking and
warehousing.



                               43



<PAGE>

         Reflecting the downturn, the rate of unemployment
in New Jersey rose from 3.6% during the first quarter of
1989 to a recessionary peak of 9.3% in 1992.  The jobless
rate averaged 6.4% during the first ten months of 1995.

         For the recovery period as a whole, May 1992 to
October 1995, service-producing employment in New Jersey has
expanded by 188,300 jobs.  Hiring has been reported by food
stores, auto dealers, wholesale distributors, trucking and
warehousing firms, utilities, business and
engineering/management service firms, hotels/hotel-casinos,
social service agencies and health care providers other than
hospitals.  Employment growth was particularly strong in
business services and its personnel supply component with
increases of 14,400 and 5,800, respectively, in the 12-month
period ending October 1995.

         The manufacturing sector showed evidence of
improvement through 1994.  Factory employment losses slowed
between 1992 and 1994, as the plant closings and layoffs of
the recessionary period tapered off and were increasingly
counterbalanced by the expansionary impact of rising
industrial demand.  After totaling about 134,000 over the
four-year period through the end of 1992 (an average of
33,500 per year), New Jersey's factory job losses tapered
off to 11,100 during 1993 and 5,400 during 1994.  During
1995, however, manufacturing job losses appeared to have
accelerated, reflecting a slowdown in national manufacturing
production activity, with an employment loss of 16,600 for
the 12-month period ending October 1995.  After having
enjoyed actual growth in the number of production workers in
1994, the number of blue-collar workers resumed their
decline in 1995 at the same time that managerial and office
staff were also reduced as part of nationwide downsizing.

         Conditions have slowly improved in the construction
industry, where employment has risen by 21,200 since its low
in May 1992.  When it began during the late spring of 1992,
this sector's hiring rebound was driven primarily by
increased homebuilding and public works projects.
Nonresidential construction activity has begun to increase
in the last two years.  Contract awards in this sector
posted a 9.7% gain in 1993 and 19.8% in 1994.  More
recently, nonresidential building construction contracts
increased by 9.0% in the first three quarters of 1995
compared with the same period in 1994.  Residential
construction contracts through September 1995, despite
monthly fluctuations, stayed almost even with 1994 ($1,671
million in the first three quarters of 1995 versus $1,677
million in the same period of 1994).  Despite a 7.2% decline
in nonbuilding or infrastructure construction, largely due


                               44



<PAGE>

to a slowing in public construction projects, total
construction contracts rose by 1.6% when comparing the first
nine months of 1994 and 1995.  Vehicle registrations issued
during 1993 were up 18% from 1992 and rose 5.5% from 1993 to
1994.  However, registrations were down 2.3% through August
1995, when compared to the same time period in 1994.

         Another indicator of economic improvement is
increased consumer spending as evidenced by rising retail
sales.  While overall retail sales in New Jersey grew by
only 1.5% during 1993, they performed much better in 1994
and continued to increase, despite some fall off in the
winter of 1995.  Sales advanced briskly with retail receipts
up 8.1% during 1994 compared with 1993, which was somewhat
higher than the 7.8% growth registered nationwide.  Consumer
spending was sluggish during the winter months of 1995 both
nationally and in the State.  Statewide sales of retail
stores regained momentum in May 1995 and were on a
moderately upward trend through August 1995, resulting in
sales growth of 3.1% when comparing the first eight months
of 1994 with those of 1995.  The rising trend in retail
sales has translated into steady increases in retail trade
jobs (both full- and part-time) and, in September and
October 1995, retail employment rose by a total of 5,600
jobs.

Financial Condition

         The State Constitution provides, in part, that no
money may be drawn from the State Treasury except for
appropriations made by law and that no law appropriating
money for any State purpose shall be enacted if the amount
of money appropriated therein, together with all other prior
appropriations made for the same fiscal year, exceeds the
total amount of revenue on hand and anticipated to be
available for such fiscal year, as certified by the
Governor.

         Should it appear that revenues will be less than
the amount anticipated in the budget for a fiscal year, the
Governor may take steps to reduce State expenditures.  The
State Constitution additionally provides that no
supplemental appropriation may be enacted after adoption of
an appropriations act except where there are sufficient
revenues on hand or anticipated, as certified by the
Governor, to meet such appropriation.

         For the fiscal year ended June 30, 1997, the
undesignated fund balances in the General Fund, in which the
largest part of the financial operations of the state is
accounted for, were projected to be $607.0 million and


                               45



<PAGE>

$569.2 million for fiscal year 1996.  Such balance was $1.4
million for the 1992 fiscal year, $760.8 million for the
1993 fiscal year, $937.4 million for the 1994 fiscal year,
and $926.0 million for the 1995 fiscal year.

         There are 567 municipalities and 21 counties in New
Jersey.  During 1993, 1994 and 1995 no county exceeded its
statutory debt limitations or incurred a cash deficit in
excess of 4% of its tax levy.  The number of municipalities
which exceeded statutory debt limits was six as of December
31, 1994.  Two municipalities incurred a cash deficit
greater than 4% of its tax levy for 1994 and 1995.  No New
Jersey municipality or county has defaulted on the payment
of interest or principal on any outstanding debt obligation
since the 1930's.

         The Local Authorities Fiscal Control Law provides
for State supervision of the fiscal operations and debt
issuance practices of local financing authorities.  The
Local Authorities Fiscal Control law applies to all
autonomous public bodies created by counties or
municipalities empowered to issue bonds, impose facility or
service charges, or levy taxes in their districts.  This
encompasses most autonomous local authorities (sewerage,
municipal utilities, parking, pollution control,
improvement, etc.) and special taxing districts (fire,
water, etc.). 

         As of June 30, 1994, there were 196 locally created
authorities with a total outstanding capital debt of
approximately $7.0 billion (figures do not include housing
authorities and redevelopment agencies).  This amount
reflects outstanding bonds, notes, and loans payable by the
authorities as of their respective fiscal years ended
nearest to June 30, 1994.

Litigation

         There are a number of suits making monetary claims
against the State, its agencies and employees that together
if decided in favor of the complainants would significantly
increase State expenditures above those anticipated.  There
are also individual suits that could have that effect.
Among them are suits challenging (a) amendments to the
pension laws enacted on June 30, 1994; (b) the method of
calculating/collecting the hospital assessment authorized by
the Health Care Reform Act of 1992; (c) the
constitutionality of annual A-901 hazard and solid waste
licensure renewals fees collected by the Department of
Environmental Protection and Energy; (d) the state's failure
to provide funding to hospitals required by state law to


                               46



<PAGE>

treat all patients, regardless of ability to pay; and
(e) the states compliance with the court order in Abbot v.
Burke to close the spending gap between poor urban school
districts and wealthy districts.

VIRGINIA PORTFOLIO

         The following is based on information obtained from
an Official Statement, dated May 15, 1996, relating to
$111,515,000 Commonwealth of Virginia General Obligation
Bonds, Series 1996.

Economic Climate

         The Commonwealth of Virginia is the twelfth most
populous state in the nation, with approximately 6,646,000
residents.  In 1995, its population density was 168 persons
per square mile, compared with 72 persons per square mile
for the United States.

         The Commonwealth is divided into five distinct
regions--a coastal plain cut into peninsulas by four large
tidal rivers, a piedmont plateau of rolling farms and
woodlands, the Blue Ridge Mountains, the fertile Shenandoah
Valley and the Appalachian plateau extending over the
southwest corner of the Commonwealth.  Approximately one-
third of all land in Virginia is used for farming and other
agricultural services.  This variety of terrain, the
location of the Commonwealth on the Atlantic Seaboard at the
southern extremity of the northeast population corridor and
its close proximity to the nation's capital have had a
significant influence on the development of the present
economic structure of the Commonwealth.

         The largest metropolitan area is the Northern
Virginia portion of the Washington, D.C.  This is the
fastest growing metropolitan area in the Commonwealth and
had a 1994 population of 1,889,000.  Northern Virginia has
long been characterized by the large number of people
employed in both civilian and military work with the federal
government.  However, it is also one of the nation's leading
high-technology centers for computer software and
telecommunications.  Per capita income for the Northern
Virginia portion of Washington, D.C. in 1994 was $27,761.

         According to the U.S. Department of Commerce,
Virginians received over $148 billion in personal income in
1994, representing an increase of 89% over 1985 and greater
than the national gain of 71.3% for the same period.  In
1994, Virginia had per capita income of $22,594, the highest
of the Southeast region and greater than the national


                               47



<PAGE>

average of $21,809.  Virginia's per capita income rose from
94% to 104% of the national average from 1970 to 1994.
However, Virginia per capita personal income in 1990, 1992
and 1994 grew at a lower rate than the U.S. average.  Much
of Virginia's per capita income gain in the last decade has
been due to the continued strength of the manufacturing
sectors and the rapid growth of the high-technology
industries.

         The value of all residential unit permits issued in
1994 was $3.9 billion, a 6.1 percent increase from 1993.
Total residential building permits increased 3.5 percent
between 1993 and 1994 but displayed an overall decline of 18
percent between 1989 and 1994.  Residential construction in
the Virginia portion of Washington, D.C., the Norfolk-
Virginia Beach-Portsmouth area and the Richmond-Petersburg
area accounted for nearly two-thirds of the state's total
residential construction.

         More than 3 million residents of the Commonwealth
are in the civilian labor force.  Services, the largest
employment sector, accounts for 28.4% of nonagricultural
employment, and has increased 19.1% from 1991-1995.
Manufacturing is also a significant employment sector,
accounting for 13.1% of nonagricultural employment in 1995.
The industries with the greatest manufacturing employment
are transportation equipment, textiles, food processing,
printing, electric and electronic equipment, apparel,
chemicals, lumber and wood products and machinery.
Employment in the manufacturing sector decreased 2.4% from
1991 to 1995.  

         Virginia generally has one of the lowest
unemployment rates in the nation, according to statistics
published by the U.S. Department of Labor.  During 1995, an
average of 4.5% of Virginia's citizens were unemployed as
compared with the national average which was 5.6%.

         Virginia is one of twenty states with a Right-to-
Work Law and has a record of good labor management
relations.  Its favorable business climate is reflected in
the relatively small number of strikes and other work
stoppages it experiences.

         Virginia is one of the least unionized of the more
industrialized states.  Three major reasons for this
situation are the Right-to-Work Law, the importance of
manufacturing industries such as textiles, apparel, electric
and electronic equipment and lumber which are not highly
organized in Virginia and the importance of federal civilian
and military employment.  Typically the percentage of


                               48



<PAGE>

nonagricultural employees who belong to unions in the
Commonwealth has been approximately half the U.S. average.

Financial Condition

         The Constitution of Virginia limits the ability of
the Commonwealth to create debt.  The Constitution requires
the Governor to ensure that expenses do not exceed total
revenues anticipated plus fund balances during the period of
two years and six months following the end of the General
Assembly session in which the appropriations are made.  An
amendment to the Constitution, effective January 1, 1993,
established the Revenue Stabilization Fund.  The Revenue
Stabilization Fund is used to offset, in part, anticipated
shortfalls in revenues in years when appropriations, based
on previous forecasts, exceed expected revenues in
subsequent forecasts.

         On May 16, 1996, the Governor indicated his
intention not to sign the 1996 Budget Bill, as amended, and
the Attorney General of the Commonwealth of Virginia filed a
petition for a writ of mandamus against the Comptroller in
the Supreme Court of Virginia (Gilmore v. Landsidle, Record
No. 961014).  The purpose of this action is to determine the
validity of the 1996 Budget Bill, as amended, and to clarify
the scope of the Governor's constitutional authority to veto
budgetary items.  The spending authority in dispute has no
effect on any debt service payments on any bonds of the
Commonwealth, its agencies or instrumentalities, but
challenges only the 1996 amendments to the 1994-96 biennial
budget and does not question the 1996-98 Appropriation Act.

         Tax-supported debt of Virginia includes both
general obligation debt and debt of agencies, institutions,
boards and authorities for which debt service is expected to
be made in whole or in part from appropriations of tax
revenues.  Certain bonds issued by certain authorities that
are designed to be self-supporting from their individual
loan programs are secured in part by a moral obligation
pledge of Virginia.  Virginia may fund deficiencies that may
occur in debt service reserves for moral obligation debt.
To date, these authorities have not requested that the
Commonwealth fund reserve deficiencies for this debt.  There
are also several authorities and institutions of the
Commonwealth that issue debt for which debt service is not
paid through appropriations of state tax revenues and for
which there is no moral obligation pledge to consider
funding debt service or reserve fund deficiencies.

         In fiscal year 1995, revenues increased 6.2% from
1994 while total expenditures increased by 10.25%.  Although


                               49



<PAGE>

revenues exceeded expenditures in fiscal year 1995, the
total general fund balance decreased by $168.0 million.
This decrease in the general fund is attributable to a 23%
increase in transfers from the general fund, including a
$60.0 million settlement payment to federal retirees (see
"Litigation" below).

Litigation

         The Commonwealth, its officials and employees are
named as defendants in legal proceedings which occur in the
normal course of governmental operations, some involving
substantial amounts.  It is not possible at the present time
to estimate the ultimate outcome or liability, if any, of
the Commonwealth with respect to these lawsuits.  However,
the ultimate liability resulting from these suits is not
expected to have a material, adverse effect on the financial
condition of the Commonwealth.

         In Davis v. Michigan (decided March 28, 1989), the
United States Supreme Court ruled unconstitutional states'
exempting from state income tax the retirement benefits paid
by the state or local governments without exempting
retirement benefits paid by the federal government.  At that
time, Virginia exempted state and local retirement benefits
but not federal retirement benefits.  At a Special Session
held in April 1989, the General Assembly repealed the
exemption of state and local retirement benefits.

         In Harper v. Department of Taxation, commenced in
1989, federal retirees sought refunds of state income taxes
during 1985-1988.  In a Special Session in 1994, the General
Assembly passed emergency legislation to provide payments to
federal retirees in settlement of their claims for overpaid
taxes.  Approximately 91% of the retirees accepted the
settlement which provided for annual payments over a five-
year period, commencing March 31, 1995.

         On September 15, 1995, the Virginia Supreme Court
rendered its decision in Harper, reversed the judgment of
the trial court, entered final judgment in favor of the
plaintiff retirees who elected not to settle, and directed
that the amounts unlawfully collected be refunded with
statutory interest.  The total cost of refunding all
Virginia income taxes paid on federal pensions on account of
the settlement (approximately $316.2 million) and the
judgment ($78.7 million) is approximately $394.9 million, of
which $203.2 million ($124.5 in respect of the settlement
and the entire $78.7 million in respect of the judgment) has
been paid, leaving $191.7 million payable in respect of the
settlement--approximately $63.2 million in fiscal year 1997,


                               50



<PAGE>

$62.5 million on March 31, 1998, and (subject to
appropriation) $66 million on March 31, 1999.

FLORIDA PORTFOLIO

         The following is based on information obtained from
an Official Statement, dated September 1, 1996, relating to
$250,000,000 State of Florida Full Faith and Credit State
Board of Education Public Education Capital Outlay Bonds,
1996 Series A.

Economic Climate

         As of April 1, 1995 Florida was the fourth most
populous state in the nation with an estimated population of
14.1 million.  The State's average annual population growth
since 1985 has been approximately 2.3% while the nation's
average annual growth rate for the same period was
approximately 1.0%.  During this same period, Florida
maintained an average growth of approximately 227,000 new
residents per year.

         From 1985 through 1995 Florida's per capita income
rose an average of 5.0% per year, while the national per
capita income increased an average of 4.9%.  The structure
of Florida's income differs from that of the nation.
Because Florida has a proportionally greater retiree
population, property income (dividends, interest and rent)
and transfer payments (social security and pension benefits)
are a relatively more important source of income.  Florida's
employment income in 1995 represented 60.6% of total
personal income, while the U.S. share of total personal
income in the form of wages and salaries and other labor
benefits was 70.8%.  One positive aspect of this greater
diversity is that transfer payments are typically less
sensitive to the business cycle than employment income, and,
therefore, act as stabilizing forces in weak economic
periods.  From 1985 through 1995, Florida's total personal
income increased by 103% and per capita income expanded by
approximately 62.5%.  For the U.S., total and per capita
personal income increased by approximately 77.8% and 61.0%,
respectively.  The Southeast as a whole increased its
personal income by 90.2% and its per capita income by
approximately 68.2%.

         Since 1985, Florida's total employment increased by
approximately 28.5%   Since 1985 non-agricultural job
creation has increased by over 36% compared to the national
average which increased by 17% over the same period.
Contributing to Florida's rapid rate of growth in employment
and income is international trade.  Structural changes to


                               51



<PAGE>

Florida's economy have also contributed heavily to the
State's strong performance.  The State is now less dependent
on employment from construction and construction-related
manufacturing and resource based manufacturing, which have
declined as a proportion of total state employment.  

         Florida's service industries sector accounts for
nearly 87% of total non-farm employment in Florida.  While
structurally the southeast and the nation are endowed with a
greater proportion of manufacturing jobs, which tend to pay
higher wages than some types of service jobs, service
employment, historically, tends to be less sensitive to the
business cycle.  Moreover, manufacturing jobs nationwide and
in the southeast are concentrated in areas such as heavy
equipment, primary metals, chemicals, and textile mill
products.  Florida's manufacturing section has a
concentration in high-tech and high value added sectors,
such as electrical and electronic equipment, as well as
printing and publishing.  These types of jobs tend to be
less cyclical than other forms of manufacturing.  Since the
beginning of the nineties Florida's manufacturing sector has
kept pace with the nation at about 2.6% of total U.S.
manufacturing.  Tourism is also one of Florida's most
important industries.  Approximately 40.7 million people
visited the State in 1995.

         Florida's dependency on the highly cyclical
construction and construction-related manufacturing sectors
has declined.  For example, total contract construction
employment as a share of total non-farm employment reached a
peak of over 10% in 1973.  In 1980, the share was roughly
7.5% percent, and in 1995, the share had edged downward to
nearly 5%.  This trend is expected to continue as Florida's
economy continues to diversify.  Florida, nevertheless, has
a dynamic construction industry, with single and multi-
family housing starts accounting for approximately 8.5% of
total U.S. housing starts in 1995, while the State's
population is 5.4% of the nation's population.  Total
housing starts were 115,500 in 1995.

         Florida's unemployment rate through the 1980's
tracked above the national average.  In recent years,
however, the unemployment rate has tracked above the
national average.  The average rate of unemployment for
Florida since 1986 is 6.2%, while the national average is
also 6.2%.  







                               52



<PAGE>

Fiscal Matters

         In December 1992 the State legislature enacted a
law whereby the projected revenue windfall will be
transferred from the General Revenue Fund to a Trust Fund to
defray the costs of matching funds and a wide array of
expenditures related to Hurricane Andrew. The amount of the
transfer will change based on revisions made by the State's
Revenue Estimating Conference. The State's Revenue
Estimating Conference has estimated that additional non-
recurring general revenues of $159 million during fiscal
year 1994-95 will be generated as a result of increased
economic activity due to Hurricane Andrew.

         On November 8, 1994 a constitutional amendment was
ratified by the voters which limits the growth in state
revenues in a given fiscal year to no more than the average
annual growth rate in Florida personal income over the
previous five years.  Revenues collected in excess of the
limitation are to be deposited into the Budget Stabilization
Fund unless 2/3 of the members of both houses of the
legislature vote to raise the limit.  For the first year
which is fiscal year 1995-96, the limit is based on actual
revenues from fiscal year 1994-95.  State revenues are
defined as taxes, licenses, fees, charges for services
imposed by the Legislature on individuals, business or
agencies outside of state government and revenue from the
sale of lottery tickets.

         Florida prepares an annual budget which is
formulated each year and presented to the Governor and
Legislature. Under current law, the State budget as a whole,
and each separate fund within the State budget, must be kept
in balance from currently available revenues each State
fiscal Year.

         In fiscal year 1995-1996, Florida derived an
estimated 66% of its total direct revenues from State taxes
and fees. Federal funds and other special revenues accounted
for the remaining revenues.  Florida does not currently
impose an individual income tax. The greatest single source
of tax receipts in Florida is the sales and use tax,
accounting for 69% of general revenue funds available. For
the fiscal year which ended June 30, 1996, receipts from
this source were $11,461 million, an increase of 7.4% from
fiscal year 1994-95

         For fiscal year 1995-96 general revenue plus
working capital and budget stabilization funds were
$15,311.3 million, a 3.3% increase over 1994-95.  Based on
effective general revenue fund appropriations of $14,808.6


                               53



<PAGE>

million, unencumbered reserves at the end of fiscal year
1995-96 are estimated at 502.7 million.

         In fiscal year 1996-97, the estimated general
revenue plus working capital and budget stabilization funds
available are estimated to be $16,094.7 million, a 5.1%
increase from fiscal year 1995-96.  The $15,236.5 million in
estimated revenues represents a 4.8% increase from the
analogous figures in 1995-96.  With combined general
revenue, working capital and budget stabilization fund
appropriations at $15,576.5 million unencumbered reserves at
the end of 1996-97 are estimated at $518.2 million.

         The Florida Constitution places limitations on the
ad valorem taxation of real estate and tangible personal
property for all county, municipal or school purposes, and
for water management districts. Counties, school districts
and municipalities are authorized by law, and special
districts may be authorized by law, to levy ad valorem
taxes. The State does not levy ad valorem taxes on real
property or tangible personal property. These limitations do
not apply to taxes levied for payment of bonds and taxes
levied for periods not longer than two years when authorized
by a vote of the electors. The Florida Constitution and the
Florida Statutes provide for the exemption of homesteads
from all taxation, except for assessments for special
benefits, up to the assessed valuation of $5,000. For every
person who is entitled to the foregoing exemption, the
exemption is increased to a total of $25,000 of assessed
valuation for taxes levied by governing bodies.

                                                            

                     INVESTMENT RESTRICTIONS
                                                            

         Unless specified to the contrary, and except with
respect to paragraph number 1 below, which does not set forth a
"fundamental" policy of the Florida Portfolio, the following
restrictions apply to each Portfolio and are fundamental policies
which may not be changed with respect to each Portfolio without
the affirmative vote of the holders of a majority of such
Portfolio's outstanding voting securities, which means with
respect to any Portfolio (1) 67% or more of the shares
represented at a meeting at which more than 50% of the
outstanding shares are present in person or by proxy or (2) more
than 50% of the outstanding shares, whichever is less.  If a
percentage restriction is adhered to at the time of an
investment, a later increase or decrease in percentage resulting
from a change in values of portfolio securities or in the amount



                               54



<PAGE>

of a Portfolio's assets will not constitute a violation of that
restriction.

         A Portfolio:

         1.   May not purchase any security which has a maturity
date more than one year*  (397 days in the case of the New Jersey
and Virginia  Portfolios) from the date of such Portfolio's
purchase; 

         2.   May not invest more than 25% of its total assets in
the securities of issuers conducting their principal business
activities in any one industry, provided that for purposes of
this policy (a) there is no limitation with respect to
investments in municipal securities (including industrial
development bonds), securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities, certificates of
deposit, bankers' acceptances and interest-bearing savings
deposits, and (b) consumer finance companies, industrial finance
companies and gas, electric, water and telephone utility
companies are each considered to be separate industries.  For
purposes of this restriction and those set forth in restrictions
4 and 5 below, a Portfolio will regard the entity which has the
primary responsibility for the payment of interest and principal
as the issuer;

         3.   May not invest more than 25% of its total assets in
municipal securities (a) whose issuers are located in the same
state, or (b) the interest upon which is paid from revenues of
similar-type projects, except that subsection (a) of this
restriction 3 applies only to the General Portfolio;

         4.   May not invest more than 5% of its total assets in
the securities of any one issuer (other than securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities) except that with respect to 25% of its total
assets (50% in the case of the New York Portfolio, the California
Portfolio, the Connecticut Portfolio, the New Jersey Portfolio,
the Virginia Portfolio and the Florida Portfolio), (i) the
General Portfolio may invest not more than 10% of such total
assets in the securities of any one issuer and (ii) each of the
New York, California, Connecticut, New Jersey, Virginia and
Florida Portfolios may invest in the securities of as few as four
issuers (provided that no more than 25% of the respective
Portfolio's total assets are invested in the securities of any
one issuer).  For purposes of such 5% and 10% limitations, the
issuer of the letter of credit or other guarantee backing a
____________________

*   Which maturity, pursuant to Rule 2a-7, may extend to 397
    days.


                               55



<PAGE>

participation interest in a variable rate industrial development
bond is deemed to be the issuer of such participation interest;** 
         5.   May not purchase more than 10% of any class of the
voting securities of any one issuer except securities issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities;

         6.   May not borrow money except from banks on a
temporary basis or via entering into reverse repurchase
agreements for extraordinary or emergency purposes in an
aggregate amount not to exceed 15% of a Portfolio's total assets.
Such borrowings may be used, for example, to facilitate the
orderly maturation and sale of portfolio securities during
periods of abnormally heavy redemption requests, if they should
occur, such borrowings may not be used to purchase investments
and such Portfolio will not purchase any investment while any
such borrowings exist;

         7.   May not pledge, hypothecate, mortgage or otherwise
encumber its assets except to secure borrowings, including
reverse repurchase agreements, effected within the limitations
set forth in restriction 6.  To meet the requirements of
regulations in certain states, a Portfolio, as a matter of
operating policy, will limit any such pledging, hypothecating or
mortgaging to 10% of its total assets, valued at market, so long
as shares of such Portfolio are being sold in those states;

         8.   May not make loans of money or securities except by
the purchase of debt obligations in which a Portfolio may invest
consistent with its investment objectives and policies and by
investment in repurchase agreements;

         9.   May not enter into repurchase agreements (i) not
terminable within seven days if, as a result thereof, more than
10% of a Portfolio's total assets would be committed to such
repurchase agreements (whether or not illiquid) or other illiquid
investments,***  or (ii) with a particular vendor if immediately
thereafter more than 5% of such Portfolio's assets would be
committed to repurchase agreements entered into with such vendor;
or

____________________

**  To the extent that these restrictions are more permissive
    than the provisions of Rule 2a-7 as it may be amended from
    time to time, the Portfolio will comply with the more
    restrictive provisions of Rule 2a-7.

*** As a matter of operating policy, each Portfolio will limit
    its investment in illiquid securities to 10% of its net
    assets.


                               56



<PAGE>

         10.  May not (a) make investments for the purpose of
exercising control; (b) purchase securities of other investment
companies, except in connection with a merger, consolidation,
acquisition or reorganization; (c) invest in real estate (other
than securities secured by real estate or interests therein or
securities issued by companies which invest in real estate or
interests therein), commodities or commodity contracts; (d)
purchase any restricted securities or securities on margin; (e)
make short sales of securities or maintain a short position or
write, purchase or sell puts (except for standby commitments as
described in the Prospectus and above), calls, straddles, spreads
or combinations thereof; (f) invest in securities of issuers
(other than agencies and instrumentalities of the United States
Government) having a record, together with predecessors, of less
than three years of continuous operation if more than 5% of a
Portfolio's assets would be invested in such securities; (g)
purchase or retain securities of any issuer if those officers and
trustees of the Fund and officers and directors of the Adviser
who own individually more than 1/2 of 1% of the outstanding
securities of such issuer together own more than 5% of the
securities of such issuer; or (h) act as an underwriter of
securities.

                                                              

                           MANAGEMENT
                                                              

Trustees and Officers

         The Trustees and principal officers of the Fund and
their principal occupations during the past five years are set
forth  below.  Unless otherwise specified, the address of each
such person is 1345 Avenue of the Americas, New York, N.Y.
10105.  Those Trustees whose names are preceded by an asterisk
are "interested persons" of the Trust as defined under the Act.
Each Trustee and officer is also a director, trustee or officer
of other registered investment companies sponsored by the
Adviser.

Trustees

         DAVE H. WILLIAMS**** , 64, Chairman, is Chairman of the
Board of Directors of Alliance Capital Management Corporation




____________________

****An "interested person" of the Fund as defined in the Act.


                               57



<PAGE>

("ACMC")***** , sole general partner of the Adviser with which he
has been associated since prior to 1991.

         JOHN D. CARIFA*, 51, is the President, Chief Operating
Officer, and a Director of ACMC with which he has been associated
since prior to 1991.

         SAM Y. CROSS, 69, was, since prior to December 1991,
Executive Vice President of The Federal Reserve Bank of New York
and manager for foreign operations for The Federal Reserve
System.  He is also a director of Fuji Bank and Trust Co.  His
address is 200 East 66th Street, New York, New York 10021.

         CHARLES H. P. DUELL, 58, is President of Middleton Place
Foundation with which he has been associated since prior to 1991.
He is also a Director of GRC International, Inc., a Trustee
Emeritus of the National Trust for Historic Preservation and
serves on the Board of Architectural Review, City of Charleston.
His address is Middleton Place Foundation, Ashley River Road,
Charleston, South Carolina 29414.

         WILLIAM H. FOULK, JR., 64, is an independent consultant.
He was formerly Senior Manager of Barrett Associates, Inc., a
registered investment adviser, with which he had been associated
since prior to 1991.  His address is 2 Hekma Road, Greenwich, CT
06831.

         ELIZABETH J. McCORMACK, 74, is an Associate of
Rockefeller Family and Associates (philanthropic organization)
and has been since prior to 1991.  She is a Director of Philip
Morris, Inc., Champion International Corporation and The American
Savings Bank. She is a Trustee of Hamilton College, and a Member
of the Board of Overseers Managers of Swarthmore College and the
Memorial Sloan-Kettering Cancer Center.  Her address is 30
Rockefeller Plaza, New York, New York 10112.

         DAVID K. STORRS, 52, is an independent consultant.  He
was formerly President of The Common Fund (investment management
for educational institutions) with which he had been associated
since prior to 1991.  His address is 65 South Gate Lane,
Southport, Connecticut 06490.

         SHELBY WHITE, 58, is an author and financial journalist.
Her address is One Sutton Place South, New York, New York 10022.  

____________________

*****For purposes of this Statement of Additional Information,
    ACMC refers to Alliance Capital Management Corporation, the
    sole general partner of the Adviser, and to the predecessor
    general partner of the Adviser of the same name.


                               58



<PAGE>

Officers

         RONALD M. WHITEHILL - President, 58, is a Senior Vice
President of ACMC and President of Alliance Cash Management
Services with which he has been associated since 1993.
Previously, he was Senior Vice President and Managing Director of
Reserve Fund since prior to 1991.

         JOHN R. BONCZEK - Senior Vice President, 36, is a Vice
President of ACMC with which he has been associated since prior
to 1991.

         KATHLEEN A. CORBET - Senior Vice President, 36, has been
a Senior Vice President of ACMC since July 1993.  Previously, she
held various responsibilities as head of Equitable Capital
Management Corporation's Fixed Income Management Department,
Private Placement Secondary Trading and Fund Management since
prior to 1991.

         ROBERT I. KURZWEIL - Senior Vice President, 45, has been
a Vice President of ACMC since May 1994.  Previously, he was Vice
President of Sales and Business Development for Automatic Data
Processing with which he had been associated since prior to 1991.

         WAYNE D. LYSKI - Senior Vice President, 55, is an
Executive Vice President of ACMC with which he has been
associated since prior to 1991.

         PATRICIA NETTER - Senior Vice President, 45, is a Vice
President of ACMC with which she has been associated since prior
to 1991.

         RONALD R. VALEGGIA - Senior Vice President, 49, is a
Senior Vice President of ACMC with which he has been associated
since prior to 1991.

         DREW BIEGEL - Vice President, 45, is a Vice President of
ACMC which he has been associated with since prior to 1991.

         JOHN F. CHIODI, Jr. - Vice President, 30, is a Vice
President of ACMC with which he has been associated since prior
to 1991.

         DORIS T. CILIBERTI - Vice President, 32, is an Assistant
Vice President of ACMC with which she has been associated since
prior to 1991.

         WILLIAM J. FAGAN - Vice President, 34, is an Assistant
Vice President of ACMC with which he has been associated since
prior to 1991.



                               59



<PAGE>

         JOSEPH R. LASPINA - Vice President, 36, is an Assistant
Vice President of ACMC with which he has been associated since
prior to 1991.

         LINDA D. NEIL - Vice President, 36, is an Assistant Vice
President of ACMC with which she has been associated since August
1993.  Previously, she was an Associate Director of The Reserve
Fund since prior to 1991.

         RAYMOND J. PAPERA - Vice President, 40, is a Vice
President of ACMC with which he has been associated since prior
to 1991.

         PAMELA F. RICHARDSON - Vice President, 43, is a Vice
President of ACMC with which she has been associated since prior
to 1991.

         EDMUND P. BERGAN, Jr. - Secretary, 46, is a Senior Vice
President and General Counsel of Alliance Fund Distributors, Inc.
("AFD") with which he has been associated since prior to 1991.

         MARK D. GERSTEN - Treasurer and Chief Financial Officer,
46, is a Senior Vice President of Alliance Fund Services, Inc.
("AFS") and AFD with which he has been associated since prior to
1991.

         JOSEPH J. MANTINEO - Controller, 37, is a Vice President
of AFS with which he has been associated since prior to 1991.

         As of October 16, 1996, the Trustees and officers as a
group owned less than 1% of the shares of each Portfolio.

         The Fund does not pay any fees to, or reimburse expenses
of, its Trustees who are considered "interested persons" of the
Fund. The aggregate compensation paid by the Fund to each of the
Trustees during its fiscal year ended June 30, 1996, the
aggregate compensation paid to each of the Trustees during
calendar year 1995 by all of the registered investment companies
to which the Adviser provides investment advisory services
(collectively, the "Alliance Fund Complex") and the total number
of funds in the Alliance Fund Complex with respect to which each
of the Trustees serves as a director or trustee, are set forth
below.  Neither the Fund nor any other fund in the Alliance Fund
Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.








                               60



<PAGE>


                                                Total Number
                                                of Funds in
                                                the Alliance
                                 Total          Complex,
                                 Compensation   Including the
                                 From the       Fund, as to
                   Aggregate     Alliance Fund  which the 
                   Compensation  Complex,       Trustee is a
Name of Director   from the      Including the  Director or
of the Fund        Fund          Fund           Trustee     

Dave H. Williams        $ -0-       $   -0-            6
John D. Carifa          $ -0-       $   -0-           50
Sam Y. Cross            $5,035      $  14,250          3
Charles H.P. Duell      $5,035      $  15,000          3
William H. Foulk, Jr.   $6,929      $ 143,500         31
Elizabeth J. McCormack  $4,405      $  12,000          3
David K. Storrs         $5,035      $  12,000          3
Shelby White            $5,035      $  13,500          3



The Adviser

         Alliance Capital Management L.P., a New York Stock
Exchange listed company with principal offices at 1345 Avenue of
the Americas, New York, New York 10105, has been retained under
an investment advisory agreement (the "Advisory Agreement") to
provide investment advice and, in general, to conduct the
management and investment program of the Fund under the
supervision and control of the Fund's Board of Directors.

         The Adviser is a leading international investment
manager supervising client accounts with assets as of
September 30, 1996 of more than $173 billion (of which more than
$59 billion represented the assets of investment companies).  The
Adviser's clients are primarily major corporate employee benefit
funds, public employee retirement systems, investment companies,
foundations and endowment funds and included as of September 30,
1996, 33 of the FORTUNE 100 companies.  As of that date, the
Adviser and its subsidiaries employed approximately 1,450
employees who operated out of domestic offices and the offices of
subsidiaries in Bombay, Istanbul, London, Paris, Sao Paulo,
Sydney, Tokyo, Toronto, Bahrain, Luxembourg and Singapore.  The
52 registered investment companies comprising more than 110
separate investment portfolios managed by the Adviser currently
have more than two million shareholders.

         Alliance Capital Management Corporation, the sole
general partner of, and the owner of a 1% general partnership


                               61



<PAGE>

interest in, the Adviser, is an indirect wholly-owned subsidiary
of The Equitable Life Assurance Society of the United States
("Equitable"), one of the largest life insurance companies in the
United States and a wholly-owned subsidiary of The Equitable
Companies Incorporated ("ECI"), a holding company controlled by
AXA, a French insurance holding company.  As of June 30, 1996,
ACMC, Inc. and Equitable Capital Management Corporation, each a
wholly-owned direct or indirect subsidiary of Equitable, together
with Equitable, owned in the aggregate approximately 57% of the
issued and outstanding units representing assignments of
beneficial ownership of limited partnership interests in the
Adviser ("Units").  As of June 30, 1996, approximately 33% and
10% of the Units were owned by the public and employees of the
Adviser and its subsidiaries, respectively, including employees
of the Adviser who serve as Trustees of the Fund.

         As of March 1, 1996, AXA and its subsidiaries owned
approximately 63.9% of the issued and outstanding shares of
capital stock of ECI.  AXA is the holding company for an
international group of insurance and related financial services
companies.  AXA's insurance operations include activities in life
insurance, property and casualty insurance and reinsurance.  The
insurance operations are diverse geographically, with activities
in France, the United States, Australia, the United Kingdom,
Canada and other countries, principally in the Asia Pacific area.
AXA is also engaged in asset management, investment banking,
securities trading, brokerage, real estate and other financial
services activities in the United States, Europe and the Asia
Pacific area.  Based on information provided by AXA, as of
March 1, 1996, 42.1% of the issued ordinary shares (representing
53.4% of the voting power) of AXA were owned by Midi
Participations, a French holding company ("Midi").  The shares of
Midi were, in turn, owned 61.4% (representing 62.5% of the voting
power) by Finaxa, a French holding company, and 38.6%
(representing 37.5% of the voting power) by subsidiaries of
Assicurazioni Generali S.p.A., an Italian corporation (one of
which, Belgica Insurance Holding S.A., a Belgian corporation,
owned 30.8%, representing 33.1% of the voting power).  As of
March 1, 1996, 61.1% of the voting shares (representing 73.4% of
the voting power) of Finaxa were owned by five French mutual
insurance companies (the "Mutuelles AXA") (one of which, AXA
Assurances I.A.R.D. Mutuelle, owned 34.7% of the voting shares
representing 40.4% of the voting power), and 25.5% of the voting
shares of Finaxa (representing 16% of the voting power) were
owned by Banque Paribas, a French bank.  Including the ordinary
shares owned by Midi, as of March 1, 1996, the Mutuelles AXA
directly or indirectly owned 51% of the issued ordinary shares
(representing 64.7% of the voting power) of AXA.  Acting as a
group, the Mutuelles AXA control AXA, Midi and Finaxa.




                               62



<PAGE>

         Under the Advisory Agreement, the Adviser provides
investment advisory services and order placement facilities for
each Portfolio of the Fund and pays all compensation of Trustees
of the Fund who are affiliated persons of the Adviser.  The
Adviser or its affiliates also furnish the Fund, without charge,
with management supervision and assistance and office facilities.
Under the Advisory Agreement, each of the Portfolios pays an
advisory fee at the annual rate of .50 of 1% up to $1.25 billion
of the average daily 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 net assets of the respective
Portfolio in excess of $3 billion.  The fee is accrued daily and
paid monthly.  The Adviser will reimburse a Portfolio to the
extent that its net expenses (excluding taxes, brokerage,
interest and extraordinary expenses) exceed 1% of its average
daily net assets for any fiscal year.

         For the fiscal years ended June 30, 1994 and 1995, the
Adviser received from the General Portfolio, an advisory fee of
$5,716,406 and $5,696,283, respectively.  For the fiscal year
ended June 30, 1996, the Adviser received from the General
Portfolio an advisory fee of $6,072,814 net of voluntary expense
reimbursements for expenses exceeding .95 of 1% of its average
daily net assets.

         For the fiscal year ended June 30, 1994, the Adviser
received from the New York Portfolio an advisory fee of $478,247
net of voluntary expense reimbursements for the period July 1,
1993 to October 31, 1993 for expenses exceeding .80 of 1% of the
average daily net assets and for the period November 1, 1993 to
June 30, 1994 for expenses exceeding .85 of 1% of the average
daily net assets.  For the fiscal year ended June 30, 1995, the
Adviser received from the New York Portfolio an advisory fee of
$699,193 net of voluntary expense reimbursements for expenses
exceeding .85 of 1% of the average daily net assets.  For the
fiscal year ended June 30, 1996, the Adviser received from the
New York Portfolio an advisory fee of $1,172,532 net of voluntary
expense reimbursements for expenses exceeding .85 of 1% of the
average daily net assets.

         For the fiscal years ended June 30, 1994, 1995 and 1996,
the Adviser received from the California Portfolio an advisory
fee of $888,473, $1,128,198 and $1,419,915, respectively.

         For the fiscal year ended June 30, 1994, the Adviser
received from the Connecticut Portfolio an advisory fee of
$95,528 net of voluntary expense reimbursements for the period
July 1, 1993 to October 31, 1993 for expenses exceeding .70 of 1%
of its average daily net assets and for the period November 1,


                               63



<PAGE>

1993 to June 30, 1994 for expenses exceeding .80 of 1% of its
average daily net assets.  For the fiscal year ended June 30,
1995, the Adviser received from the Connecticut Portfolio an
advisory fee of $126,013 net of voluntary expense reimbursements
for expenses exceeding .80 of 1% of its average daily net assets.
For the fiscal year ended June 30, 1996, the Adviser received
from the Connecticut Portfolio an advisory fee of $209,039 net of
voluntary expense reimbursements for expenses exceeding .80 of 1%
of its average daily net assets.

         For the period February 7, 1994 (commencement of
operations) to June 30, 1994 the Adviser received no advisory fee
from the New Jersey Portfolio net of voluntary expense
reimbursements, for expenses exceeding .70 of 1% of its average
daily net assets.  For the fiscal year ended June 30, 1995, the
Adviser received from the New Jersey Portfolio an advisory fee of
$30,390 net of voluntary expense reimbursements for expenses
exceeding .70 of 1% of its average daily net assets for the
period July 1, 1994 to February 28, 1995 and from March 1, 1995
to June 30, 1995 for expenses exceeding .80 of 1% of its average
daily net assets. For the fiscal year ended June 30, 1996, the
Adviser received from the New Jersey Portfolio an advisory fee of
$206,856 net of voluntary expense reimbursements for expenses
exceeding .80 of 1% of its average daily net assets for the
period July 1, 1995 to March 3,1996 and from March 4, 1996 to
June 30, 1996 for expenses exceeding .85 of 1% of its average
daily net assets.

         For the period October 25, 1994 (commencement of
operations) to June 30, 1995 the Adviser received no advisory fee
from the Virginia Portfolio net of voluntary expense
reimbursements for the period October 25, 1994 for all expenses,
for the period October 26, 1994 to May 8, 1995 for expenses
exceeding .40 of 1% of the average daily net assets, for the
period May 9, 1995 to May 31, 1995 for expenses exceeding .50 of
1% of the average daily net assets and for the period June 1,
1995 to June 30, 1995 for expenses exceeding .60 of 1% of the
average daily net assets.  For the fiscal year ended June 30,
1996, the Adviser received from the Virginia Portfolio an
advisory fee of $187,282 net of voluntary expense reimbursements
for the period July 1, 1995 to July 9, 1995 for expenses
exceeding .60 of 1% of the average daily net assets, for the
period July 10, 1995 to September 17, 1995 for expenses exceeding
 .70 of 1% of the average daily net assets and for the period
September 18, 1995 to June 30, 1996 for expenses exceeding .80 of
1% of the average daily net assets.

         For the period July 28, 1995 (commencement of
operations) to June 30, 1996, the Adviser received no advisory
fee from the Florida Portfolio net of voluntary expense
reimbursements for the period July 28, 1995 to September 10, 1995


                               64



<PAGE>

for all expenses, for the period September 11, 1995 to October
22, 1995 for expenses exceeding .20 of 1% of the average daily
net assets, for the period October 23, 1995 to January 2, 1996
for expenses exceeding .40 of 1% of the average daily net assets,
for the period January 3, 1996 to March 3, 1996 for expenses
exceeding .60 of 1% of the average daily net assets and for the
period March 4, 1996 to June 30, 1996 for expenses exceeding .65
of 1% of the average daily net assets.

         In accordance with the Distribution Services Agreement
described below, the Fund may pay a portion of advertising and
promotional expenses in connection with the sale of shares of the
Fund.  The Fund also pays for printing of prospectuses and other
reports to shareholders and all expenses and fees related to
registration and filing with the Securities and Exchange
Commission and with state regulatory authorities.  The Fund pays
all other expenses incurred in its operations, including the
Adviser's management fees; custody, transfer and dividend
disbursing expenses; legal and auditing costs; clerical,
accounting, administrative and other office costs; fees and
expenses of Trustees who are not affiliated with the Adviser;
costs of maintenance of the Fund's existence; and interest
charges, taxes, brokerage fees, and commissions.  As to the
obtaining of clerical and accounting services not required to be
provided to the Fund by the Adviser under the Advisory Agreement,
the Fund may employ its own personnel.  For such services, it
also may utilize personnel employed by the Adviser or its
affiliates; if so done, the services are provided to the Fund at
cost and the payments therefore must be specifically approved in
advance by the Fund's Trustees.  In respect of the Adviser's
services to the Portfolios for the fiscal years ended June 30,
1994, 1995 and 1996, the Adviser received $104,500, $112,500 and
$109,000 respectively, from the General Portfolio; $83,800,
$93,400 and $95,000 respectively, from the New York Portfolio;
$84,500, $94,100 and $95,500 respectively, from the California
Portfolio; $82,800, $91,700 and $92,500 respectively, from the
Connecticut Portfolio; and $51,917 from the New Jersey Portfolio
for the period February 7, 1994 (commencement of operations) to
June 30, 1994 and for the fiscal years ended June 30, 1995 and
1996, $91,500 and $92,500, respectively.  For the fiscal period
October 25, 1994 (commencement of operations) to June 30, 1995,
the Adviser received $47,000 from the Virginia Portfolio.  For
the fiscal year ended June 30, 1996, the Adviser received $92,500
from the Virginia Portfolio.  For the period July 28, 1995
(commencement of operations) to June 30, 1996, the Adviser
received $46,000 from the Florida Portfolio.

         The Fund has made arrangements with certain
broker-dealers whose customers are Fund shareholders pursuant to
which the broker-dealers perform shareholder servicing functions,
such as opening new shareholder accounts, processing purchase and


                               65



<PAGE>

redemption transactions, and responding to inquiries regarding
the Fund's current yield and the status of shareholder accounts.
The Fund pays for the electronic communications equipment
maintained at the broker-dealers' offices that permits access to
the Fund's computer files and, in addition, reimburses the
broker-dealers at cost for personnel expenses involved in
providing the services.  All such reimbursements must be approved
in advance by the Fund's Trustees.  For the fiscal years ended
June 30, 1994, 1995 and 1996, broker-dealers were reimbursed
$540,747, $360,255 and $462,107, respectively, by the General
Portfolio; $77,807, $33,165 and $84,873, respectively, by the New
York Portfolio; $43,047, $83,891 and $94,952, respectively, by
the California Portfolio; $26,041, $21,142 and $31,442,
respectively, by the Connecticut Portfolio; for the period
February 7, 1994 (commencement of operations) to June 30, 1994,
$847 from the New Jersey Portfolio and for the fiscal years ended
June 30, 1995 and 1996, $4,864 and $10,091, respectively, from
the New Jersey Portfolio; for the period October 25, 1994
(commencement of operations) to June 30, 1995 $26,560 from the
Virginia Portfolio and for the fiscal year ended June 30, 1996,
$65,803 from the Virginia Portfolio; and for the period July 28,
1995 (commencement of operations) to June 30, 1996, $52,469 from
the Florida Portfolio.

         The Advisory Agreement became effective on July 22,
1992. Continuance of the Advisory Agreement until June 30, 1997
was approved by the vote, cast in person by all the Trustees of
the Trust who neither were interested persons of the Trust nor
had any direct or indirect financial interest in the Agreement or
any related agreement, at a meeting called for that purpose on
June 3, 1996.

         The Advisory Agreement remains in effect from year to
year provided that such continuance is specifically approved at
least annually by a vote of a majority of the outstanding shares
of the Fund or by the Fund's Trustees, including in either case
approval by a majority of the Trustees who are not parties to the
Agreement, or interested persons as defined in the Act.  The
Advisory Agreement may be terminated without penalty on 60 days'
written notice at the option of either party or by a vote of the
outstanding voting securities of the Fund; it will automatically
terminate in the event of assignment.  The Adviser is not liable
for any action or inaction with regard to its obligations under
the Advisory Agreement as long as it does not exhibit willful
misfeasance, bad faith, gross negligence, or reckless disregard
of its obligations.







                               66



<PAGE>

Distribution Services Agreement

         Rule 12b-1 adopted by the Securities and Exchange
Commission under the Act permits an investment company to
directly or indirectly pay expenses associated with the
distribution of its shares in accordance with a duly adopted and
approved plan.  The Fund has entered into a Distribution Services
Agreement (the "Agreement") which includes a plan adopted
pursuant to Rule 12b-1 (the "Plan").  Pursuant to the Plan, the
Fund pays to the Adviser a Rule 12b-1 distribution services fee,
which may not exceed an annual rate of .25 of 1% of the Fund's
aggregate average daily net assets.  In addition, under the
Agreement the Adviser makes payments for distribution assistance
and for administrative and accounting services from its own
resources which may include the management fee paid by the Fund.
The Agreement became effective on May 1, 1985.

         Payments under the Agreement are used in their entirety
for (i) payments to broker-dealers and other financial
intermediaries, including Donaldson, Lufkin & Jenrette Securities
Corporation, an affiliate of the Adviser, for distribution
assistance and to banks and other depository institutions for
administrative and accounting services, and (ii) otherwise
promoting the sale of shares of the Fund such as by paying for
the preparation, printing and distribution of prospectuses and
other promotional materials sent to existing and prospective
shareholders and by directly or indirectly purchasing radio,
television, newspaper and other advertising.  In approving the
Agreement, the Trustees determined that there was a reasonable
likelihood that the Agreement would benefit the Fund and its
shareholders.

         During the fiscal year ended June 30, 1996, the General
Portfolio made payments to the Adviser for expenditure under the
Agreement in amounts aggregating $3,038,881 which constituted .25
of 1% of such Portfolio's average daily net assets during the
year, and the Adviser made payments from its own resources as
described above aggregating $3,227,246.  Of the $6,266,127 paid
by the General Portfolio and the Adviser under the Agreement,
$93,000 was spent on the printing and mailing of prospectuses for
persons other than current shareholders and $6,173,127 for
compensation to dealers.

         During the fiscal year ended June 30, 1996 the New York
Portfolio made payments to the Adviser for expenditures under the
Agreement in amounts aggregating $416,340 which constituted .15
of 1% of such Portfolio's average daily net assets during the
year, and the Adviser made payments from its own resources as
described above aggregating $971,136.  Of the $1,387,476 paid by
the New York Portfolio and the Adviser under the Agreement,
$24,000 was spent on the printing and mailing of prospectuses for


                               67



<PAGE>

persons other than current shareholders and $1,363,476 for
compensation to dealers.

         During the fiscal year ended June 30, 1996 the
California Portfolio mad payments to the Adviser for expenditure
under the Agreement in amounts aggregating $681,560 which
constituted .24 of 1% of such Portfolio's average daily net
assets during the year, and the Adviser made payments from its
own resources as described above aggregating $741,187.  Of the
$1,422,747 paid by the California Portfolio and the Adviser under
the Agreement, $24,000 was spent on the printing and mailing of
prospectuses for persons other than current shareholders and
$1,398,747 for compensation to dealers.

         During the fiscal year ended June 30, 1996, the
Connecticut Portfolio made payments to the Adviser for
expenditure under the Agreement in amounts aggregating $127,586
which constituted .15 of 1% of such Portfolio's average daily net
assets during the period, and the Adviser made payments from its
own resources as described above aggregating $305,601.  Of the
$433,187 paid by the Connecticut Portfolio and the Adviser under
the Agreement, $3,000 was spent on printing and mailing of
prospectuses for persons other than current shareholders and
$430,187 for compensation of dealers.

         During the fiscal year ended June 30, 1996, the New
Jersey Portfolio made payments to the Adviser for expenditure
under the Agreement in amounts aggregating $135,364 which
constituted .15 of 1% of such Portfolio's average daily net
assets during the period, and the Adviser made payments from its
own resources as described above aggregating $366,031.  Of the
$501,395 paid by the New Jersey Portfolio and the Adviser under
the Agreement, $13,000 was spent on printing and mailing of
prospectuses for persons other than current shareholders and
$488,395 for compensation of dealers.

         During the fiscal year ended June 30, 1996, the Virginia
Portfolio made payments to the Adviser for expenditure under the
Agreement in amounts aggregating $125,360 which constituted 
 .15 of 1% of such Portfolio's average daily net assets during the
period, and the Adviser made payments from its own resources as
described above aggregating $281,704.  Of the $407,064 paid by
the Virginia Portfolio and the Adviser under the Agreement,
$11,000 was spent on printing and mailing of prospectuses for
persons other than current shareholders and $396,064 for
compensation of dealers.

         For the period July 28, 1995 (commencement of
operations) to June 30, 1996 the Florida Portfolio made payments
to the Adviser for expenditure under the Agreement in amounts
aggregating $86,511 which constituted .15 of 1% of such


                               68



<PAGE>

Portfolio's average daily net assets during the period, and the
Adviser made payments from its own resources as described above
aggregating $278,413.  Of the $364,924 paid by the Florida
Portfolio and the Adviser under the Agreement, $45,000 was spent
on printing and mailing of prospectuses for persons other than
current shareholders and $319,924 for compensation of dealers.

         The administrative and accounting services provided by
broker-dealers, depository institutions and other financial
institutions may include, but are not limited to, establishing
and maintaining shareholder accounts, sub-accounting, processing
of purchase and redemption orders, sending confirmations of
transactions, forwarding financial reports and other
communications to shareholders and responding to shareholder
inquiries regarding the Fund.  The State of Texas requires that
shares of the Fund may be sold in that state only by dealers or
other financial institutions that are registered there as broker-
dealers.  As interpreted by courts and administrative agencies,
certain laws and regulations limit the ability of a bank or other
depository institution to become an underwriter or distributor of
securities.  However, in the opinion of the Fund's management
based on the advice of counsel, these laws and regulations do not
prohibit such depository institutions from providing other
services for investment companies such as the administrative and
accounting services described above.  The Trustees will consider
appropriate modifications to the Fund's operations, including
discontinuance of payments under the Agreement to banks and other
depository institutions, in the event of any future change in
such laws or regulations which may affect the ability of such
institutions to provide the above-mentioned services.

         The Treasurer of the Fund reports the amounts expended
under the Agreement and the purposes for which such expenditures
were made to the Trustees on a quarterly basis.  Also, the
Agreement provides that the selection and nomination of
disinterested Trustees (as defined in the Act) are committed to
the discretion of the disinterested Trustees then in office.

         The Agreement became effective on July 22, 1992.
Continuance of the Agreement until June 30, 1997 was approved by
the vote, cast in person by all the Trustees of the Fund who
neither were interested persons of the Fund nor had any direct or
indirect financial interest in the Agreement or any related
agreement, at a meeting called for that purpose on June 3, 1996.
The Agreement may be continued annually thereafter if approved by
a majority vote of the Trustees who neither are interested
persons of the Fund nor have any direct or indirect financial
interest in the Agreement or in any related agreement, cast in
person at a meeting called for that purpose.




                               69



<PAGE>

         All material amendments to the Agreement must be
approved by a vote of the Trustees, including a majority of the
disinterested Trustees, cast in person at a meeting called for
that purpose, and the Agreement may not be amended in order to
increase materially the costs which the Fund may bear pursuant to
the Agreement without the approval of a majority of the
outstanding shares of the Fund.  The Agreement may also be
terminated at any time by a majority vote of the disinterested
Trustees, or by a majority of the outstanding shares of the Fund
or by the Adviser. Any agreement with a qualifying broker-dealer
or other financial intermediary may be terminated without penalty
on not more than 60 days' written notice by a vote of the
majority of non-party Trustees, by a vote of a majority of the
outstanding shares of the Fund, or by the Adviser and will
terminate automatically in the event of its assignment.

         The Agreement is in compliance with rules of the
National Association of Securities Dealers, Inc. (the "NASD")
which became effective July 7, 1993 and which limit the annual
asset-based sales charges and service fees that a mutual fund may
impose to .75% and .25%, respectively, of average annual net
assets.

                                                               

                PURCHASE AND REDEMPTION OF SHARES
                                                               

         The Fund may refuse any order for the purchase of
shares.  The Fund reserves the right to suspend the sale of its
shares to the public in response to conditions in the securities
markets or for other reasons.

         Accounts Not Maintained Through Financial Intermediaries

Opening Accounts New Investments

         A.   When Funds are Sent by Wire (the wire method
              permits immediate credit)

              1)   Telephone the Fund toll-free at (800)
                   824-1916. The Fund will ask for the name of
                   the account as you wish it to be registered,
                   address of the account, and taxpayer
                   identification number (social security number
                   for an individual). The Fund will then provide
                   you with an account number.

              2)   Instruct your bank to wire Federal funds
                   (minimum $1,000) exactly as follows:



                               70



<PAGE>

                   ABA 0110 00028
                   State Street Bank and Trust Company
                   Boston, MA  02101
                   Alliance Municipal Trust
                   DDA  9903-279-9

              Your account name as registered with the Fund
              Your account number as registered with the Fund

              3)   Mail a completed Application Form to:

                   Alliance Fund Services, Inc.
                   P.O. Box 1520
                   Secaucus, New Jersey  07096-1520

         B.   When Funds are Sent by Check

              1)   Fill out an Application Form.

              2)   Mail the completed Application Form along with
                   your check or negotiable bank draft (minimum
                   $1,000), payable to "Alliance Municipal
                   Trust," to Alliance Fund Services, Inc. as in
                   A(3) above.

Subsequent Investments

         A.   Investments by Wire (to obtain immediate credit)

         Instruct your bank to wire Federal funds (minimum $100)
to State Street Bank and Trust Company ("State Street Bank") as
in A(2) above.

         B.   Investments by Check

         Mail your check or negotiable bank draft (minimum $100),
payable to "Alliance Municipal Trust," to Alliance Fund Services,
Inc. as in A(3) above.

         Include with the check or draft the "next investment"
stub from one of your previous monthly or interim account
statements.  For added identification, place your Fund account
number on the check or draft.

Investments Made by Check

         Money transmitted by a check drawn on a member of the
Federal Reserve System is converted to Federal funds in one
business day following receipt and, thus, is then invested in the
Fund.  Checks drawn on banks which are not members of the Federal



                               71



<PAGE>

Reserve System may take longer to be converted and invested.  All
payments must be in United States dollars.

         PROCEEDS FROM ANY SUBSEQUENT REDEMPTION BY YOU OF FUND
SHARES THAT WERE PURCHASED BY CHECK OR ELECTRONIC FUNDS TRANSFER
WILL NOT BE FORWARDED TO YOU UNTIL THE FUND IS REASONABLY ASSURED
THAT YOUR CHECK OR ELECTRONIC FUNDS TRANSFER HAS CLEARED, UP TO
FIFTEEN DAYS FOLLOWING THE PURCHASE DATE.  If the redemption
request during such period is in the form of a Fund check, the
check will be marked "insufficient funds" and be returned unpaid
to the presenting bank.

Redemptions

         A.   By Telephone

         You may withdraw any amount from your account on any
Fund business day (i.e., any weekday exclusive of days on which
the New York Stock Exchange or State Street Bank is closed)
between 9:00 a.m. and 5:00 p.m. (New York time) via orders given
to Alliance Fund Services, Inc. by telephone toll-free (800)
824-1916.  Such redemption orders must include your account name
as registered with the Fund and the account number.

         If your telephone redemption order is received by
Alliance Fund Services, Inc. prior to 12:00 Noon (New York time),
we will send the proceeds in Federal funds by wire to your
designated bank account that day.  The minimum amount for a wire
is $1,000.  If your telephone redemption order is received by
Alliance Fund Services, Inc. after 12:00 Noon and before 4:00
p.m., we will wire the proceeds the next business day.  You also
may request that proceeds be sent by check to your designated
bank.  Redemptions are made without any charge to you.

         During periods of drastic economic or market
developments, such as the market break of October 1987, it is
possible that shareholders would have difficulty in reaching
Alliance Fund Services, Inc. by telephone (although no such
difficulty was apparent at any time in connection with the 1987
market break).  If a shareholder were to experience such
difficulty, the shareholder should issue written instructions to
Alliance Fund Services, Inc. at the address shown on the cover of
this statement of additional information.  The Fund reserves the
right to suspend or terminate its telephone redemption service at
any time without notice.  Neither the Fund nor the Adviser, or
Alliance Fund Services, Inc. will be responsible for the
authenticity of telephone requests for redemptions that the Fund
reasonably believes to be genuine.  The Fund will employ
reasonable procedures in order to verify that telephone requests
for redemptions are genuine, including among others, recording
such telephone instructions and causing written confirmations of


                               72



<PAGE>

the resulting transactions to be sent to shareholders.  If the
Fund did not employ such procedures, it could be liable for
losses arising from unauthorized or fraudulent telephone
instructions.  Selected dealers or agents may charge a commission
for handling telephone requests for redemptions.

         B.   By Check-Writing

         With this service, you may write checks made payable to
any payee in any amount of $100 or more.  Checks cannot be
written for more than the principal balance (not including any
accrued dividends) in your account.  First, you must fill out the
Signature Card which is with the Application Form.  If you wish
to establish this check-writing service subsequent to the opening
of your Fund account, contact the Fund by telephone or mail.
There is no separate charge for the check-writing service, except
that State Street Bank will impose its normal charges for checks
which are returned unpaid because of insufficient funds or for
checks upon which you have placed a stop order.

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 to State Street Bank for payment.

         C.   By Mail

         You may withdraw any amount from your account at any
time by mail.  Written orders for withdrawal, accompanied  by
duly endorsed certificates, if issued, should be mailed to
Alliance Fund Services, Inc., P.O. Box 1520, Secaucus, New Jersey
07096-1520.  Such orders must include the account name as
registered with the Fund and the account number.  All written
orders for redemption, and accompanying certificates, if any,
must be signed by all owners of the account with the signatures
guaranteed by an institution which is an "eligible guarantor" as
defined in Rule 17Ad-15 under the Securities Exchange Act of
1934, as amended.

                                                                

                     ADDITIONAL INFORMATION

                                                                

         Automatic Investment Program.  A shareholder may
purchase shares of the Fund through an automatic investment
program  through a bank that is a member of the National
Automated Clearing House Association.  Purchases can be made on a
Fund business day each month designated by the shareholder.
Shareholders wishing to establish an automatic investment program
should write or telephone the Fund or AFS at (800) 221-5672.


                               73



<PAGE>

         Shareholders maintaining Fund accounts through brokerage
firms and other institutions should be aware that such
institutions necessarily set deadlines for receipt of transaction
orders from their clients that are earlier than the transaction
times of the Fund itself so that the institutions may properly
process such orders prior to their transmittal to State Street
Bank and Trust Company ("State Street Bank").  Should an investor
place a transaction order with such an institution after its
deadline, the institution may not effect the order with the Fund
until the next business day.  Accordingly, an investor should
familiarize himself or herself with the deadlines set by his or
her institution.  For example, the Fund's Distributor accepts
purchase orders from its customers up to 2:15 p.m. (New York
time) for issuance at the 4:00 p.m. transaction time and price.
A brokerage firm acting on behalf of a customer in connection
with transactions in Fund shares is subject to the same legal
obligations imposed on it generally in connection with
transactions in securities for a customer, including the
obligation to act promptly and accurately.

         Orders for the purchase of Fund shares become effective
at the next transaction time after Federal funds or bank wire
monies become available to State Street Bank for a shareholder's
investment.  Federal funds are a bank's deposits in a Federal
Reserve Bank.  These funds can be transferred by Federal Reserve
wire from the account of one member bank to that of another
member bank on the same day and are considered to be immediately
available funds; similar immediate availability is accorded
monies received at State Street Bank by bank wire.  Money
transmitted by a check drawn on a member of the Federal Reserve
System is converted to Federal funds in one business day
following receipt.  Checks drawn on banks which are not members
of the Federal Reserve System may take longer.  All payments
(including checks from individual investors) must be in United
States dollars.

         All shares purchased are confirmed to each shareholder
and are credited to his or her account at the net asset value.
To avoid unnecessary expense to the Fund and to facilitate the
immediate redemption of shares, share certificates, for which no
charge is made, are not issued except upon the written request of
a shareholder.  Certificates are not issued for fractional
shares.  Shares for which certificates have been issued are not
eligible for any of the optional methods of withdrawal; namely,
the telephone, telegraph, check-writing or periodic redemption
procedures.  The Fund reserves the right to reject any purchase
order.

         Arrangements for Telephone Redemptions.  If you wish to
use the telephone redemption procedure, indicate this on your
Application Form and designate a bank and account number to


                               74



<PAGE>

receive the proceeds of your withdrawals.  If you decide later
that you wish to use this procedure, or to change instructions
already given, send a written notice to Alliance Fund Services,
Inc., P.O. Box 1520, Secaucus, New Jersey 07096-1520, with your
signature guaranteed by an institution which is an eligible
guarantor.  For joint accounts, all owners must sign and have
their signatures guaranteed.

         Retirement Plans.  The Fund's objectives of safety of
principal, excellent liquidity and maximum current income to the
extent consistent with the first two objectives may make it a
suitable investment vehicle for part or all of the assets held in
various tax-deferred retirement plans.  The Fund has available
forms of individual retirement account (IRA), simplified employee
pension plans (SEP), 403(b)(7) plans and employer-sponsored
retirement plans (Keogh or HR10 Plan).  Certain services
described in this prospectus may not be available to retirement
accounts and plans.  Persons desiring information concerning
these plans should write or telephone the Fund or AFS at (800)
221-5672.

         The Alliance Plans Division of Frontier Trust Company, a
subsidiary of The Equitable Life Assurance Society of the United
States, is the custodian under these plans.  The custodian
charges a nominal account establishment fee and a nominal annual
maintenance fee.  A portion of such fees is remitted to AFS to
compensate that organization for services rendered to retirement
plan accounts maintained with the Fund.

         Periodic Distribution Plans.  Without affecting your
right to use any of the methods of redemption described above, by
checking the appropriate boxes on the Application Form, you may
elect to participate additionally in the following plans without
any separate charge.  Under the Income Distribution Plan you
receive monthly payments of all the income earned in your Fund
account, with payments forwarded by check or electronically via
the Automated Clearing House ("ACH") network shortly after the
close of the month.  Under the Systematic Withdrawal Plan, you
may request payments by check or electronically via the ACH
network in any specified amount of $50 or more each month or in
any intermittent pattern of months.  If desired, you can order,
via a signature-guaranteed letter to the Fund, such periodic
payments to be sent to another person.  Shareholders wishing
either of the above plans electronically through the ACH network
should write or telephone the Fund or AFS at (800) 221-5672.

         The Fund has the right to close out an account if it has
a zero balance on December 31 and no account activity for the
first six months of the subsequent year.  Therefore, unless this
has occurred, a shareholder with a zero balance, when
reinvesting, should continue to use his account number.


                               75



<PAGE>

Otherwise, the account should be re-opened pursuant to procedures
described above or through instructions given to a financial
intermediary.

         A "business day," during which purchases and redemptions
of Fund shares can become effective and the transmittal of
redemption proceeds can occur, is considered for Fund purposes as
any weekday exclusive of New Year's Day, Washington's Birthday
(observed), Good Friday, Memorial Day (observed), Independence
Day, Labor Day, Thanksgiving Day and Christmas Day; if one of
these holidays falls on a Saturday or Sunday, purchases and
redemptions will likewise not be processed on the preceding
Friday or the following Monday, respectively.  On any such day
that is an official bank holiday in Massachusetts, neither
purchases nor wired redemptions can become effective because
Federal funds cannot be received or sent by State Street Bank.
On such days, therefore, the Fund can only accept redemption
orders for which shareholders desire remittance by check.  The
right of redemption may be suspended or the date of a redemption
payment postponed for any period during which the New York Stock
Exchange is closed (other than customary weekend and holiday
closings), when trading on the New York Stock Exchange is
restricted, or an emergency (as determined by the Securities and
Exchange Commission) exists, or the Commission has ordered such a
suspension for the protection of shareholders.  The value of a
shareholder's investment at the time of redemption may be more or
less than his or her cost, depending on the market value of the
securities held by the Fund at such time and the income earned.
                                                                

       DAILY DIVIDENDS - DETERMINATION OF NET ASSET VALUE

                                                                

         All net income of each Portfolio is determined after the
close of each business day, currently 4:00 p.m. New York time
(and at such other times as the Trustees may determine) and is
paid immediately thereafter pro rata to shareholders of record of
that Portfolio via automatic investment in additional full and
fractional shares in each shareholder's account at the rate of
one share for each dollar distributed.  As such additional shares
are entitled to dividends on following days, a compounding growth
of income occurs.

         A Portfolio's net income consists of all accrued
interest income on Portfolio assets less expenses allocable to
that Portfolio (including accrued expenses and fees payable to
the Adviser) applicable to that dividend period.  Realized gains
and losses are reflected in a Portfolio's net asset value and are
not included in net income.  Net asset value per share of each
Portfolio is expected to remain constant at $1.00 since all net


                               76



<PAGE>

income of each Portfolio is declared as a dividend each time net
income is determined and net realized gains and losses are
expected to be relatively small.

         The valuation of the Fund's portfolio securities is
based upon their amortized cost which does not take into account
unrealized securities gains or losses as measured by market
valuations.  The amortized cost 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 instrument.  During periods of declining interest rates,
the daily yield on shares of the Fund may be higher than that of
a fund with identical investments utilizing a method of valuation
based upon market prices for its portfolio instruments; the
converse would apply in a period of rising interest rates.

         The Fund utilizes the amortized cost method of valuation
of portfolio securities in accordance with the provisions of Rule
2a-7 under the Act.  Pursuant to such rule, each Portfolio
maintains a dollar-weighted average portfolio maturity of 90 days
or less, purchases instruments which, at the time of investment,
have remaining maturities of no more than one year (which
maturities may extend to 397 days), and invests only in
securities of high quality.  Under Rule 2a-7, the Fund treats a
municipal security which has a variable or floating rate of
interest as having a maturity equal to the longer of either the
period, if any, remaining until the interest rate is next
scheduled to be readjusted or the period remaining until the
principal amount can be recovered by exercising the security's
demand feature.  The Fund maintains procedures designed to
stabilize, to the extent reasonably possible, the price per share
of each Portfolio as computed for the purpose of sales and
redemptions at $1.00.  Such procedures include review of the
Fund's portfolio holdings by the Trustees at such intervals as
they deem appropriate to determine whether and to what extent the
net asset value of each Portfolio calculated by using available
market quotations or market equivalents deviates from net asset
value based on amortized cost.  If such deviation as to any
Portfolio exceeds 1/2 of 1%, the Trustees will promptly consider
what action, if any, should be initiated.  In the event the
Trustees determine that such a deviation may result in material
dilution or other unfair results to new investors or existing
shareholders, they will consider corrective action which might
include (1) selling instruments held by the affected Portfolio
prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; (2) withholding dividends of
net income on shares of that Portfolio; or (3) establishing a net
asset value per share of that Portfolio by using available market
quotations or equivalents.



                               77



<PAGE>

         The net asset value of the shares of each Portfolio is
determined each business day (and on such other days as the
Trustees deem necessary) at 12:00 Noon and 4:00 p.m. New York
time.  The net asset value per share of a Portfolio is calculated
by taking the sum of the value of that Portfolio's investments
and any cash or other assets, subtracting liabilities, and
dividing by the total number of shares of that Portfolio
outstanding.  All expenses, including the fees payable to the
Adviser, are accrued daily.

                                                                

                              TAXES

                                                               

Federal Income Tax Considerations

         Each of the Fund's Portfolios has qualified for each
fiscal year to date and intends to qualify in each future year to
be  taxed as a regulated investment company under the Internal
Revenue Code of 1986, as amended (the "Code") and, as such, will
not be liable for Federal income and excise taxes on the net
income and capital gains distributed to its shareholders.  Since
each Portfolio of the Fund distributes all of its net income and
capital gains, each Portfolio should thereby avoid all Federal
income and excise taxes.

         For shareholders' Federal income tax purposes,
distributions to shareholders out of tax-exempt interest income
earned by each Portfolio of the Fund generally are not subject to
Federal income tax.  See, however, "Alternative Minimum Tax"
above.

         Distributions out of taxable interest income, other
investment income, and short-term capital gains are taxable to
shareholders as ordinary income.  Since each Portfolio's
investment income is derived from interest rather than dividends,
no portion of such distributions is eligible for the
dividends-received deduction available to corporations.
Long-term capital gains, if any, distributed by the Fund to a
shareholder are taxable to the shareholder as long-term capital
gain, irrespective of the length of time he may have held his
shares.  Distributions of short and long-term capital gains, if
any, are normally made once each year near calendar year-end,
although such distributions may be made more frequently if
necessary in order to maintain the Fund's net asset value at
$1.00 per share.

         Interest on indebtedness incurred by shareholders to
purchase or carry shares of the Fund is not deductible for


                               78



<PAGE>

Federal income tax purposes.  Under rules of the Internal Revenue
Service for determining when borrowed funds are used for
purchasing or carrying particular assets, shares may be
considered to have been purchased or carried with borrowed funds
even though those funds are not directly linked to the shares.
Further, persons who are "substantial users" (or related persons)
of facilities financed by private activity bonds (within the
meaning of Section 147(a) of the Code) should consult their tax
advisers before purchasing shares of any Portfolio.

         Substantially all of the dividends paid by each
Portfolio are anticipated to be exempt from Federal income taxes.
Shortly after the close of each calendar year, a notice is sent
to each shareholder advising him of the total dividends paid into
his account for the year and the portion of such total that is
exempt from Federal income taxes.  This portion is determined by
the ratio of the tax-exempt income to total income for the entire
year and, thus, is an annual average rather than a day-by-day
determination for each shareholder.

State Income Tax Considerations

General Portfolio.  Shareholders of the General Portfolio may be
subject to state and local taxes on distributions from the
General Portfolio, including distributions which are exempt from
Federal income taxes.  Each investor should consult his own tax
adviser to determine the tax status of distributions from the
General Portfolio in his particular state and locality.

New York Portfolio.  Shareholders of the New York Portfolio who
are individual residents of New York are not subject to the New
York State or New York City personal income taxes on
distributions from the New York Portfolio which are designated as
derived from municipal securities issued by the State of New York
or its political subdivisions.  Distributions from the New York
Portfolio are, however, subject to the New York Corporate
Franchise Tax payable by corporate shareholders.

California Portfolio.  Shareholders of the California Portfolio
who are individual residents of California are not subject to the
California personal income tax on distributions from the
California Portfolio which are designated as derived from
municipal securities issued by the State of California or its
political subdivisions.  Distributions from the California
Portfolio are, however, subject to the California Corporate
Franchise Tax payable by corporate shareholders.

Connecticut Portfolio.  Shareholders of the Connecticut Portfolio
who are individual residents of Connecticut are not subject to
Connecticut personal income taxes on distributions from the
Connecticut Portfolio which are designated as derived from


                               79



<PAGE>

municipal securities issued by the State of Connecticut or its
political subdivisions.

New Jersey Portfolio.  Shareholders of the Portfolio who are
individual residents of New Jersey are not subject to the New
Jersey personal income tax on distributions from the Portfolio
which are designated as derived from municipal securities issued
by the State of New Jersey or its political subdivisions.
Distributions from the 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.  Shareholders of the Virginia Portfolio who
are individual residents of Virginia are not subject to the
Virginia personal income tax on distributions from the Portfolio
which are designated as derived from municipal securities issued
by the Commonwealth of Virginia or its political subdivisions.

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

                                                                

                       GENERAL INFORMATION

                                                                 

         Portfolio Transactions.  Subject to the general
supervision of the Trustees of the Fund, the Adviser is
responsible for the  investment decisions and the placing of the
orders for portfolio transactions for the Fund.  Because the Fund
invests in securities with short maturities, there is a
relatively high portfolio turnover rate.  However, the turnover
rate does not have an adverse effect upon the net yield and net
asset value of the Fund's shares since the Fund's portfolio
transactions occur primarily with issuers, underwriters or major
dealers in money market instruments acting as principals.  Such
transactions are normally on a net basis which do not involve


                               80



<PAGE>

payment of brokerage commissions.  The cost of securities
purchased from an underwriter usually includes a commission paid
by the issuer to the underwriters; transactions with dealers
normally reflect the spread between bid and asked prices.

         The Fund has no obligations to enter into transactions
in portfolio securities with any dealer, issuer, underwriter or
other entity.  In placing orders, it is the policy of the Fund to
obtain the best price and execution for its transactions.  Where
best price and execution may be obtained from more than one
dealer, the Adviser may, in its discretion, purchase and sell
securities through dealers who provide research, statistical and
other information to the Adviser.  Such services may be used by
the Adviser for all of its investment advisory accounts and,
accordingly, not all such services may be used by the Adviser in
connection with the Fund.  The supplemental information received
from a dealer is in addition to the services required to be
performed by the Adviser under the Advisory Agreement, and the
expenses of the Adviser will not necessarily be reduced as a
result of the receipt of such information.  Portfolio securities
will not be purchased from or sold to the Adviser's affiliate,
Donaldson, Lufkin & Jenrette, Inc., or any subsidiary or
affiliate of the parent.  During the fiscal years ended June 30,
1994, 1995 and 1996, the Fund paid no brokerage commissions.

         Capitalization.  All shares of the Fund, when issued,
are fully paid and non-assessable.  The Trustees are authorized
to reclassify and issue any unissued shares to any number of
additional classes or series without shareholder approval.
Accordingly, the Trustees in the future, for reasons such as the
desire to establish one or more additional portfolios with
different investment objectives, policies or restrictions, may
create additional classes or series of shares.  Any issuance of
shares of another class would be governed by the Investment
Company Act of 1940 and the law of the Commonwealth of
Massachusetts.  Shares of each Portfolio are normally entitled to
one vote for all purposes.  Generally, shares of all Portfolios
vote as a single series for the election of Trustees and on any
other matter affecting all  Portfolios in substantially the same
manner.  As to matters affecting each Portfolio differently, such
as approval of the Advisory Agreement and changes in investment
policy, shares of each Portfolio vote as separate classes.
Certain procedures for the removal by shareholders of trustees of
investment trusts, such as the Fund, are set forth in Section
16(c) of the Act.

         At October 16, 1996, there were 2,306,841,898 shares of
beneficial interest of the Fund outstanding.  Of this amount
1,202,753,511 were for the General Portfolio;358,126,577 were for
the New York Portfolio; 351,271,233 were for the California
Portfolio; 94,600,382 were for the Connecticut Portfolio;


                               81



<PAGE>

105,694,299 were for the New Jersey Portfolio; 97,200,249 were
for the Virginia Portfolio; and 97,195,647 were for the Florida
Portfolio.  To the knowledge of the Fund the following persons
owned of record and no person owned beneficially, 5% or more of
the outstanding shares of the Portfolio as of October 16, 1996:
















































                               82



<PAGE>


                                   No. of            % of
Name and Address                   Shares            Class

General Portfolio:
Robert W. Baird & Co, as Agent,    179,664,679.4400  14.94%
Omnibus A/C for Exclusive 
  Benefit of Customers
First Wisconsin Building
777 East Wisconsin Avenue
Milwaukee, WI  53202-5302

Ragen Mackenzie Incorporated       78,447,213.1000   6.52%
as Agent OmniBUS A/C FOR
Exclusive Benefit of Customers
999 3rd Ave. Suite 4300
Seattle, WA 98104-4001

New York Portfolio:
Aspire Partners L.P.               26,043,007.7300   7.27%
c/o Global Directmail Corp.
Attn Richard Leeds
22 Harbor Park Drive
Port Washington, NY  11050-4650

US Clearing Corp./Omnibus Acct.    23,962,581.5000   6.69%
f/b/o Customers
26 Broadway, 12th Floor
New York, N.Y. 10004-1801 

California Portfolio:
Stone & Youngberg as Agent         48,386,688.5400   13.77%
Omnibus A/C for Exclusive 
Benefit of Customers
50 California St. 35th Floor
San Francisco, CA 94111-4624 

US Clearing Corp./Omnibus Acct.    19,532,388.5700   5.56%
f/b/o Customers
26 Broadway, 12th Floor
New York, N.Y.  10004-1801

Connecticut Portfolio:
Eugene B. Shanks                   5,108,330.4500    5.40%
30 Hope Farm Road
Greenwich CT  06830-3331

US Clearing Corp./Omnibus Acct.    13,410,006.4500   14.18%
f/b/o Customers
26 Broadway 12th Floor
New York, NY  10004-1801


                               83



<PAGE>

New Jersey Portfolio:
US Clearing Corp./Omnibus Acct.    8,792,384.2000    8.32%
f/b/o Customers
26 Broadway 12th, Floor
New York, N.Y.  10004-1801

Leon M. Pollack                    6,949,097.1600    6.57%
Long Hill Rd.
New Vernon, NJ  07976

Virginia Portfolio:
Scott and Stringfellow             22,911,693.7800   23.57%
Inv. Corp., as Agent,
Omnibus A/C for Exclusive
Benefit of Customers
P.O. Box 1575
Richmond, VA  23218-1575

Davenport & Co. of Virginia Inc.   62,639,395.0200   64.44%
as Agent Ominbus A/C for Exclusive
Benefit of Customers
One James Center
901 E. Cary Street
Richmond, VA  23219-4057

Florida Portfolio:
US Clearing Corp./Omnibus Acct.    42,233,363.6700   43.45%
f/b/o Customers
26 Broadway, 12th Floor
New York, NY  10004-1801

Robert W. Baird & Co, as Agent,    29,326,578.7700   30.17%
Omnibus A/C for Exclusive 
  Benefit of Customers
First Wisconsin Building
777 East Wisconsin Avenue
Milwaukee, WI  53202-5302

         Shareholder Liability.  Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund.  However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that
the Trustees use their best efforts to ensure that notice of such
disclaimer be given in each note, bond, contract, instrument,
certificate or undertaking made or issued by the trustees or
officers of the Fund.  The Agreement and Declaration of Trust
provides for indemnification out of the property of the Fund for
all loss and expense of any shareholder of the Fund held
personally liable for the obligations of the Fund.  Thus, the
risk of a shareholder incurring financial loss on account of


                               84



<PAGE>

shareholder liability is limited to circumstances in which the
Fund would be unable to meet its obligations.  In the view of the
Adviser, such risk is not material.

         Legal Matters.  The legality of the shares offered
hereby has been passed upon by Seward & Kissel, New York, New
York, counsel for the Fund and the Adviser.  Seward & Kissel has
relied upon the opinion of Sullivan & Worcester, Boston,
Massachusetts, for matters relating to Massachusetts law.

         Accountants.  An opinion relating to each Portfolio's
financial statements is given herein by McGladrey & Pullen, LLP,
New York, New York, independent auditors for the Fund.

         Yield Quotations.  Advertisements containing yield
quotations for one or more Portfolios for the Fund may from time
to time be sent to investors or placed in newspapers, magazines
or other media on behalf of the Fund.  These advertisements may
quote performance rankings, ratings or data from independent
organizations or financial publications such as Lipper Analytical
Services, Inc., Morningstar, Inc., IBC's Money Fund Report, IBC's
Money Market Insight or Bank Rate Monitor or compare the Fund's
performance to bank money market deposit accounts, certificates
of deposit or various indices.  Such yield quotations are
calculated in accordance with the standardized method referred to
in Rule 482 under the Securities Act of 1933.  The daily
dividends for the seven days ended June 30, 1996 for the General,
New York, California, Connecticut, New Jersey, Virginia and
Florida Portfolios amounted to an annualized yield, after expense
reimbursement, of 2.74%, 2.68%, 2.64%, 2.67%, 2.61%, 2.73% and
2.92%, respectively, equivalent to 2.78%, 2.72%, 2.68%, 2.71%,
2.64%, 2.77% and 2.96%, respectively, when adjusted for the
Fund's daily compounding.  Absent expense reimbursement, the
annualized yield for this period for the General Portfolio would
have been 2.69%, equivalent to an effective yield of 2.73%.
Absent expense reimbursement, the annualized yield for this
period for the New York Portfolio would have been 2.16%,
equivalent to an effective yield of 2.18%.  Absent expense
reimbursement, the annualized yield for this period for the
California Portfolio would have been 2.56%, equivalent to an
effective yield of 2.59%.  Absent expense reimbursement, the
annualized yield for this period for the Connecticut Portfolio
would have been 2.31%, equivalent to an effective yield of 2.34%.
Absent expense reimbursement, the annualized yield for this
period for the New Jersey Portfolio would have been 2.24%,
equivalent to an effective yield of 2.27%. Absent expense
reimbursement, the annualized yield for this period for the
Virginia Portfolio would have been 2.49%, equivalent to an
effective yield of 2.52%.  Absent expense reimbursement, the
annualized yield for this period for the Florida Portfolio would
have been 2.49%, equivalent to an effective yield of 2.52%.


                               85



<PAGE>

         Yield quotations for a Portfolio are thus determined by
(i) computing the net change over a seven-day period, exclusive
of the capital changes, in the value of a hypothetical
pre-existing account having a balance of one share of such
Portfolio at the beginning of such period, (ii) dividing the net
change in account value by the value of the account at the
beginning of the base period to obtain the base period return,
and (iii) multiplying the base period return by (365/7) with the
resulting yield figure carried to the nearest hundredth of one
percent.  A Portfolio's effective annual yield represents a
compounding of the annualized yield according to the formula:

effective yield = [(base period return + 1) 365/7] - 1.

         Depending on an investor's tax bracket, an investor may
earn a substantially higher after-tax return from the Fund than
from comparable investments the income from which is taxable.
For example, the yield for the week ended June 30, 1996 for the
General Portfolio was 2.74%; for the New York Portfolio, 2.68%;
for the California Portfolio, 2.64%; for the Connecticut
Portfolio, 2.67%; for the New Jersey Portfolio, 2.61%; for the
Virginia Portfolio, 2.73% and for the Florida Portfolio, 2.92%.
The corresponding tax equivalent yield, however, for such period
for the General Portfolio was 4.54%; for the New York Portfolio,
4.78%, computed without taking into account the effects of New
York City income taxes, and 5.02%, computed assuming the effects
of New York City income taxes; for the California Portfolio,
4.91%; for the Connecticut Portfolio, 4.63%; for the New Jersey
Portfolio, 4.62%; for the Virginia Portfolio, 4.80%; and for the
Florida Portfolio, 4.83%.  The corresponding tax equivalent
effective yield for such period for the General Portfolio was
4.64%; for the New York Portfolio, 4.90%, computed without taking
into account the effects of New York City income taxes, and
5.15%, computed assuming the effects of New York City income
taxes; for the California Portfolio, 5.03%; for the Connecticut
Portfolio, 4.74%; for the New Jersey Portfolio, 4.73%; for the
Virginia Portfolio, 4.92%; and 4.95% for the Florida Portfolio.
These tax equivalent yields assume that the taxpayer is an
individual in the highest federal and state (and, if applicable,
New York City) income tax brackets, who is not subject to federal
or state alternative minimum taxes and who is able to fully
deduct state (and, if applicable, New York City) taxes in
computing federal taxable income.  The tax rates used in these
calculations were:  Federal 39.50%, New York State 7.125%, New
York City 4.40%, California 11.00%, Connecticut 4.50%, New Jersey
6.37%, Virginia 5.75%.  The tax equivalent yield is computed by
dividing that portion of the yield of a Portfolio that is tax-
exempt by one minus the applicable marginal income tax rate
(39.60% in the case of the General and Florida Portfolios; the
combined effective federal and state (and, if applicable, New
York City) marginal income tax rates in the case of the New York,


                               86



<PAGE>

California, Connecticut, New Jersey and Virginia Portfolios) and
adding the quotient to that portion, if any, of the yield of the
Portfolio that is not tax-exempt.

         Reports.  You will receive semi-annual and annual
reports of the Fund as well as a monthly summary of your account.
You can arrange for a copy of each of your account statements to
be sent to other parties.

         Additional Information.  This Statement of Additional
Information does not contain all the information set forth in the
Registration Statement filed by the Fund with the Securities and
Exchange Commission under the Securities Act of 1933.  Copies of
the Registration Statement may be obtained at a reasonable charge
from the Commission or may be examined, without charge, at the
Commission's offices in Washington, D.C.





































                               87



<PAGE>

                                                                

                           APPENDIX A
               DESCRIPTION OF MUNICIPAL SECURITIES
                                                                 

         Municipal Notes generally are used to provide for
short-term capital needs and usually have maturities of one year
or less.  They include the following:

         1.   Project Notes, which carry a U.S. Government
guarantee, are issued by public bodies (called "local issuing
agencies") created under the laws of a state, territory, or U.S.
possession.  They have maturities that range up to one year from
the date of issuance.  Project Notes are backed by an agreement
between the local issuing agency and the Federal Department of
Housing and Urban Development.  These Notes provide financing for
a wide range of financial assistance programs for housing,
redevelopment, and related needs (such as low-income housing
programs and renewal programs).

         2.   Tax Anticipation Notes are issued to finance
working capital needs of municipalities.  Generally, they are
issued in anticipation of various seasonal tax revenues, such as
income, sales, use and business taxes, and are payable from these
specific future taxes.

         3.   Revenue Anticipation Notes are issued in
expectation of receipt of other types of revenues, such as
Federal revenues available under the Federal Revenue Sharing
Programs.

         4.   Bond Anticipation Notes are issued to provide
interim financing until long-term financing can be arranged.  In
most cases, the long-term bonds then provide the money for the
repayment of the Notes.

         5.   Construction Loan Notes are sold to provide
construction financing.  After successful completion and
acceptance, many projects receive permanent financing through the
Federal Housing Administration under the Federal National
Mortgage Association or the Government National Mortgage
Association.

         6.   Tax-Exempt Commercial Paper is a short-term
obligation with a stated maturity of 365 days or less.  It is
issued by agencies of state and local governments to finance
seasonal working capital needs or as short-term financing in
anticipation of longer term financing.




                               88



<PAGE>

         Municipal Bonds, which meet longer term capital needs
and generally have maturities of more than one year when issued,
have three principal classifications:

         1.   General Obligation Bonds are issued by such
entities as states, counties, cities, towns, and regional
districts.  The proceeds of these obligations are used to fund a
wide range of public projects, including construction or
improvement of schools, highways and roads, and water and sewer
systems.  The basic security behind General Obligation Bonds is
the issuer's pledge of its full faith and credit and taxing power
for the payment of principal and interest.  The taxes that can be
levied for the payment of debt service may be limited or
unlimited as to the rate or amount of special assessments.

         2.   Revenue Bonds generally are secured by the net
revenues derived from a particular facility, group of facilities,
or, in some cases, the proceeds of a special excise or other
specific revenue source.  Revenue Bonds are issued to finance a
wide variety of capital projects including electric, gas, water
and sewer systems; highways, bridges, and tunnels; port and
airport facilities; colleges and universities; and hospitals.
Many of these Bonds provide additional security in the form of a
debt service reserve fund to be used to make principal and
interest payments.  Housing authorities have a wide range of
security, including partially or fully insured mortgages, rent
subsidized and/or collateralized mortgages, and/or the net
revenues from housing or other public projects.  Some authorities
provide further security in the form of a state's ability
(without obligation) to make up deficiencies in the debt service
reserve fund.

         3.   Industrial Development Bonds are considered
municipal bonds if the interest paid thereon is exempt from
Federal income tax and are issued by or on behalf of public
authorities to raise money to finance various privately operated
facilities for business and manufacturing, housing, sports, and
pollution control. These Bonds are also used to finance public
facilities such as airports, mass transit systems, ports, and
parking.  The payment of the principal and interest on such Bonds
is dependent solely on the ability of the facility's user to meet
its financial obligations and the pledge, if any, of real and
personal property as security for such payment.










                               89



<PAGE>

                                                                 

                           APPENDIX B
                DESCRIPTION OF SECURITIES RATINGS
                                                                

Municipal and Corporate
Bonds and Municipal Loans

         The two highest ratings of Moody's Investors Service,
Inc. ("Moody's") for municipal and corporate bonds are Aaa and
Aa.  Bonds rated Aaa are judged by Moody's to be of the best
quality. Bonds rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are
generally known as high-grade bonds.  Moody's states that Aa
bonds are rated lower than the best bonds because margins of
protection or other elements make long-term risks appear somewhat
larger than Aaa securities.  The generic rating Aa may be
modified by the addition of the numerals 1, 2 or 3.  The modifier
1 indicates that the security ranks in the higher end of the Aa
rating category; the modifier 2 indicates a mid-range ranking;
and the modifier 3 indicates that the issue ranks in the lower
end of such rating category.

         The two highest ratings of Standard & Poor's Corporation
("Standard & Poor's") for municipal and corporate bonds are AAA
and AA.  Bonds rated AAA have the highest rating assigned by
Standard & Poor's to a debt obligation.  Capacity to pay interest
and repay principal is extremely strong.  Bonds rated AA have a
very strong capacity to pay interest and repay principal and
differ from the highest rated issues only in a small degree.  The
AA rating may be modified by the addition of a plus (+) or minus
(-) sign to show relative standing within that rating category.

Short-Term Municipal Loans

         Moody's highest rating for short-term municipal loans is
MIG-1/VMIG-1.  Moody's states that short-term municipal
securities rated MIG-1/VMIG-1 are of the best quality, enjoying
strong protection from established cash flows of funds for their
servicing or from established and broad-based access to the
market for refinancing, or both.  Loans bearing the MIG-2/VMIG-2
designation are of high quality, with margins of protection ample
although not so large as in the MIG-1/VMIG-1 group.

         Standard & Poor's highest rating for short-term
municipal loans is SP-1.  Standard & Poor's states that
short-term municipal securities bearing the SP-1 designation have
very strong or strong capacity to pay principal and interest.
Those issues rated SP-1 which are determined to possess
overwhelming safety characteristics will be given a plus (+)


                               90



<PAGE>

designation. Issues rated SP-2 have satisfactory capacity to pay
principal and interest.

Other Municipal Securities and Commercial Paper

         "Prime-1" is the highest rating assigned by Moody's for
other short-term municipal securities and commercial paper, and
"A-1+" and "A-1" are the two highest ratings for commercial paper
assigned by Standard & Poor's (Standard & Poor's does not rate
short-term tax-free obligations).  Moody's uses the numbers 1, 2
and 3 to denote relative strength within its highest
classification of "Prime", while Standard & Poor's uses the
number 1+, 1, 2 and 3 to denote relative strength within its
highest classification of "A".  Issuers rated "Prime" by Moody's
have the following characteristics:  their short-term debt
obligations carry the smallest degree of investment risk, margins
of support for current indebtedness are large or stable with cash
flow and asset protection well assured, current liquidity
provides ample coverage of near-term liabilities and unused
alternative financing arrangements are generally available.
While protective elements may change over the intermediate or
longer term, such changes are most unlikely to impair the
fundamentally strong position of short-term obligations.
Commercial paper issuers rated "A" by Standard & Poor's have the
following characteristics:  liquidity ratios are better than
industry average, long-term debt rating is A or better, the
issuer has access to at least two additional channels of
borrowing, and basic earnings and cash flow are in an upward
trend.  Typically, the issuer is a strong company in a
well-established industry and has superior management.























                               91
00250185.AG5



<PAGE>


STATEMENT OF NET ASSETS
JUNE 30, 1996                      ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           MUNICIPAL BONDS-57.0%
           ALABAMA-1.6%
           BIRMINGHAM IDR
           (O'Neal Steel) AMT VRDN*
$  4,745   6/01/08                                 3.60%     $ 4,745,000
           DECATUR SOLID WASTE
           (Trico Steel Co. Project) AMT VRDN*
  14,000   3/01/26                                 3.60       14,000,000
                                                             -----------
                                                              18,745,000

           ARIZONA-2.2%
           PHOENIX IDA
           (America West Airlines) AMT VRDN*
  10,000   8/01/16                                 3.70       10,000,000
           PHOENIX IDA MFHR
           (Mariners Pointe Apts. Project) 
           Series '93A AMT VRDN*
   8,420   10/01/23                                3.60        8,420,000
           TUCSON IDA MFHR
           (Lincoln Garden Apts.) VRDN*
   6,750   2/01/06                                 3.55        6,750,000
                                                             -----------
                                                              25,170,000

           CALIFORNIA-3.4%
           ALAMEDA COUNTY IDR
           (JMS Partnership Proj.) 
           Series '95A AMT VRDN*
   2,600   10/01/25                                3.30        2,600,000
           ALAMEDA COUNTY TRAN
  10,000   7/05/96                                 4.00       10,000,519
           CALIFORNIA HIGHER ED
           Student Loan Revenue Series D-2 PPB*
   6,300   7/01/97                                 3.95        6,300,000
           CALIFORNIA PCFA SOLID WASTE
           (CR&R Inc. Project) 
           Series '95A AMT VRDN*
   2,000   10/01/10                                3.40        2,000,000
           INDIO HOUSING AUTH. MFHR
           (Smoketree Apts.) Series A VRDN*
   1,500   12/01/07                                3.25        1,500,000
           LANCASTER MFHR
           (Household Bank Project) 
           Series '84A VRDN*
   7,200   11/01/04                                3.43%       7,200,000
           LOS ANGELES TRAN
           (Unified School District)
   7,500   7/03/96                                 3.95        7,500,204
           OCEANSIDE MFHR
           (Riverview Springs Apts.) 
           Series '90A AMT VRDN*
   2,000   7/01/20                                 3.80        2,000,000
                                                             -----------
                                                              39,100,723

           DELAWARE-0.4%
           DELAWARE ECONOMIC DEVELOPMENT AUTHORITY
           (Orient Chemical Co.) AMT VRDN*
   4,620   11/01/99                                3.68        4,620,000
           DISTRICT OF COLUMBIA-0.9%
           DISTRICT OF COLUMBIA HFA MFHR
           (Tyler Housing) AMT VRDN*
  10,500   8/01/25                                 3.80       10,500,000
           FLORIDA-0.9%
           FLORIDA HOUSING FINANCE AGENCY MFHR
           (Lakes of Northdale Project) 
           Series '84D VRDN*
   1,800   6/01/07                                 3.30        1,800,000
           ORANGE COUNTY HFA SFMR
           Series '96B AMT PPB*
   9,000   4/01/97                                 3.65        9,000,000
                                                             -----------
                                                              10,800,000

           GEORGIA-0.7%
           CARTERSVILLE IDR
           (Bliss & Laughlin Steel) 
           Series '88 AMT VRDN*
   3,600   12/01/18                                3.70        3,600,000
           COLLEGE PARK IDR
           (Wynefield I Project) AMT VRDN*
   4,000   12/01/16                                3.75        4,000,000
                                                             -----------
                                                               7,600,000


1



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           HAWAII-0.1%
           HAWAII HOUSING FINANCE & 
           DEVELOPMENT CORP.
           Series '90B VRDN*
$  1,100   7/01/25                                 3.65%     $ 1,100,000
           ILLINOIS-10.5%
           CHICAGO AIRPORT REVENUE
           (Northwest Airlines Project) 
           Series B AMT VRDN*
  16,400   2/01/24                                 3.75       16,400,000
           CHICAGO AIRPORT REVENUE
           (O'Hare International Airport) 
           Series '88A AMT VRDN*
  30,000   1/01/18                                 3.55       30,000,000
           ELMHURST HOSPITAL REVENUE
           (Joint Comm. Health Org.) 
           Series '88 VRDN*
   8,920   7/01/18                                 3.50        8,920,000
           FRANKLIN PARK IDR
           (Maclean-Fogg Co. Project) 
           Series '95 AMT VRDN*
   5,000   2/01/07                                 3.60        5,000,000
           ILLINOIS DEVELOPMENT 
           FINANCE AUTHORITY
           (Bridgestone Inc.) VRDN*
   3,800   7/01/00                                 3.75        3,800,000
           ILLINOIS DEVELOPMENT 
           FINANCE AUTHORITY
           (U.G.N. Inc. Project) 
           Series '86 AMT VRDN*
   3,500   9/15/11                                 3.75        3,500,000
           ILLINOIS DEVELOPMENT 
           FINANCE AUTHORITY
           (Valspar Corp.) 
           Series '95 AMT VRDN*
   6,000   8/01/15                                 3.55        6,000,000
           ILLINOIS DEVELOPMENT 
           FINANCE AUTHORITY IDR
           (THK America Inc. Project) 
           Series '91 AMT VRDN*
   3,700   7/01/11                                 3.75        3,700,000
           ILLINOIS DEVELOPMENT 
           FINANCE AUTHORITY PCR
           (Illinois Power Project) 
           Series '87C AMT VRDN*
   7,900   3/01/17                                 3.75        7,900,000
           ILLINOIS HOUSING 
           DEVELOPMENT AUTHORITY SFMR
           (Home Mortgage Program) 
           Series PT-7 AMT VRDN* AMBAC
  29,725   8/01/19                                 3.75%      29,725,000
           LAKE COUNTY SOLID WASTE REVENUE
           (Countryside Landfill Inc.) 
           AMT VRDN*
   5,670   4/01/21                                 3.30        5,670,000
                                                             -----------
                                                             120,615,000

           INDIANA-1.0%
           INDIANA EMP. DEVELOPMENT COMM. IDR
           (O'Neal Steel) AMT VRDN*
   1,000   4/01/10                                 3.60        1,000,000
           RUSHVILLE IDR
           (Fujitsu Ten America) 
           Series '86 AMT VRDN*
   3,600   11/01/96                                3.60        3,600,000
           ST. JOSEPH'S COUNTY
           (Edcoat Limited Partnership) 
           Series '95 AMT VRDN*
   5,000   9/01/25                                 3.55        5,000,000
           WESTFIELD IDR
           (Porter Project) 
           Series '89 AMT VRDN*
   2,300   12/01/09                                3.65        2,300,000
                                                             -----------
                                                              11,900,000

           KANSAS-0.7%
           BUTLER COUNTY
           (Texaco Refining & Marketing) 
           Series A AMT VRDN*
   6,700   8/01/24                                 3.85        6,700,000
           WICHITA HEALTH REVENUE
           (CSJ Health Systems) 
           Series XXV '85 VRDN*
   1,900   10/01/11                                3.65        1,900,000
                                                             -----------
                                                               8,600,000

           KENTUCKY-1.5%
           BEREA IDR
           (Tokico Manufacturing Corp.) 
           Series '87 AMT VRDN*
   3,600   12/01/97                                3.85        3,600,000


2



                                   ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           BOWLING GREEN IDR
           (TWN Fastener Inc.) 
           Series '88 AMT VRDN*
$  4,125   3/01/08                                 3.75%     $ 4,125,000
           BOWLING GREEN IDR
           (Woodcraft Industries, Inc.) 
           Series '95 AMT VRDN*
   5,400   3/01/25                                 3.55        5,400,000
           KENTUCKY HIGHER EDUCATION
           (Student Loan Rev.) 
           Series '91E AMT VRDN*
   4,000   12/01/11                                3.50        4,000,000
                                                             -----------
                                                              17,125,000

           MAINE-0.6%
           ORRINGTON RESOURCE RECOVERY
           (Penobscot Energy Project) 
           Series B AMT VRDN*
   6,470   5/01/03                                 3.55        6,470,000

           MICHIGAN-0.4%
           MICHIGAN HOUSING 
           DEVELOPMENT AUTHORITY MFHR
           (Woodland Meadows Apts.) 
           AMT VRDN*
   2,000   11/01/13                                3.60        2,000,000
           MICHIGAN MUNICIPAL BOND AUTHORITY
           Series B
   2,500   7/03/96                                 3.80        2,500,092
                                                             -----------
                                                               4,500,092

           MISSOURI-0.8%
           MEXICO IDA
           (Optec D.D. USA Inc. Project) 
           Series '87 AMT VRDN*
   7,000   10/01/97                                3.83        7,000,000
           MISSOURI ECONOMIC 
           DEVELOPMENT AUTHORITY
           Export and Infrastructure 
           Series A AMT VRDN*
   2,000   9/01/05                                 3.75        2,000,000
                                                             -----------
                                                               9,000,000

           NEBRASKA-1.2%
           NEBRASKA FINANCE AUTHORITY SFMR
           Series '96C AMT PPB*
  13,800   5/01/97                                 3.85%      13,800,000
           NEVADA-0.7%
           CLARK COUNTY IDB
           (Nevada Power Co. Project) 
           Series '95B AMT VRDN*
   8,000   10/01/30                                3.60        8,000,000
           NEW HAMPSHIRE-0.7%
           NASHUA HOUSING AUTHORITY MFHR
           (Clocktower Project) 
           AMT VRDN*
   6,058   10/20/28                                3.95        6,058,000
           NEW HAMPSHIRE IDA
           (Connecticut Light & Power Co.) 
           Series '86 AMT VRDN*
   1,900   11/01/16                                3.55        1,900,000
                                                             -----------
                                                               7,958,000

           NEW JERSEY-1.3%
           JERSEY CITY BAN
  15,000   9/27/96                                 4.00       15,026,001

           NEW MEXICO-0.3%
           SANTA FE MORTGAGE REVENUE SMFR
           (Home Mortgage Revenue) 
           Series '95B AMT PPB*
   3,000   11/15/96                                4.00        3,000,000

           NORTH CAROLINA-4.2%
           BLADEN COUNTY PCR
           (BCH Energy Project) 
           Series '93 AMT VRDN*
  18,000   11/01/20                                3.70       18,000,000
           LENOIR COUNTY IDR PCR
           (Carolina Energy Project) AMT VRDN*
  30,000   7/01/22                                 3.70       30,000,000
                                                             -----------
                                                              48,000,000

           OHIO-1.5%
           OHIO HOUSING FINANCE AGENCY
           Residential Mortgage Revenue Bonds 
           Series '96 A-3 AMT PPB*
  14,000   3/03/97                                 3.40       14,000,000


3



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           OHIO WATER DEVELOPMENT AUTHORITY
           (Ohio Edison Co.) Series A AMT PPB*
$  3,600   5/01/97                                 3.80%      $3,600,000
                                                             -----------
                                                              17,600,000

           OREGON-2.9%
           OREGON HOUSING AND 
           COMMUNITY SERVICES SFMR
           Series '96C AMT
   3,700   5/15/97                                 3.85        3,700,000
           PORT OF PORTLAND SPECIAL OBLIGATION
           (Portland Bulk Terminals) 
           Series '96 AMT VRDN*
  30,000   10/01/25                                3.55       30,000,000
                                                             -----------
                                                              33,700,000

           PENNSYLVANIA-0.8%
           PHILADELPHIA GO TRAN
           Series '96A
   9,000   6/30/97                                 3.95        9,047,160
           RHODE ISLAND-0.3%
           RHODE ISLAND HOUSING AND 
           MORTGAGE FINANCE CORP.
           (Homeownership Opportunity) 
           Series 19D AMT PPB*
   4,000   1/30/97                                 3.55        4,000,000
           SOUTH CAROLINA-4.0%
           BERKELEY COUNTY IDB
           (Nucor Corp. Project) 
           Series '95 AMT VRDN*
  19,500   9/01/28                                 3.65       19,500,000
           BERKELEY COUNTY IDB
           (Nucor Corp. Project) 
           Series '96A AMT VRDN*
  10,000   3/01/29                                 3.65       10,000,000
           LAURENS COUNTY IDR
           (Nicca USA Project) AMT VRDN*
   8,500   4/01/09                                 4.10        8,500,000
           SOUTH CAROLINA JOBS IDR
           (Venture Packaging) 
           Series '95 AMT VRDN*
   7,990   4/01/16                                 3.55        7,990,000
                                                             -----------
                                                              45,990,000

           SOUTH DAKOTA-1.1%
           SOUTH DAKOTA HFA SFMR
           (Homeownership Mortgage) Series G
  12,100   5/01/97                                 4.25%      12,130,929

           TENNESSEE-0.5%
           HAMILTON COUNTY INDUSTRIAL DEVELOPMENT
           (Komatsu American Manufacturing) 
           Series '85 VRDN*
   5,400   11/01/05                                3.65        5,400,000

           TEXAS-5.7%
           GREATER EAST TEXAS 
           STUDENT LOAN REVENUE
           Series '95A AMT PPB*
  10,650   5/01/97                                 3.85       10,650,000
           GREATER TEXAS STUDENT LOAN REVENUE
           Series '96A AMT PPB*
  18,800   3/01/97                                 3.35       18,800,000
           GULF COAST IDA
           (Gruma Corp. Project) AMT VRDN*
   6,850   11/01/09                                3.65        6,850,000
           HARRIS COUNTY IDR
           (Nippon Pigment USA Project) 
           Series '87 AMT VRDN*
   2,500   7/01/02                                 3.95        2,500,000
           SAN ANTONIO IDA
           (Gruma Corp. Project) AMT VRDN*
   6,150   11/01/09                                3.65        6,150,000
           TEXAS GO TRAN
           Series '95A
  20,000   8/30/96                            3.93-4.07       20,023,566
                                                             -----------
                                                              64,973,566

           UTAH-2.6%
           UTAH HFA SFMR
           (Home Mortgage Revenue) 
           Series '96-2 VRDN*
  17,180   7/01/16                                 3.75       17,180,000
           UTAH HFA SFMR
           (Home Mortgage Revenue) 
           Series 2 AMT VRDN*
   9,000   7/01/29                                 3.70        9,000,000


4



                                   ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           UTAH HFA SFMR
           (Home Mortgage Revenue) 
           Series 4 AMT VRDN*
$  3,100   7/01/28                                 3.60%     $ 3,100,000
                                                             -----------
                                                              29,280,000

           WASHINGTON-3.5%
           PORT OF PORT ANGELES IDR
           (Daishowa America Project) 
           Series '91 AMT VRDN*
   5,700   6/01/06                                 3.75        5,700,000
           PORT OF PORT ANGELES IDR
           (Daishowa America Project) 
           Series '92B AMT VRDN*
   6,200   8/01/07                                 3.75        6,200,000
           PORT OF PORT ANGELES IDR
           (Daishowa America Project) 
           Series '92B AMT VRDN*
   2,725   12/01/07                                3.75        2,725,000
           WASHINGTON HFA MFHR
           (Arbor Park Project) 
           Series '94 AMT VRDN*
   6,400   10/01/24                                3.60        6,400,000
           WASHINGTON HFA MFHR
           (Heatherstone Apts.) 
           Series '95 AMT VRDN*
   9,800   7/01/25                                 3.40        9,800,000
           WASHINGTON PUBLIC POWER SUPPLY
           Electric Revenue Project #1 
           Series '93 IA2 VRDN*
     100   7/01/17                                 3.35          100,000
           WASHINGTON STUDENT 
           LOAN FINANCE ASSOCIATION
           Third Program Series B AMT VRDN*
   9,000   12/01/02                                3.55        9,000,000
                                                             -----------
                                                              39,925,000

           Total Municipal Bonds
           (amortized cost $653,676,471)                     653,676,471

           COMMERCIAL PAPER-45.6%
           ALABAMA-0.5%
           PHENIX CITY IDB
           (Mead Board Project) AMT
   5,500   7/11/96                                 3.60        5,500,000
           ARIZONA-1.6%
           SALT RIVER PROJECT
           Agricultural Imp. & Power District
   7,039   8/26/96                                 3.45%       7,039,000
           SALT RIVER PROJECT
           Agricultural Imp. & Power District
  11,000   8/16/96                                 3.50       11,000,000
                                                              18,039,000
           CALIFORNIA-0.5%
           CALIFORNIA PCFA PCR
           (Pacific Gas & Electric) 
           Series '88D AMT
   6,000   7/25/96                                 3.50        6,000,000
           COLORADO-2.6%
           DENVER AIRPORT REVENUE
           Series B AMT
   2,700   7/15/96                                 3.70        2,700,000
           DENVER AIRPORT REVENUE
           Series B AMT
   7,000   8/08/96                                 3.85        7,000,000
           DENVER AIRPORT REVENUE
           Series B AMT
  20,230   8/07/96                                 3.95       20,230,000
                                                             -----------
                                                              29,930,000

           FLORIDA-3.9%
           FLORIDA LOCAL GOVERNMENT COMM.
           (Assoc. of Counties)
   8,741   8/20/96                                 3.50        8,740,800
           JACKSONVILLE POLLUTION CONTROL
           (Florida Power & Light) Series '94
   3,200   8/15/96                                 3.50        3,200,000
           JACKSONVILLE POLLUTION CONTROL
           (Florida Power & Light) Series '94
   4,600   10/17/96                                3.65        4,600,000
           SARASOTA HOSPITAL REVENUE
           (Sarasota Memorial Hospital) Series A
   3,200   7/16/96                                 3.60        3,200,000


5



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           SARASOTA HOSPITAL REVENUE
           (Sarasota Memorial Hospital) 
           Series B
$  2,500   8/08/96                                 3.80%     $ 2,500,000
           SARASOTA HOSPITAL REVENUE
           (Sarasota Memorial Hospital)
           Series C
   5,000   7/26/96                                 3.55        5,000,000
           SARASOTA HOSPITAL REVENUE
           (Sarasota Memorial Hospital)
           Series C
   1,200   8/08/96                                 3.80        1,200,000
           ST. LUCIE PCR
           (Florida Power & Light) Series '94A
  16,650   8/15/96                                 3.45       16,650,000
                                                             -----------
                                                              45,090,800

           GEORGIA-2.4%
           ATHENS CLARKE IDA
           (Rhone-Merieux Inc. Project)
           Series '88 AMT
   2,900   8/27/96                                 3.75        2,900,000
           GEORGIA MUNICIPAL GAS AUTHORITY
           (Southern Portfolio 1 Project)
           Series D
   7,000   7/18/96                                 3.55        7,000,000
           GEORGIA MUNICIPAL GAS AUTHORITY
           (Transco Portfolio 1) Series B
   3,000   8/28/96                                 3.60        3,000,000
           GEORGIA MUNICIPAL GAS AUTHORITY
           Series '85B
  14,950   8/23/96                                 3.70       14,950,000
                                                             -----------
                                                              27,850,000

           ILLINOIS-1.9%
           DECATUR WATER REVENUE
           (New South Water Treatment)
           Series '85
   9,900   7/18/96                                 3.70        9,900,000
           DECATUR WATER REVENUE
           (New South Water Treatment)
           Series '85
  12,000   7/18/96                                 3.80       12,000,000
                                                             -----------
                                                              21,900,000

           INDIANA-0.3%
           SULLIVAN COOPERATIVE FINANCE CORP.
           (Hoosier Energy Rural Electric) 
           Series '85L-6
   3,000   10/01/96                                3.65%       3,000,000

           KANSAS-0.5%
           BURLINGTON PCR
           (Kansas City Power & Light)
           Series '85B
   6,000   9/11/96                                 3.70        6,000,000

           MASSACHUSETTS-0.3%
           MASSACHUSETTS BAY TRANS. AUTH.
           Series B
   4,000   7/11/96                                 3.50        4,000,000

           MICHIGAN-1.6%
           MICHIGAN BUILDING AUTHORITY AMT
   9,200   8/28/96                                 3.70        9,200,000
           MICHIGAN HOUSING DEVELOPMENT 
           AUTHORITY MFHR
           (Housing Revenue Bonds) 
           Series '88A AMT
   4,700   7/12/96                                 3.40        4,700,000
           MICHIGAN HOUSING DEVELOPMENT 
           AUTHORITY MFHR
           (Housing Revenue Bonds) 
           Series '88A AMT
   5,000   7/29/96                                 3.70        5,000,000
                                                             -----------
                                                              18,900,000

           NEW YORK-7.4%
           NEW YORK CITY GO
           Series '96
  19,000   8/22/96                                 3.50       19,000,000
           NEW YORK MUNICIPAL WATER AUTHORITY
           Series '94
   7,400   8/08/96                                 3.70        7,400,000
           NEW YORK MUNICIPAL WATER AUTHORITY
           Series 3
   8,000   7/15/96                                 3.50        8,000,000
           NEW YORK MUNICIPAL WATER AUTHORITY
           Series 3
  11,500   10/10/96                                3.60       11,500,000


6



                                   ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           NEW YORK MUNICIPAL WATER AUTHORITY
           Series 4
$  6,500   8/12/96                                 3.80%     $ 6,500,000
           NIAGARA COUNTY SOLID WASTE REV. IDA
           (American Ref-Fuel Co.) 
           Series '94B AMT
  12,700   7/30/96                                 3.70       12,700,000
           NIAGARA COUNTY SOLID WASTE REV. IDA
           (American Ref-Fuel Co.) 
           Series '94C AMT
   4,500   7/26/96                                 3.55        4,500,000
           NIAGARA COUNTY SOLID WASTE REV. IDA
           (American Ref-Fuel Co.) 
           Series '94C AMT
   5,000   7/12/96                                 3.60        5,000,000
           NIAGARA COUNTY SOLID WASTE REV. IDA
           (American Ref-Fuel Co.) 
           Series '94C AMT
   5,700   8/16/96                                 3.60        5,700,000
           PORT AUTHORITY OF NEW 
           YORK AND NEW JERSEY AMT
   4,225   9/10/96                                 3.70        4,225,000
                                                             -----------
                                                              84,525,000

           OHIO-0.3%
           OHIO WATER DEVELOPMENT AUTHORITY PCR
           (Dusquesne Light Co.) Series '88 AMT
   3,000   8/02/96                                 3.60        3,000,000
           PENNSYLVANIA-4.3%
           ALLEGHENY COUNTY IDR
           (U.S. Steel Environment Imp.) 
           Series '85
  18,300   9/06/96                                 3.75       18,300,000
           CARBON COUNTY
           Res. Rec.:(Panther Creek Project) 
           Series '90A AMT
   5,000   8/23/96                                 3.50        5,000,000
           CARBON COUNTY
           Res. Rec.:(Panther Creek Project)
           Series '90B AMT
   5,700   10/18/96                                3.75        5,700,000
           VENANGO INDUSTRIAL DEVELOPMENT
           AUTHORITY
           Res. Rec.:(Scrubgrass Project) 
           Series '93 AMT
   6,000   8/23/96                                 3.50%       6,000,000
           VENANGO INDUSTRIAL DEVELOPMENT
           AUTHORITY
           Res. Rec.:(Scrubgrass Project) 
           Series '93 AMT
   4,200   8/26/96                                 3.55        4,200,000
           VENANGO INDUSTRIAL DEVELOPMENT 
           AUTHORITY
           Res. Rec.:(Scrubgrass Project) 
           Series '93 AMT
   7,400   8/30/96                                 3.70        7,400,000
           VENANGO INDUSTRIAL DEVELOPMENT 
           AUTHORITY
           Res. Rec.:(Scrubgrass Project) 
           Series '93 AMT
   2,750   10/01/96                                3.70        2,750,000
                                                             -----------
                                                              49,350,000

           TEXAS-9.6%
           AUSTIN UTILITY SYSTEMS
           (Travis & Williamson County) Series A
   7,000   8/22/96                                 3.40        7,000,000
           BRAZOS RIVER AUTHORITY PCR
           (Texas Utility Electric Co.) 
           Series '94A AMT
   2,400   7/29/96                                 3.40        2,400,000
           BRAZOS RIVER AUTHORITY PCR
           (Texas Utility Electric Co.) 
           Series '94A AMT
   3,700   8/12/96                                 3.50        3,700,000
           BRAZOS RIVER AUTHORITY PCR
           (Texas Utility Electric Co.) 
           Series '94A AMT
   2,000   8/12/96                                 3.60        2,000,000
           BRAZOS RIVER HARBOR NAVIGATION 
           DISTRICT PCR
           (Dow Chemical Project) 
           Series '88 AMT
   5,000   7/19/96                                 3.65        5,000,000


7



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           BRAZOS RIVER HARBOR NAVIGATION 
           DISTRICT PCR
           (Dow Chemical Project) 
           Series '88 AMT
$  8,300   8/13/96                                 3.75%     $ 8,300,000
           BRAZOS RIVER HARBOR NAVIGATION 
           DISTRICT PCR
           (Dow Chemical Project) Series '92 AMT
   9,860   8/13/96                                 3.75        9,860,000
           DALLAS AREA RAPID TRANSIT
           Sales Tax Revenue Series A
  10,000   8/26/96                                 3.45       10,000,000
           DALLAS AREA RAPID TRANSIT
           Sales Tax Revenue Series A
   5,600   8/22/96                                 3.50        5,600,000
           DALLAS AREA RAPID TRANSIT
           Sales Tax Revenue Series A
   5,000   8/20/96                                 3.55        5,000,000
           DALLAS AREA RAPID TRANSIT
           Sales Tax Revenue Series A
   8,000   9/10/96                                 3.65        8,000,000
           DALLAS AREA RAPID TRANSIT
           Sales Tax Revenue Series A
   5,000   9/10/96                                 3.70        5,000,000
           PORT DEVELOPMENT CORP.
           (Mitsui Marine Terminal Project) 
           Series '85A
   6,000   8/14/96                                 3.80        6,000,000
           SAN ANTONIO WATER SYSTEMS
           Series '95
  10,000   7/23/96                                 3.45       10,000,000
           UNIVERSITY OF TEXAS BOARD OF REGENTS
           Series A
   9,000   8/16/96                                 3.45        9,000,000
           UNIVERSITY OF TEXAS BOARD OF REGENTS
           Series A
  13,800   10/18/96                                3.65%      13,800,000
                                                             -----------
                                                             110,660,000

           UTAH-3.2%
           INTERMOUNTAIN POWER AGENCY
           Power Supply Revenue Series '85E
   8,000   7/19/96                                 3.50        8,000,000
           TOOELE COUNTY WASTE REVENUE
           (Rollins Environmental, Inc.) 
           Series A AMT
  16,200   8/21/96                                 3.75       16,200,000
           TOOELE COUNTY WASTE REVENUE
           (Rollins Environmental, Inc.) 
           Series A AMT
  12,300   7/09/96                                 3.75       12,300,000
                                                             -----------
                                                              36,500,000

           VIRGINIA-0.3%
           LOUISA PCR
           (Virginia Electric & Power Co.) 
           Series '87
   4,000   7/24/96                                 3.70        4,000,000
           WEST VIRGINIA-1.6%
           WEST VIRGINIA PUBLIC ENERGY AUTHORITY
           (Morgantown Energy Assoc.) 
           Series '89A AMT
   6,500   8/06/96                                 3.30        6,500,000
           WEST VIRGINIA PUBLIC ENERGY AUTHORITY
           (Morgantown Energy Assoc.) 
           Series '89A AMT
  10,000   8/22/96                                 3.50       10,000,000
           WEST VIRGINIA PUBLIC ENERGY AUTHORITY
           (Morgantown Energy Assoc.) 
           Series '89A AMT
   2,000   10/18/96                                3.75        2,000,000
                                                             -----------
                                                              18,500,000


8



                                   ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           WISCONSIN-0.5%
           WISCONSIN HEALTH & EDUCATION 
           FACILITIES
           (Alexian Village of Milwaukee) 
           Series '88A
$  5,500   7/22/96                                 3.80%     $ 5,500,000

           WYOMING-0.6%
           SWEETWATER COUNTY PCR
           Series '92B
   6,305   7/11/96                                 3.40        6,305,000

           PUERTO RICO-1.7%
           PUERTO RICO GOVERNMENT 
           DEVELOPMENT BANK
  10,000   8/09/96                                 3.65       10,000,000
           PUERTO RICO GOVERNMENT 
           DEVELOPMENT BANK
   9,200   8/21/96                                 3.65%       9,200,000
                                                             -----------
                                                              19,200,000

           Total Commercial Paper
           (amortized cost $523,749,800)                     523,749,800

           TOTAL INVESTMENTS-102.6%
           (amortized cost $1,177,426,271)                 1,177,426,271
           Other assets less liabilities-(2.6%)              (29,409,919)

           NET ASSETS-100%
           (offering and redemption price of 
           $1.00 per share; 1,149,938,628 
           shares outstanding)                            $1,148,016,352


+  All securities either mature or their interest rate changes in one year or 
less.

*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:
AMBAC  American Municipal Bond Assurance Corporation
AMT    Alternative Minimum Tax
BAN    Bond Anticipation Note
GO     General Obligation
HFA    Housing Finance Agency/Authority
IDA    Industrial Development Authority
IDB    Industrial Development Board
IDR    Industrial Development Revenue
MFHR   Multi-Family Housing Revenue
PCFA   Pollution Control Financing Authority
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
SFMR   Single Family Mortgage Revenue
TRAN   Tax & Revenue Anticipation Note
VRDN   Variable Rate Demand Note

See notes to financial statements.


9



STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996           ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                         $46,854,539

EXPENSES
  Advisory fee (Note B)                             $ 6,077,761 
  Distribution assistance and administrative
    service (Note C)                                  3,609,988 
  Transfer agency (Note B)                            1,101,586 
  Custodian fees                                        265,308 
  Registration fees                                     201,324 
  Printing                                              173,281
  Audit and legal fees                                   68,509 
  Trustees' fees                                         13,419 
  Miscellaneous                                          41,518 
  Total expenses                                     11,552,694 
  Less:expense reimbursement                             (4,947) 
                                                                    11,547,747
  Net investment income                                             35,306,792
    
REALIZED AND UNREALIZED GAIN (LOSS)ON INVESTMENTS
  Net realized gain on investments                                      21,901
  Net change in unrealized appreciation of investments                 (17,829)
  Net gain on investments                                                4,072
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                         $35,310,864
    
    

STATEMENTS OF CHANGES IN NET ASSETS
_______________________________________________________________________________

                                                  YEAR ENDED       YEAR ENDED
                                                 JUNE 30,1996     JUNE 30,1995
                                               ---------------  ---------------
INCREASE (DECREASE) IN NET ASSETS FROM 
OPERATIONS
  Net investment income                        $   35,306,792   $   31,671,376
  Net realized gain (loss) on investments              21,901       (1,793,640)
  Net change in unrealized appreciation of 
    investments                                       (17,829)      (3,201,732)
  Net increase in net assets from operations       35,310,864       26,676,004

OTHER CAPITAL CONTRIBUTIONS
  Total increase                                           -0-       3,218,975

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                           (35,306,792)     (31,671,376)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (decrease) (Note E)                (41,279,072)      56,798,166
  Total increase (decrease)                       (41,275,000)      55,021,769

NET ASSETS
  Beginning of year                             1,189,291,352    1,134,269,583
  End of year                                  $1,148,016,352   $1,189,291,352
    
    
See notes to financial statements.


10



NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                      ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio (the 
"Portfolio"), Alliance Municipal Trust-New York Portfolio, Alliance Municipal 
Trust-California Portfolio, Alliance Municipal Trust-Connecticut Portfolio, 
Alliance Municipal Trust-New Jersey Portfolio, Alliance Municipal 
Trust-Virginia Portfolio and Alliance Municipal Trust-Florida Portfolio. Each 
series is considered to be a separate entity for financial reporting and tax 
purposes. As a matter of fundamental policy, each Portfolio pursues its 
objectives by maintaining a portfolio of high-quality money market securities 
all of which, at the time of investment, have remaining maturities of 397 days 
or less. The following is a summary of significant accounting policies followed 
by the Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

3. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
year ended June 30, 1996, are exempt from federal income taxes. However, 
certain shareholders may be subject to the alternative minimum tax (AMT).

4. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its aggregate 
expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. The Adviser also voluntarily agreed to reimburse the Portfolio for 
the year ended June 30, 1996 for expenses exceeding .95 of 1% of its average 
daily assets. For the year ended June 30, 1996, the reimbursement amounted 
$4,947. The Portfolio compensates Alliance Fund Services, Inc. (a wholly-owned 
subsidiary of the Adviser) for providing personnel and facilities to perform 
transfer agency services for the Portfolio. Such compensation amounted to 
$621,449 for the year ended June 30, 1996. The Adviser purchased tax and 
revenue anticipation notes issued by Orange County, California on July 19, 1995 
for $20.85 million.


11



NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25 of 1% of the Portfolio's average daily net assets. 

The Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities. For the year ended June 30, 
1996, the distribution fee amounted to $3,038,881. In addition, the Portfolio 
reimbursed certain broker-dealers for administrative costs incurred in 
connection with providing shareholder services, accounting, bookkeeping, legal 
and compliance support. For the year ended June 30, 1996, such payments by the 
Portfolio amounted to $571,107 of which $109,000 was paid to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1996 the 
Portfolio had a capital loss carryforward of $1,912,276, of which $118,636 
expires in the year 2002 and $1,793,640 expires in the year 2003. 

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $1,149,928,628. Transactions, all at $1.00 per 
share, were as follows:

                                                  YEAR ENDED       YEAR ENDED
                                                JUNE 30, 1996    JUNE 30, 1995
                                               ---------------  ---------------
Shares sold                                     4,856,711,351    4,443,583,142
Shares issued on reinvestments of dividends        35,306,792       31,671,376
Shares redeemed                                (4,933,297,215)  (4,418,456,352)
Net increase (decrease)                           (41,279,072)      56,798,166
   
   
12



                                   ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each year.

<TABLE>
<CAPTION>
                                                                YEAR ENDED JUNE 30,
                                          -----------------------------------------------------------
                                              1996         1995         1994       1993         1992
                                          -----------  -----------  ----------  ----------  ---------
<S>                                       <C>          <C>          <C>         <C>          <C>
Net asset value, beginning of year           $1.00        $1.00        $1.00       $1.00       $1.00
  
INCOME FROM INVESTMENT OPERATIONS
Net investment income                         .029         .028         .018        .020        .034
Net realized and unrealized loss 
  on investments                                -0-       (.003)          -0-         -0-         -0-
Net increase in net asset value 
  from operations                             .029         .025         .018        .020        .034
  
ADD: CAPITAL CONTRIBUTIONS
Capital Contributed by the Adviser              -0-        .003           -0-         -0-         -0-
  
LESS: DISTRIBUTIONS
Dividends from net investment income         (.029)       (.028)       (.018)      (.020)      (.034)
Net asset value, end of year                 $1.00        $1.00        $1.00       $1.00       $1.00
  
TOTAL RETURNS
Total investment return based on 
  net asset value (a)                         2.93%        2.83%(b)     1.81%       2.05%       3.48%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (in millions)       $1,148       $1,189       $1,134      $1,016        $914
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                             .95%         .94%         .92%        .92%        .92%
  Expenses, before waivers and 
    reimbursements                             .95%         .95%         .94%        .94%        .95%
  Net investment income (c)                   2.90%        2.78%        1.80%       2.02%       3.40%
</TABLE>


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

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

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


13



INDEPENDENT AUDITOR'S REPORT       ALLIANCE MUNICIPAL TRUST - GENERAL PORTFOLIO
_______________________________________________________________________________

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS ALLIANCE MUNICIPAL TRUST - GENERAL 
PORTFOLIO

We have audited the accompanying statement of net assets of the General 
Portfolio of Alliance Municipal Trust as of June 30, 1996 and the related 
statements of operations, changes in net assets, and financial highlights for 
the periods indicated in the accompanying financial statements. These financial 
statements and financial highlights are the responsibility of the Portfolio's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
General Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the periods indicated, in conformity with generally accepted 
accounting principles.


McGladrey & Pullen, LLP
New York, New York
July 26, 1996


14























































<PAGE>


STATEMENT OF NET ASSETS
JUNE 30, 1996                   ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                             YIELD            VALUE
_______________________________________________________________________________
            MUNICIPAL BONDS-84.5%
            CALIFORNIA-84.5%
            ALAMEDA COUNTY IDB
            (Ream Enterprises Project) 
            Series A AMT VRDN*
$  1,300    11/01/20                               3.30%    $  1,300,000
            ALAMEDA COUNTY IDR
            (Heat Control Project) 
            Series '95A AMT VRDN*
   4,800    11/01/25                               3.30        4,800,000
            ALAMEDA COUNTY TRAN
            (Board of Education)
   5,000    7/05/96                                4.00        5,000,260
            ALAMEDA COUNTY TRAN
            (Unified School District)
   4,335    7/05/96                           3.58-4.00        4,335,302
            ALAMEDA COUNTY TRAN
            Series '96
   2,600    6/30/97                                3.95        2,613,676
            CALIFORNIA ECON. DEV. 
            AUTHORITY IDR
            (National R.V. Inc.) 
            Series '95 AMT VRDN*
   4,000    12/01/20                               3.45        4,000,000
            CALIFORNIA ECON. DEV. 
            FIN. AUTHORITY
            (Inland Empire Venture L.L.C.) 
            Series '95 AMT VRDN*
   2,500    7/01/25                                3.45        2,500,000
            CALIFORNIA ECON. DEV. 
            FIN. AUTHORITY
            (Valley Plating Works, Inc.) 
            Series '95 AMT VRDN*
   6,100    10/01/20                               3.45        6,100,000
            CALIFORNIA HFA
            (Home Mortgage) 
            Series '96D AMT PPB*
  11,500    4/01/97                                3.55       11,500,000
            CALIFORNIA PCFA
            (Western Waste Industries 
            Project) Series '94A AMT 
            VRDN*
   9,600    10/01/06                               3.10        9,600,000
            CALIFORNIA PCFA SOLID WASTE
            (Athens Disposal Co. Project) 
            Series '95 AMT VRDN*
   5,000    1/01/16                                3.40        5,000,000
            CALIFORNIA PCFA SOLID WASTE
            (Burrtec Waste Project) 
            Series A AMT VRDN*
   4,000    10/01/02                               3.45        4,000,000
            CALIFORNIA PCFA SOLID WASTE
            (Gilton Solid Waste 
            Management) 
            Series '95A AMT VRDN*
$  2,900    12/01/05                               3.40%    $  2,900,000
            CALIFORNIA STATEWIDE 
            COMM. DEV. CORP. IDR
            (Howard Leight & Associates) 
            Series '95B AMT VRDN*
   3,500    7/01/20                                3.40        3,500,000
            CHULA VISTA IDR
            (Home Depot Project) 
            VRDN*
   2,900    12/01/10                               3.20        2,900,000
            CONTRA COSTA COUNTY MFHR
            (Park Regency Apts.) 
            Series '92A AMT VRDN*
   8,600    8/01/32                                3.60        8,600,000
            GRAND TERRACE MFHR
            (Mt. Vernon Villas Project) 
            Series '85A VRDN*
   3,535    12/01/11                               3.40        3,535,000
            LONG BEACH
            Res. Rec.: Southeast Fac. 
            Authority Lease Rev. 
            Series '95B AMT VRDN*
  22,500    12/01/18                               3.60       22,500,000
            LOS ANGELES COUNTY 
            GO TRAN
            Series '95
  10,000    7/01/96                           3.65-3.80       10,000,000
            LOS ANGELES COUNTY TRAN
            (Community College Dist.)
   3,000    7/31/96                                3.95        3,001,304
            LOS ANGELES HOUSING 
            AUTH. MFHR
            (Sand Canyon Villas Project) 
            Series '89A AMT VRDN*
     900    11/01/09                               3.40          900,000
            LOS ANGELES MFHR
            (Poinsettia Apartment Project) 
            Series '89A AMT VRDN*
   5,450    7/01/19                                3.20        5,450,000
            LOS ANGELES TRAN
            (Unified School District)
  10,500    7/03/96                           3.90-3.95       10,500,306
            MARIN COUNTY HOUSING 
            AUTHORITY MFHR
            (Crest Marin ll Apt.) 
            Series A AMT VRDN*
   9,450    10/15/29                               3.40        9,450,000


1


STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                             YIELD            VALUE
_______________________________________________________________________________
            MONROVIA REDEV. AGENCY
            (Holiday Inn Hotel Project) 
            Series '84 VRDN*
$  4,600    12/01/14                               3.85%    $  4,600,000
            MORGAN HILL REDEV. AGENCY
            (Kent Trust) VRDN*
   2,515    12/01/14                               4.54        2,515,000
            MORGAN HILL REDEV. AGENCY
            (Nob Hill Venture 
            Investors) VRDN*
   1,690    12/01/09                               5.36        1,690,000
            OCEANSIDE MFHR
            (Riverview Springs Apts.) 
            Series '90A AMT VRDN*
  15,200    7/01/20                                3.80       15,200,000
            ORANGE COUNTY HOUSING 
            AUTHORITY
            (Costa Partner 
            Development) VRDN*
   8,300    12/01/09                               3.25        8,300,000
            ORANGE COUNTY MFHR
            (Alicia Viejo Project) 
            Series '86A AMT VRDN*
     290    12/01/16                               3.80          290,000
            PANAMA BUENA VISTA
            (Unified School District 
            Capital Improvement 
            Financing Project) VRDN*
   5,000    6/01/24                                3.25        5,000,000
            RIVERSIDE COUNTY GO RAN
            (School Financing 
            Authority) Series '96
   4,000    7/17/97                                4.05        4,023,040
            RIVERSIDE COUNTY GO TRAN
            Series '95
  10,000    7/01/96                                3.40       10,000,000
            SACRAMENTO CITY TRAN
            (Unified School District)
   5,000    11/29/96                               3.65        5,006,950
            SACRAMENTO COUNTY 
            GO TRAN
  11,500    10/04/96                          3.50-3.77       11,529,775
            SAN BERNARDINO COUNTY 
            GO TRAN
            Series '95
   5,000    7/05/96                                3.95        5,000,289
            SAN FRANCISCO IDR
            (Hoefer Scientific Institute) 
            Series '92A AMT VRDN*
     960    8/01/07                                3.80          960,000
            SAN JOSE TRAN
            (Unified School District) 
            Series '95
$  8,883    9/19/96                                4.05%    $  8,896,045
            SANTA ANA IDR
            (Newport Electronics Project) 
            Series '88A AMT VRDN*
   1,500    11/01/18                               3.65        1,500,000
            SANTA CLARA GO TRAN
            (Unified School District) 
            Series '95
   3,000    7/10/96                                4.00        3,000,354
            SANTA FE SPRINGS IDR
            (Metal Center Inc. Project) 
            Series '89A AMT VRDN*
   3,650    7/01/14                                3.40        3,650,000
            SOUTH COAST TRAN
            Series '96A
  10,000    6/30/97                                4.07       10,064,900
            UPLAND COMM. REDEV. 
            AGENCY MFHR
            (Northwoods 156) 
            Series A VRDN*
   4,925    3/01/14                                3.80        4,925,000
            UPLAND COMM. REDEV. 
            AGENCY MFHR
            (Northwoods 168) 
            Series B VRDN*
   1,460    3/01/14                                3.80        1,460,000
            Total Municipal Bonds
            (amortized cost 
            $251,597,201)                                    251,597,201
            COMMERCIAL PAPER-19.6%
            CALIFORNIA-11.2%
            CALIFORNIA PCFA PCR
            (Pacific Gas & Electric) 
            Series '88A AMT
   1,500    7/31/96                                3.35        1,500,000
            CALIFORNIA PCFA PCR
            (Pacific Gas & Electric) 
            Series '88A AMT
   1,200    8/08/96                                3.40        1,199,838
            CALIFORNIA PCFA PCR
            (Pacific Gas & Electric) 
            Series '88D AMT
   7,500    7/25/96                                3.50        7,500,000
            CALIFORNIA PCFA PCR
            (Pacific Gas & Electric) 
            Series '88D AMT
   5,395    7/25/96                                3.70        5,395,000


2


                                ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                             YIELD            VALUE
_______________________________________________________________________________
            IRVINE ASSESSMENT DISTRICT
            Series '85-7
$  5,000    7/09/96                                3.35%    $  5,000,000
            LONG BEACH
            (Harbor & Terminal 
            Project) AMT
   6,000    7/16/96                                3.30        6,000,000
            LOS ANGELES MTA
            Sales Tax Revenue Series A
   2,000    7/25/96                                3.50        2,000,000
            LOS ANGELES MTA
            Sales Tax Revenue Series A
   2,000    8/13/96                                3.55        2,000,000
            SACRAMENTO UTILITY 
            DISTRICT
            Series I
   2,637    7/30/96                                3.45        2,637,000
                                                              33,231,838
            PUERTO RICO-8.4%
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
   6,000    7/26/96                                3.55        6,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
$  6,000    8/16/96                                3.60%    $  6,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
   3,100    9/11/96                                3.65        3,100,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
  10,000    8/21/96                                3.70       10,000,000
                                                              25,100,000
            Total Commercial Paper
            (amortized cost 
            $58,331,724)                                      58,331,838
            TOTAL INVESTMENTS-104.1%
            (amortized cost 
            $309,928,925)                                    309,929,039
            Other assets less 
            liabilities-(4.1%)                               (12,066,598)
            NET ASSETS-100%
            (offering and redemption 
            price of$1.00 per share; 
            297,886,426 shares 
            outstanding)                                    $297,862,441

+  All securities either mature or their interest rate changes in one year or 
less.

*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:
AMT    Alternative Minimum Tax
GO     General Obligation
HFA    Housing Finance Agency/Authority
IDB    Industrial Development Board
IDR    Industrial Development Revenue
MFHR   Multi-Family Housing Revenue
MTA    Metropolitan Transportation Authority
PCFA   Pollution Control Financing Authority
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
RAN    Revenue Anticipation Note
TRAN   Tax & Revenue Anticipation Note
VRDN   Variable Rate Demand Note

See notes to financial statements.


3


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996        ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                         $10,770,529

EXPENSES
  Advisory fee (Note B)                              $1,419,915 
  Distribution assistance and 
    administrative service (Note C)                     900,410 
  Transfer agency (Note B)                              194,745 
  Custodian fees                                         80,352 
  Printing                                               27,473 
  Registration fees                                      17,273 
  Audit and legal fees                                   10,769 
  Trustees' fees                                          3,417 
  Miscellaneous                                          10,061 
  Total expenses                                      2,664,415 
  Less: fee waiver                                      (28,398) 
                                                                     2,636,017
  Net investment income                                              8,134,512

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized gain on investments                                       8,350
  Net change in unrealized appreciation of investments                  (6,990)
  Net gain on investments                                                1,360

NET INCREASE IN NET ASSETS FROM OPERATIONS                         $ 8,135,872

See notes to financial statements.


4


STATEMENTS OF CHANGES 
IN NET ASSETS                   ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

                                                   YEAR ENDED     YEAR ENDED
                                                  JUNE 30, 1996  JUNE 30, 1995
                                                  -------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM 
OPERATIONS
  Net investment income                            $  8,134,512   $  6,199,924
  Net realized gain (loss) on investments                 8,350        (12,411)
  Net change in unrealized appreciation of 
    investments                                          (6,990)         7,104
  Net increase in net assets from operations          8,135,872      6,194,617

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                              (8,134,512)    (6,199,924)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (Note E)                              61,381,700     16,811,556
  Total increase                                     61,383,060     16,806,249

NET ASSETS
  Beginning of year                                 236,479,381    219,673,132
  End of year                                      $297,862,441   $236,479,381

See notes to financial statements.


5


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                   ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio, Alliance 
Municipal Trust-New York Portfolio, Alliance Municipal Trust-California 
Portfolio (the "Portfolio"), Alliance Municipal Trust-Connecticut Portfolio, 
Alliance Municipal Trust-New Jersey Portfolio, Alliance Municipal 
Trust-Virginia Portfolio and Alliance Municipal Trust-Florida Portfolio. Each 
series is considered to be a separate entity for financial reporting and tax 
purposes. As a matter of fundamental policy, each Portfolio pursues its 
objectives by maintaining a portfolio of high-quality money market securities 
all of which, at the time of investment, have remaining maturities of 397 days 
or less. The following is a summary of significant accounting policies followed 
by the Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

3. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
year ended June 30, 1996 are exempt from federal income taxes. However, certain 
shareholders may be subject to the alternative minimum tax (AMT).

4. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its annual 
aggregate expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. The Adviser also voluntarily agreed to reimburse the Portfolio for 
the year ended June 30, 1996 for expenses exceeding .93 of 1% of its average 
daily net assets. No reimbursement was required for the year ended June 30, 
1996. The Portfolio compensates Alliance Fund Services, Inc. (a wholly-owned 
subsidiary of the Adviser) for providing personnel and facilities to perform 
transfer agency services for the Portfolio. Such compensation amounted to 
$144,803 for the year ended June 30, 1996.


6


                                ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25 of 1% of the Portfolio's average daily net assets.

The Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities. For the year ended June 30, 
1996, the distribution fee amounted to $709,958 of which $28,398 was waived. In 
addition, the Portfolio reimbursed certain broker-dealers for administrative 
costs incurred in connection with providing shareholder services, accounting, 
bookkeeping, legal and compliance support.

For the year ended June 30, 1996, such payments by the Portfolio amounted to 
$190,452 of which $95,500 was paid to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1996, the 
Portfolio had a capital loss carryforward of $24,099, of which $11,688 expires 
in the year 2002 and $12,411 expires in the year 2003.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $297,886,426. Transactions, all at $1.00 per 
share, were as follows:

                                                  YEAR ENDED        YEAR ENDED
                                                   JUNE 30,          JUNE 30,
                                                    1996              1995
                                              ---------------     -------------
Shares sold                                    1,207,086,940       865,677,866
Shares issued on reinvestments of dividends        8,134,512         6,199,924
Shares redeemed                               (1,153,839,752)     (855,066,234)
Net increase                                      61,381,700        16,811,556


7


NOTES TO FINANCIAL STATEMENTS 
(CONTINUED)                     ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each year.

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

INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .029           .027         .018         .020         .032

LESS: DISTRIBUTIONS
Dividends from net investment income           (.029)         (.027)       (.018)       (.020)       (.032)
Net asset value, end of year                   $1.00          $1.00        $1.00        $1.00        $1.00

TOTAL RETURNS
Total investment return based on net 
  asset value (a)                               2.91%          2.78%        1.83%        2.05%        3.26%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)     $297,862       $236,479     $219,673     $156,200     $121,317
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .93%           .93%         .93%         .93%         .95%
  Expenses, before waivers and 
    reimbursements                               .94%          1.01%        1.02%        1.02%        1.05%
  Net investment income (b)                     2.86%          2.75%        1.82%        2.01%        3.18%
</TABLE>

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

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


8


INDEPENDENT AUDITOR'S REPORT    ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
_______________________________________________________________________________

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS 
ALLIANCE MUNICIPAL TRUST - CALIFORNIA PORTFOLIO
We have audited the accompanying statement of net assets of the California 
Portfolio of Alliance Municipal Trust as of June 30, 1996 and the related 
statements of operations, changes in net assets, and financial highlights for 
the periods indicated in the accompanying financial statements. These financial 
statements and financial highlights are the responsibility of the Portfolio's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
California Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the periods indicated, in conformity with generally accepted 
accounting principles.


McGladrey & Pullen, LLP
New York, New York
July 26, 1996


9























































<PAGE>


PORTFOLIO OF INVESTMENTS
JUNE 30, 1996                  ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                      YIELD                   VALUE
_______________________________________________________________________________

            MUNICIPAL BONDS-83.3%
            CONNECTICUT-74.6%
            BRANFORD GO BAN
$   4,000   8/22/96                         3.28%             $4,000,219
            CONNECTICUT DEVELOPMENT 
            AUTHORITY
            (Bridgeport Hydraulic Co. 
            Project) 
            Series '95 AMT VRDN*
    1,000   4/01/35                         3.00               1,000,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY
            (Independent Living) 
            Series'90 VRDN*
    8,075   7/01/15                         3.35               8,075,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY
            (Rand Whitney Project) 
            Series '93 AMT VRDN*
    1,500   8/01/23                         3.10               1,500,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY
            Res. Rec.: (Exeter Energy 
            Project) 
            Series '89B 
            AMT VRDN*
    3,700   12/01/19                        3.45               3,700,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY IDR
            (International Ice Cream 
            Project) 
            Series '86 AMT VRDN*
    1,300   12/01/06                        3.95               1,300,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY IDR
            (Shelton Inn Ltd. Partnership) 
            Series '86 AMT VRDN*
    3,600   12/01/11                        3.80               3,600,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY IDR
            (Zotos International Project) 
            Series '84 VRDN*
    2,985   12/01/04                        3.90               2,985,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY PCR
            (Central Vermont Public 
            Service) Series '85 VRDN*
    1,000   12/01/15                        3.40               1,000,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY PCR
            (Connecticut Light and 
            Power Co.) 
            Series '93A VRDN*
$   2,800   9/01/28                         3.35%             $2,800,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY PCR
            (Connecticut Light and 
            Power Co.) 
            Series '93B AMT VRDN*
      800   9/01/28                         3.25                 800,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY PCR
            (Connecticut Light and 
            Power Co.) 
            Series '96A AMT VRDN*
      600   5/01/31                         3.25                 600,000
            CONNECTICUT DEVELOPMENT 
            AUTHORITY PCR
            (Western Mass. Elec. Co.) 
            Series '93A VRDN*
    3,100   9/01/28                         3.10               3,100,000
            CONNECTICUT GO
            Economic Recovery Note 
            Series '95
    1,000   12/15/96                        3.70               1,002,433
            CONNECTICUT HEFA
            (Pomfret School Issue) 
            Series '95A VRDN*
    1,000   7/01/24                         3.05               1,000,000
            CONNECTICUT SPECIAL 
            ASSESSMENT UNEMPLOYMENT 
            COMPENSATION
            Series '93C FGIC PPB*
    4,000   7/01/96                         3.90               4,000,000
            CONNECTICUT SPECIAL 
            ASSESSMENT UNEMPLOYMENT 
            COMPENSATION
            Series '93C FGIC PPB*
    5,000   7/01/97                         3.90               5,000,000
            CONNECTICUT SPECIAL 
            ASSESSMENT UNEMPLOYMENT 
            COMPENSATION
            Series A
    3,000   5/15/97                    3.80-3.88               3,008,716



1


PORTFOLIO OF INVESTMENTS (CONT.)
ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                      YIELD                   VALUE
_______________________________________________________________________________

            CONNECTICUT SPECIAL TAX 
            OBLIGATION
            Series '90-1 VRDN*
$   4,000   12/01/10                        3.20%             $4,000,000
            DANBURY BAN
    2,413   7/08/96                         3.48               2,413,100
            DANBURY GO BAN
    3,000   1/08/97                         3.47               3,007,800
            EAST LYME GO BAN
            Series '95
      900   7/30/96                         3.80                 900,138
            EAST LYME GO BOND
            Series '95 MBIA
      660   8/01/96                         3.65                 661,142
            FAIRFIELD GO BOND
            Series '96
      860   1/15/97                         3.45                 871,560
            MANCHESTER GO BAN
            Series '95
      724   7/11/96                         3.60                 724,006
            STAMFORD HFA MFHR
            (Morgan Street Project) 
            Series '94 AMT VRDN*
    1,600   8/01/24                         3.35               1,600,000
            STRATFORD BOND
            Series '93 FGIC
    2,000   11/01/96                        3.60               1,999,330
            WATERBURY GO BOND
            Series '93 FGIC
      300   4/15/97                         3.45                 301,721
            WEST HARTFORD GO BAN
            Series '96
    3,000   7/18/96                         3.30               3,000,039
            WESTPORT GO BAN
    3,500   10/17/96                        3.35               3,500,170
                                                              71,450,374
            DISTRICT OF COLUMBIA-3.2%
            DISTRICT OF COLUMBIA
            Series '92 A-2 VRDN*
    3,100   10/01/07                        3.80               3,100,000
            PUERTO RICO-5.5%
            PUERTO RICO HIGHWAY & 
            TRANSPORTATION AUTHORITY
            Series X VRDN*
$   4,100   7/01/99                         3.00%             $4,100,000
            PUERTO RICO INDUSTRIAL, 
            MEDICAL, HIGHER EDUCATION & 
            ENVIRONMENT
            (Ana G. Mendez Educ. 
            Foundation Feagm Proj.) 
            VRDN*
    1,200   12/01/15                        3.15               1,200,000
                                                               5,300,000
            Total Municipal Bonds
            (amortized cost $79,849,175)                      79,850,374
            COMMERCIAL PAPER-19.1%
            CONNECTICUT-8.6%
            CONNECTICUT HEFA
            (Yale University) Series L
    2,500   8/23/96                         3.55               2,500,000
            CONNECTICUT HEFA
            (Yale University) Series P
    1,350   8/13/96                         3.45               1,350,000
            CONNECTICUT MUNICIPAL 
            ELECTRIC ENERGY
            Cooperative Power Supply 
            Systems Rev. Series '95A
    2,000   7/12/96                         3.30               2,000,000
            CONNECTICUT MUNICIPAL 
            ELECTRIC ENERGY
            Cooperative Power Supply 
            Systems Rev. Series '95A
      500   8/15/96                         3.45                 500,000
            CONNECTICUT MUNICIPAL 
            ELECTRIC ENERGY
            Cooperative Power Supply 
            Systems Rev. Series '95A
      400   7/30/96                         3.50                 400,000
            CONNECTICUT MUNICIPAL 
            ELECTRIC ENERGY
            Cooperative Power Supply 
            Systems Rev. Series '95A
    1,500   7/25/96                         3.55               1,500,000
                                                               8,250,000


2


                               ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                      YIELD                   VALUE
_______________________________________________________________________________

            PUERTO RICO-10.5%
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
$   2,000   8/13/96                         3.50%             $2,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    1,000   7/26/96                         3.55               1,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    3,000   9/11/96                         3.65               3,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    2,000   8/21/96                         3.70               2,000,000
            PUERTO RICO INDUSTRIAL, 
            MEDICAL, HIGHER EDUCATION & 
            ENVIRONMENT
            (Inter-American Univ. of 
            Puerto Rico) Series '88
    2,000   7/12/96                         3.40               2,000,000
                                                              10,000,000

                                                                   VALUE
            Total Commercial Paper
            (amortized cost $18,250,000)                     $18,250,000
            TOTAL INVESTMENTS-102.4%
            (amortized cost $98,099,175)                      98,100,374
            Other assets less 
            liabilities-(2.4%)                                (2,287,903)
            NET ASSETS-100%
            (offering and redemption 
            price of $1.00 per share; 
            95,840,864 shares 
            outstanding)                                     $95,812,471

+  All securities either mature or their interest rate changes in one year or 
less.
*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:

AMT    Alternative Minimum Tax 
BAN    Bond Anticipation Note
FGIC   Financial Guaranty Insurance Company
GO     General Obligation
HEFA   Health & Educational Facility Authority
HFA    Housing Finance Agency/Authority
IDR    Industrial Development Revenue
MFHR   Multi-Family Housing Revenue
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
VRDN   Variable Rate Demand Note

See notes to financial statements.


3


STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 1996                  ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________

ASSETS
  Investments in securities, at value (cost $98,099,175)          $ 98,100,374
  Cash                                                                 360,834
  Receivable for investments sold                                    4,900,000
  Interest receivable                                                  550,046
  Receivable for capital stock sold                                      6,721
  Total assets                                                     103,917,975

LIABILITIES
  Payable for investments purchased                                  8,007,800
  Investment advisory fee payable                                       21,949
  Payable for capital stock redeemed                                    14,701
  Distribution fee payable                                              11,955
  Accrued expenses                                                      49,099
  Total liabilities                                                  8,105,504

NET ASSETS                                                        $ 95,812,471

COMPOSITION OF NET ASSETS
  Capital shares                                                  $ 95,840,864
  Accumulated net realized loss on investments                         (29,592)
  Net unrealized appreciation of investments                             1,199
                                                                  $ 95,812,471

See notes to financial statements.


4


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996       ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________
INVESTMENT INCOME
  Interest                                                          $3,096,150

EXPENSES
  Advisory fee (Note B)                                $425,285
  Distribution assistance and administrative 
    service (Note C)                                    336,585
  Transfer agency (Note B)                               80,248
  Custodian fees                                         65,730
  Printing                                               21,881
  Registration expense                                   21,191
  Audit and legal fees                                   17,435
  Trustees' fees                                          3,276
  Miscellaneous                                          10,128
  Total expenses                                        981,759
  Less: expense reimbursement and fee waiver           (301,303)
                                                                       680,456
  Net investment income                                              2,415,694

UNREALIZED GAIN ON INVESTMENTS
  Net change in unrealized appreciation of investments                   1,199

NET INCREASE IN NET ASSETS FROM OPERATIONS                          $2,416,893

See notes to financial statements.


5


STATEMENTS OF CHANGES 
IN NET ASSETS                  ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________
                                                    YEAR ENDED     YEAR ENDED
                                                  JUNE 30, 1996  JUNE 30, 1995
                                                  -------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                             $ 2,415,694    $ 1,813,183
  Net realized loss on investments                           -0-        (2,026)
  Net change in unrealized appreciation 
    of investments                                        1,199             -0-
  Net increase in net assets from operations          2,416,893      1,811,157

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                              (2,415,694)    (1,813,183)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (Note E)                              19,820,540     18,678,491
  Total increase                                     19,821,739     18,676,465

NET ASSETS
  Beginning of year                                  75,990,732     57,314,267
  End of year                                       $95,812,471    $75,990,732

See notes to financial statements.


6


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                  ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio, Alliance 
Municipal Trust-New York Portfolio, Alliance Municipal Trust-California 
Portfolio, Alliance Municipal Trust-Connecticut Portfolio (the "Portfolio"), 
Alliance Municipal Trust-New Jersey Portfolio, Alliance Muncipal Trust-Virginia 
Portfolio and Alliance Municipal Trust-Florida Portfolio. Each series is 
considered to be a separate entity for financial reporting and tax purposes. As 
a matter of fundamental policy, each Portfolio pursues its objectives by 
maintaining a portfolio of high-quality money market securities all of which, 
at the time of investment, have remaining maturities of 397 days or less. The 
following is a summary of significant accounting policies followed by the 
Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. TAXES 
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

3. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
year ended June 30, 1996 are exempt from federal income taxes. However, certain 
shareholders may be subject to the alternative minimum tax (AMT).

4. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its annual 
aggregate expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. The Adviser also voluntarily agreed to reimburse the Portfolio for 
the year ended June 30, 1996 for expenses exceeding .80 of 1% of its average 
daily net assets. For the year ended June 30, 1996, the reimbursement amounted 
to $216,246. The Portfolio compensates Alliance Fund Services, Inc. (a 
wholly-owned subsidiary of the Adviser) for providing personnel and facilities 
to perform transfer agency services for the Portfolio. Such compensation 
amounted to $45,853 for the year ended June 30, 1996.

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25 of 1% of the Portfolio's average daily net assets. The 
Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities. For the year ended June 30, 
1996, the distribution fee 


7


NOTES TO FINANCIAL STATEMENTS
(CONTINUED)                    ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________
amounted to $212,643 of which $85,057 was waived. In addition, the Portfolio 
reimbursed certain broker-dealers for administrative costs incurred in 
connection with providing shareholder services, accounting, bookkeeping, legal 
and compliance support. For the year ended June 30, 1996, such payments by the 
Portfolio amounted to $123,942 of which $92,500 was paid to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1996, the 
Portfolio had a capital loss carryforward of $29,592 of which $10,717 expires 
in the year 2000, $16,849 expires in the year 2002 and $2,026 expires in the 
year 2003.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $95,840,864. Transactions, all at $1.00 per 
share, were as follows:

                                                   YEAR ENDED      YEAR ENDED
                                                 JUNE 30, 1996   JUNE 30, 1995
                                                 -------------   -------------
Shares sold                                        358,252,167     243,757,597
Shares issued on reinvestments of dividends          2,415,694       1,813,183
Shares redeemed                                   (340,847,321)   (226,892,289)
Net increase                                        19,820,540      18,678,491

NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each year.
<TABLE>
<CAPTION>
                                                                     YEAR ENDED JUNE 30,
                                            -----------------------------------------------------------------
                                                1996           1995         1994         1993         1992
                                            -------------  -----------  -----------  -----------  -----------
<S>                                         <C>            <C>          <C>          <C>          <C>
Net asset value, beginning of year             $1.00          $1.00        $1.00        $1.00        $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .028           .028         .017         .020         .033
LESS: DISTRIBUTIONS
Dividends from net investment income           (.028)         (.028)       (.017)       (.020)       (.033)
Net asset value, end of year                   $1.00          $1.00        $1.00        $1.00        $1.00 
TOTAL RETURNS
Total investment return based on net 
  asset value (a)                               2.88%          2.78%        1.71%        2.00%        3.35%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted)      $95,812        $75,991      $57,314      $56,224      $54,751
Ratio to net assets of:
  Expenses, net of waivers and                   .80%           .80%         .77%         .70%         .58%
  Expenses, before waivers and
    reimbursements                              1.15%          1.21%        1.21%        1.16%        1.22%
  Net investment income (b)                     2.84%          2.77%        1.69%        1.97%        3.28%
</TABLE>

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

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


8


INDEPENDENT AUDITOR'S REPORT   ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO
_______________________________________________________________________________
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS 
ALLIANCE MUNICIPAL TRUST - CONNECTICUT PORTFOLIO

We have audited the accompanying statement of assets and liabilities, including 
the portfolio of investments, of the Connecticut Portfolio of Alliance 
Municipal Trust as of June 30, 1996 and the related statements of operations, 
changes in net assets, and financial highlights for the periods indicated in 
the accompanying financial statements. These financial statements and financial 
highlights are the responsibility of the Portfolio's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
Connecticut Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the periods indicated, in conformity with generally accepted 
accounting principles.

McGladrey & Pullen, LLP
New York, New York
July 26, 1996























































<PAGE>


STATEMENT OF NET ASSETS
JUNE 30, 1996
                                   ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)     SECURITY+                               YIELD           VALUE
_______________________________________________________________________________

           MUNICIPAL BONDS-74.9%
           FLORIDA-74.9%
           ALACHUA INDUSTRIAL 
           DEVELOPMENT
           (Sabine Inc. Project) 
           Series '95 AMT VRDN*
$ 2,365    9/01/15                                  3.50%    $ 2,365,000
           BROWARD COUNTY 
           GO BOND
           (Environmentally-
           Sensitive Land)
  1,000    7/01/96                                  3.63       1,000,000
           BROWARD COUNTY HFA 
           MFHR
           (Harbour Town Jacaranda 
           Proj.) Series '95B VRDN*
  1,400    12/01/25                                 3.60       1,400,000
           DADE COUNTY IDA
           (DNS Manufacturing 
           Project) 
           Series '89 AMT VRDN*
  3,475    11/01/09                                 3.60       3,475,000
           DADE COUNTY IDA
           (Dolphins Stadium 
           Project) 
           Series A VRDN*
  2,000    1/01/16                                  3.35       2,000,000
           DADE COUNTY IDB
           (All Interior Supply Inc.) 
           AMT VRDN*
    650    12/01/06                                 3.85         650,000
           DADE COUNTY IDB
           (Arlington Sales Project) 
           AMT VRDN*
  1,250    6/01/08                                  3.85       1,250,000
           DADE COUNTY IDB
           (Bentley's Luggage Corp.) 
           AMT VRDN*
  1,000    12/01/06                                 3.85       1,000,000
           DADE COUNTY IDB
           (L. Luria & Sons, Inc.) 
           AMT VRDN*
  1,000    12/01/01                                 3.85       1,000,000
           DADE COUNTY IDB
           (Pot Company Inc.) 
           AMT VRDN*
    600    12/01/06                                 3.85         600,000
           ESCAMBIA COUNTY SFMR
           (Multi County Program) 
           Series B AMT PPB*
$ 3,850    4/01/97                                  3.65%    $ 3,850,000
           FLORIDA HFA MFHR
           (Ashley Lake II) 
           Series J VRDN*
    200    12/01/11                                 3.55         200,000
           FLORIDA HFA MFHR
           (Banyan Bay Apts.) 
           Series '95L VRDN*
  5,275    12/01/25                                 3.55       5,275,000
           FLORIDA HFA MFHR
           (EEE-Carlton Arms II) 
           VRDN*
    500    12/01/08                                 3.15         500,000
           FLORIDA HFA MFHR
           (Parrots Landing Project) 
           Series '85 VRDN*
  3,500    6/15/25                                  3.30       3,500,000
           FLORIDA HFA MFHR
           (Sunpointe Cove Project) 
           VRDN*
  2,500    6/15/25                                  3.30       2,500,000
           FLORIDA HFA MFHR
           (Village Place Project) 
           Series '85 VRDN*
    900    11/01/07                                 3.50         900,000
           FLORIDA STATE BOARD OF 
           EDUCATION
           (Dept. of Natural 
           Resources Preservation) 
           AMBAC
  1,000    7/01/96                                  3.72       1,000,000
           HOMESTEAD INSURANCE 
           ASSESSMENT REVENUE
           MBIA
  1,175    9/01/96                                  3.25       1,176,858
           JACKSONVILLE HOSPITAL 
           REVENUE
           (University Medical 
           Center Proj.) 
           Series '89 VRDN*
    600    2/01/19                                  3.50         600,000


1


STATEMENT OF NET ASSETS (CONTINUED)
                                   ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)     SECURITY+                               YIELD           VALUE
_______________________________________________________________________________

           JACKSONVILLE IDR
           (Columbia Paving Inc.) 
           AMT VRDN*
$   700    9/01/07                                  3.85%    $   700,000
           JACKSONVILLE IDR
           (University of Florida 
           Health Science Center) 
           Series '89 VRDN*
    900    7/01/19                                  3.70         900,000
           LADY LAKE CAPITAL 
           IMPROVEMENT BOND
           AMBAC
    425    10/01/96                                 3.90         425,000
           LEE COUNTY COP
           (Master Lease Project) 
           MBIA
    775    10/01/96                                 3.60         775,000
           MANATEE COUNTY SCHOOL 
           BOARD COP
           Master Lease Program 
           Series '96 MBIA
  1,000    7/01/97                                  3.95       1,002,840
           MANATEE COUNTY SCHOOL 
           DISTRICT
           Sales Tax Revenue-
           AMBAC
  1,500    8/01/96                                  3.55       1,500,000
           MARION COUNTY HFA 
           MFHR
           (Paddock Place Project) 
           Series '85F VRDN*
  2,000    12/01/07                                 3.60       2,000,000
           MARION COUNTY HFA 
           MFHR
           (Summer Trace Project) 
           Series '85D VRDN*
  2,500    12/01/07                                 3.60       2,500,000
           MARTIN COUNTY 
           SOLID WASTE
           (Florida Power & Light) 
           Series '93 AMT VRDN*
    350    1/01/27                                  3.80         350,000
           ORANGE COUNTY HFA 
           MFHR
           (Sundown Assoc. II) 
           Series B VRDN*
$   900    6/01/04                                  3.60%       $900,000
           ORANGE COUNTY 
           HFA SFMR
           Series '96B AMT PPB*
  2,500    4/01/97                                  3.65       2,500,000
           ORANGE COUNTY SCHOOL 
           DISTRICT TAN
           Series '95
    600    10/16/96                                 3.80         601,182
           PINELLAS COUNTY HEALTH 
           FACILITIES AUTHORITY
           (Mease Manor, Inc.) 
           Series '95 VRDN*
  4,300    11/01/15                                 3.55       4,300,000
           PINELLAS COUNTY HFA 
           MFHR
           (Foxbridge Apt. Project) 
           Series '95A VRDN*
  2,400    6/15/25                                  3.30       2,400,000
           PINELLAS COUNTY MFHR
           (Multi County Program) 
           Series B AMT PPB*
  4,500    3/01/97                                  3.40       4,500,000
           PINELLAS COUNTY WATER 
           REVENUE
           AMBAC
  1,000    10/01/96                                 3.75       1,001,829
           POLK COUNTY IDR
           (Protel Inc.) AMT VRDN*
    450    9/01/07                                  3.85         450,000
           ST. LUCIE PCR
           (Florida Power & Light) 
           Series '93 AMT VRDN*
  2,600    1/01/27                                  3.80       2,600,000
           ST. LUCIE SCHOOL DISTRICT
           Series A
    500    2/01/97                                  3.50         500,854


2


                                   ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)     SECURITY+                               YIELD           VALUE
_______________________________________________________________________________

           WAUCHULA IDR
           (Hardee County Center 
           Project) VRDN*
$ 4,150    12/01/13                                 3.55%    $ 4,150,000
           Total Municipal Bonds
           (amortized 
           cost $68,298,563)                                  68,298,563
           COMMERCIAL PAPER-26.0%
           FLORIDA-22.2%
           ALACHUA COUNTY HEALTH 
           FACILITIES AUTHORITY
           (Academic Research 
           Building Proj.)
  1,050    8/19/96                                  3.75       1,050,000
           FLORIDA LOCAL 
           GOVERNMENT COMM.
           (Assoc. of Counties)
  1,000    8/20/96                                  3.50       1,000,000
           FLORIDA MUNICIPAL 
           POWER AGENCY
           Series A
  3,605    8/22/96                                  3.40       3,605,000
           HILLSBOROUGH COUNTY
           (Tampa Intl. Airport) 
           Series '94 AMT
  2,600    8/16/96                                  3.70       2,600,000
           HILLSBOROUGH COUNTY
           (Tampa Intl. Airport) 
           Series '94 AMT
  2,200    8/23/96                                  3.70       2,200,000
           JACKSONVILLE POLLUTION 
           CONTROL
           (Florida Power & Light) 
           Series '92
    440    7/08/96                                  3.55         440,000
           JACKSONVILLE POLLUTION 
           CONTROL
           (Florida Power & Light) 
           Series '94
    500    7/08/96                                  3.55         500,000
           SARASOTA HOSPITAL 
           REVENUE
           (Sarasota Memorial 
           Hospital) Series A
$ 2,000    8/08/96                                  3.80%    $ 2,000,000
           SARASOTA HOSPITAL 
           REVENUE
           (Sarasota Memorial 
           Hospital) Series C
    550    7/26/96                                  3.55         550,000
           SARASOTA HOSPITAL 
           REVENUE
           (Sarasota Memorial 
           Hospital) Series C
    800    7/22/96                                  3.80         800,000
           SUNSHINE STATE 
           GOVERNMENT 
           FINANCE AGENCY
           Series '86
  1,000    7/12/96                                  3.50       1,000,000
           SUNSHINE STATE 
           GOVERNMENT 
           FINANCE AGENCY
           Series '86
    700    7/12/96                                  3.55         700,000
           WEST ORANGE MEMORIAL 
           HOSPITAL
           Tax Revenue Bonds 
           Series 1991A-1
  1,000    7/26/96                                  3.65       1,000,000
           WEST ORANGE MEMORIAL 
           HOSPITAL
           Tax Revenue Bonds 
           Series 1991A-2
    600    7/11/96                                  3.60         600,000
           WEST ORANGE MEMORIAL 
           HOSPITAL
           Tax Revenue Bonds 
           Series 1991A-2
  1,150    7/26/96                                  3.65       1,150,000


3


STATEMENT OF NET ASSETS (CONTINUED)
                                   ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)     SECURITY+                               YIELD           VALUE
_______________________________________________________________________________

           WEST ORANGE MEMORIAL 
           HOSPITAL
           Tax Revenue Bonds 
           Series 1991A-2
$ 1,050    8/14/96                                  3.65%    $ 1,050,000
                                                              20,245,000
           PUERTO RICO-3.8%
           PUERTO RICO GOVERNMENT 
           DEVELOPMENT BANK
  3,500    8/21/96                                  3.70       3,500,000
           Total Commercial Paper
           (amortized 
           cost $23,745,000)                                  23,745,000
           TOTAL INVESTMENTS-100.9%
           (amortized 
           cost $92,043,563)                                 $92,043,563
           Other assets less 
           liabilities-(0.9%)                                   (864,178)
           NET ASSETS-100%
           (offering and redemption 
           price of $1.00 per share; 
           91,181,362 shares 
           outstanding)                                      $91,179,385

+  All securities either mature or their interest rate changes in one year or 
less.

*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:
AMBAC  American Municipal Bond Assurance Corporation
AMT    Alternative Minimum Tax
COP    Certificate of Participation
GO     General Obligation
HFA    Housing Finance Agency/Authority
IDA    Industrial Development Authority
IDB    Industrial Development Board
IDR    Industrial Development Revenue
MBIA   Municipal Bond Investors Assurance
MFHR   Multi-Family Housing Revenue
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
SFMR   Single Family Mortgage Revenue
TAN    Tax Anticipation Note
VRDN   Variable Rate Demand Note

See notes to financial statements.


4


STATEMENT OF OPERATIONS
JULY 28, 1995* TO JUNE 30, 1996    ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                          $2,130,586

EXPENSES
  Advisory fee (Note B)                               $ 288,369
  Distribution assistance and administrative 
    service (Note C)                                    242,654
  Custodian fees                                         62,397
  Registration fees                                      34,142
  Transfer agency (Note B)                               31,058
  Audit and legal fees                                   22,791
  Printing                                               19,044
  Amortization of organizational expense                  4,021
  Trustees fees                                           3,430
  Miscellaneous                                           4,388
  Total expenses                                        712,294
  Less: expense reimbursement and fee waiver           (380,221)
                                                                       332,073
  Net investment income                                              1,798,513

REALIZED LOSS ON INVESTMENTS
  Net realized loss on investments                                      (1,977)

NET INCREASE IN NET ASSETS FROM OPERATIONS                          $1,796,536

*  Commencement of operations

See notes to financial statements.


5


STATEMENT OF CHANGES IN NET ASSETS
ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

                                                                 JULY 28, 1995*
                                                                       TO
                                                                 JUNE 30, 1996
                                                                 --------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                                            $ 1,798,513
  Net realized loss on investments                                      (1,977)
  Net increase in net assets from operations                         1,796,536
 
DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                                             (1,798,513)
 
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (Note E)                                             91,181,362
  Total increase                                                    91,179,385
 
NET ASSETS
  Beginning of period                                                       -0-
  End of period                                                    $91,179,385

*  Commencement of operations

See notes to financial statements.


6


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                      ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio, Alliance 
Municipal Trust-New York Portfolio, Alliance Municipal Trust-California 
Portfolio, Alliance Municipal Trust-Connecticut Portfolio, Alliance Municipal 
Trust-New Jersey Portfolio, Alliance Municipal Trust-Virginia Portfolio and 
Alliance Municipal Trust-Florida Portfolio (the "Portfolio"). Each series is 
considered to be a separate entity for financial reporting and tax purposes. As 
a matter of fundamental policy, each Portfolio pursues its objectives by 
maintaining a portfolio of high-quality money market securities all of which, 
at the time of investment, have remaining maturities of 397 days or less. The 
following is a summary of significant accounting policies followed by the 
Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. ORGANIZATION EXPENSES
The organization expenses of the Portfolio are being amortized against income 
on a straight-line basis through July, 2000.

3. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

4. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
period ended June 30, 1996, are exempt from federal income taxes. However, 
certain shareholders may be subject to the alternative minimum tax (AMT).

5. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its annual 
aggregate expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. The Adviser also voluntarily agreed to reimburse the Portfolio for 
all expenses from July 28, 1995 (commencement of operations) to September 10, 
1995, from September 11, 1995 to October 22, 1995 for expenses exceeding .20 of 
1% of its average daily net assets, from October 23, 1995 to  January 2, 1996 
for expenses exceeding .40 of 1% of its average daily net assets, from January 
3, 1996 to March 3, 1996 for expenses exceeding .60 of 1% of its average daily 
net assets and from March 4, 1996 to June 30, 1996 for expenses exceeding .65 
of 1% of its average daily net assets. For the period ended June 30, 1996, the 
reimbursement amounted to $322,547. The Portfolio compensates Alliance Fund 
Services, Inc. (a wholly-owned subsidiary of the Adviser) for providing 
personnel and facilities to perform transfer agency services for the Portfolio. 
Such compensation amounted to $18,539 for the period ended June 30, 1996.


7


NOTES TO FINANCIAL STATEMENTS (CONT.)
ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25% of 1% of the Portfolio's average daily net assets. 

The Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities.

For the period ended June 30, 1996, the distribution fee amounted to $144,185 
of which $57,674 was waived. In addition, the Portfolio reimbursed certain 
broker-dealers for administrative costs incurred in connection with providing 
shareholder services, accounting, bookkeeping, legal and compliance support. 
For the period ended June 30, 1996, such payments by the Portfolio amounted to 
$98,469 of which $46,000 was paid to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes.  At June 30, 1996 the 
Portfolio had a capital loss carryforward of $1,977 which expires in the year 
2004.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $91,181,362. Transactions, all at $1.00 per 
share, were as follows:

                                                               JULY 28, 1995(A)
                                                                   THROUGH
                                                               JUNE 30, 1996
                                                               ----------------
Shares sold                                                       355,151,881
Shares issued on reinvestments of dividends                         1,798,513
Shares redeemed                                                  (265,769,032)
Net increase                                                       91,181,362

(a)  Commencement of operations.


8


                                   ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout the period.

                                                                       JULY 28,
                                                                       1995(A)
                                                                       THROUGH
                                                                       JUNE 30,
                                                                         1996
                                                                      ---------
Net asset value, beginning of period                                     $1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                                                     .030

LESS DISTRIBUTIONS
Dividends from net investment income                                     (.030)
Net asset value, end of period                                           $1.00
Total investment return based on net asset value (b)(c)                   3.32%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                              $91,179
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements (c)                          .58%
  Expenses, before waivers and reimbursements (c)                         1.24%
  Net investment income (c)(d)                                            3.12%

(a)  Commencement of operations.

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

(c)  Annualized.

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


9


INDEPENDENT AUDITOR'S REPORT       ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
_______________________________________________________________________________

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS 
ALLIANCE MUNICIPAL TRUST - FLORIDA PORTFOLIO
We have audited the accompanying statement of net assets of the Florida 
Portfolio of Alliance Municipal Trust as of June 30, 1996 and the related 
statements of operations, changes in net assets, and financial highlights for 
the period indicated in the accompanying financial statements. These financial 
statements and financial highlights are the responsibility of the Portfolio's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audit provides a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
Florida Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the period indicated, in conformity with generally accepted 
accounting principles.

McGladrey & Pullen, LLP
New York, New York
July 26, 1996


10























































<PAGE>


STATEMENT OF NET ASSETS
JUNE 30, 1996                   ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                      YIELD                   VALUE
_______________________________________________________________________________

            MUNICIPAL BONDS-76.1%
            NEW JERSEY-71.6%
            CAMDEN COUNTY MUNICIPAL 
            UTILITY AUTHORITY
            Sewer Revenue FGIC
$   1,000   7/15/96                         3.66%            $ 1,000,113
            ESSEX COUNTY 
            IMPROVEMENT AUTHORITY
            (County Asset Sale Proj.) 
            Series '95 VRDN*
    3,500   12/01/25                        3.20               3,500,000
            FORT LEE
            Refunding Notes
    2,670   5/23/97                         3.70               2,682,758
            FORT LEE
            Refunding Notes
      620   5/23/97                         3.75                 622,399
            FREEHOLD TOWNSHIP 
            GO BOND
            FGIC
      550   9/01/96                         3.85                 550,723
            GLOUCESTER COUNTY 
            BOND
    1,500   9/01/96                         3.90               1,499,488
            GLOUCESTER COUNTY 
            BOND
            Series '95 MBIA
      190   11/01/96                        3.82                 190,699
            GLOUCESTER COUNTY PCR
            (Mobil Oil Co.) VRDN*
    2,000   12/01/03                        3.00               2,000,000
            HACKENSACK BAN
    2,958   12/19/96                        3.50               2,961,331
            HUDSON COUNTY UTILITY 
            SYSTEMS AUTHORITY
            Pre-Refunded
    1,960   7/01/96                         3.25               1,960,000
            JERSEY CITY
            School Promissory Note
    2,000   3/07/97                         3.55               2,002,595
            JERSEY CITY BAN
    1,500   9/27/96                         3.90               1,502,948
            JERSEY CITY BAN
    1,500   9/27/96                         3.90               1,500,345
            MIDDLESEX COUNTY 
            BOND
            Pre-Refunded
    2,250   7/15/96                         3.80               2,297,287
            MORRIS COUNTY BOND
            County College 
            Series '95
$   1,000   7/15/96                         3.62%            $ 1,000,699
            MORRIS COUNTY BOND
            General Improvement 
            Series '95
    1,226   7/15/96                         3.62               1,226,856
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Epitaxx, Inc.) 
            Series '91 AMT VRDN*
    4,500   8/01/16                         3.55               4,500,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Hillcrest Health Services) 
            Series '95 VRDN*
    4,000   1/01/22                         3.15               4,000,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Kinder-Care Learning 
            Centers) Series D VRDN*
      390   10/01/00                        3.70                 390,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            Composite Issue '92 Series 
            U AMT VRDN*
    2,140   12/01/02                        3.35               2,140,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY 
            IDR
            (Economic Growth) 
            Series B AMT VRDN*
    1,600   8/01/04                         3.25               1,600,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY 
            IDR
            (STP Company Project) 
            Series '92 VRDN*
    2,885   7/01/06                         3.20               2,884,999
            NEW JERSEY EDUCATIONAL 
            FACILITIES AUTHORITY
            Higher Education 
            Equipment Leasing 
            Fund A MBIA
      750   9/01/96                         5.00                 751,675
            NEW JERSEY HFA SFMR
            Eagle Trust (Home Owner 
            Mtg.) Series C-D MBIA 
            VRDN*
    4,100   10/01/15                        3.44               4,100,000


1



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________


 PRINCIPAL
 AMOUNT
 (000)     SECURITY+                      YIELD                   VALUE
_______________________________________________________________________________

            NEWARK HEALTHCARE 
            FACILITY REVENUE
            (Urban Renewal Corp. 
            Care Fac.) Series A VRDN*
$   3,015   6/01/30                         3.65%            $ 3,015,000
            NORTH BERGEN TOWNSHIP 
            BOARD OF EDUCATION
            Promissory Note
    4,000   3/14/97                         3.30               4,005,429
            PORT AUTHORITY OF NEW 
            YORK AND NEW JERSEY
            (Versatile Structure) 
            Series 1 AMT VRDN*
    5,400   8/01/28                         3.70               5,400,000
            PORT AUTHORITY OF NEW 
            YORK AND NEW JERSEY
            (Versatile Structure) 
            Series 3 VRDN*
    4,000   6/01/20                         3.55               4,000,000
            SALEM COUNTY PCR
            (Dupont Corp.) 
            Series '82A VRDN*
    2,100   3/01/12                         3.65               2,100,000
            SOMERS POINT BOARD OF 
            EDUCATION
            FSA
      450   3/01/97                         3.35                 453,939
            UNION CITY GO FSA
      225   7/15/96                         3.65                 225,090
            VOORHEES TOWNSHIP 
            WATER & SEWER BOND
            MBIA
      300   10/15/96                        4.85                 300,833
            WEST DEPTFORD 
            TOWNSHIP GO
            Series '96
      900   3/01/97                         3.50                 900,000
            WOODBRIDGE TOWNSHIP 
            BAN
    1,000   7/03/96                         3.75                 999,993
            WOODBRIDGE TOWNSHIP 
            BAN
    2,000   7/03/96                         3.77               1,999,979
                                                              70,265,178
            PUERTO RICO-4.5%
            PUERTO RICO HIGHWAY & 
            TRANSPORTATION AUTHORITY
            Series X VRDN*
    2,500   7/01/99                         3.00               2,500,000
            PUERTO RICO INDUSTRIAL, 
            MEDICAL & 
            ENVIRONMENTAL PCR
            (Key Pharmaceuticals) 
            PPB*
$   1,900   12/01/96                        3.80%            $ 1,900,757
                                                               4,400,757
            Total Municipal Bonds
            (amortized cost 
            $74,662,630)                                      74,665,935
            COMMERCIAL PAPER-20.5%
            NEW JERSEY-16.4%
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Chambers Cogeneration ) 
            Series '91 AMT
    1,000   7/12/96                         3.40               1,000,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Chambers Cogeneration ) 
            Series '91 AMT
    1,000   9/10/96                         3.40               1,000,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Chambers Cogeneration ) 
            Series '91 AMT
    1,500   10/23/96                        3.55               1,500,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Logan-1992 Project) 
            AMT
    1,500   7/19/96                         3.30               1,500,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Logan-1992 Project) 
            AMT
      500   7/26/96                         3.30                 500,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Logan-1992 Project) 
            AMT
    2,000   7/12/96                         3.35               2,000,000
            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Logan-1992 Project) 
            AMT
    2,000   9/10/96                         3.40               2,000,000


2


                                ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________

 PRINCIPAL
 AMOUNT
 (000)     SECURITY+                      YIELD                   VALUE
_______________________________________________________________________________

            NEW JERSEY ECONOMIC 
            DEVELOPMENT AUTHORITY
            (Logan-1992 Project) 
            AMT
$   2,000   10/24/96                        3.60%            $ 2,000,000
            PORT AUTHORITY OF NEW 
            YORK AND NEW JERSEY 
            AMT
    4,550   7/10/96                         3.20               4,550,000
                                                              16,050,000
            PUERTO RICO-4.1%
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    1,000   7/26/96                         3.55               1,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    2,000   8/16/96                         3.60               2,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
$   1,000   8/21/96                         3.70%            $ 1,000,000
                                                               4,000,000
            Total Commercial Paper
            (amortized cost 
            $20,050,000)                                      20,050,000
            TOTAL INVESTMENTS-96.6%
            (amortized cost $94,712,630)                      94,715,935
            Other assets 
            less liabilities-3.4%                              3,382,358
            NET ASSETS-100%
            (offering and redemption 
            price of $1.00 per share; 
            98,096,271 shares 
            outstanding)                                     $98,098,293

+  All securities either mature or their interest rate changes in one year or 
less.

*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:

AMT    Alternative Minimum Tax
BAN    Bond Anticipation Note
FGIC   Financial Guaranty Insurance Company
FSA    Financial Security Assurance
GO     New Jersey Obligation
HFA    Housing Finance Agency/Authority
IDR    Industrial Development Revenue
MBIA   Municipal Bond Investors Assurance
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
SFMR   Single Family Mortgage Revenue
VRDN   Variable Rate Demand Note

See notes to financial statements.


3


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996        ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________
INVESTMENT INCOME
  Interest                                                          $3,300,284

EXPENSES
  Advisory fee (Note B)                              $  451,214
  Distribution assistance and administrative 
    service (Note C)                                    328,198
  Transfer agency (Note B)                              148,119
  Custodian fees                                         66,870
  Printing                                               27,282
  Registration fees                                      18,161
  Audit and legal fees                                   16,660
  Trustees' fees                                          2,846
  Amortization of organization expense                    2,031
  Miscellaneous                                          11,225
  Total expenses                                      1,072,606
  Less: expense reimbursement and fee waiver           (334,601)
                                                                       738,005
  Net investment income                                              2,562,279

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on investments                                         (32)
  Net change in unrealized appreciation
    of investments                                                       3,305
  Net gain on investments                                                3,273

NET INCREASE IN NET ASSETS FROM OPERATIONS                          $2,565,552

See notes to financial statements.


4


STATEMENTS OF CHANGES
IN NET ASSETS                   ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________
                                                    YEAR ENDED     YEAR ENDED
                                                  JUNE 30, 1996   JUNE 30,1995
                                                  -------------   ------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                             $ 2,562,279    $ 1,736,484
  Net realized loss on investments                          (32)        (1,251)
  Net change in unrealized appreciation 
    of investments                                        3,305             -0-
  Net increase in net assets from operations          2,565,552      1,735,233

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                              (2,562,279)    (1,736,484)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (Note E)                              23,962,316     37,225,371
  Total increase                                     23,965,589     37,224,120

NET ASSETS
  Beginning of year                                  74,132,704     36,908,584
  End of year                                       $98,098,293    $74,132,704

See notes to financial statements.


5


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                   ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio, Alliance 
Municipal Trust-New York Portfolio, Alliance Municipal Trust-California 
Portfolio, Alliance Municipal Trust-Connecticut Portfolio, Alliance Municipal 
Trust-New Jersey Portfolio (the "Portfolio"), Alliance Municipal Trust-Virginia 
Portfolio and Alliance Municipal Trust-Florida Portfolio. Each series is 
considered to be a separate entity for financial reporting and tax purposes. As 
a matter of fundamental policy, each Portfolio pursues its objectives by 
maintaining a portfolio of high-quality money market securities all of which, 
at the time of investment, have remaining maturities of 397 days or less. The 
following is a summary of significant accounting policies followed by the 
Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. ORGANIZATION EXPENSES
The organization expenses of the Portfolio are being amortized against income 
on a straight-line basis through February 7, 1999.

3. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

4. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
year ended June 30, 1996, are exempt from federal income taxes. However, 
certain shareholders may be subject to the alternative minimum tax (AMT).

5. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its annual 
aggregate expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. The Adviser also voluntarily agreed to reimburse the Portfolio 
from July 1, 1995 to March 3, 1996 for expenses exceeding .80 of 1% of its 
average daily net assets and from March 4, 1996 to June 30, 1996 for expenses 
exceeding .85 of 1% of its average daily net assets. For the year ended June 
30, 1996, the reimbursement amounted to $244,358. The Portfolio compensates 
Alliance Fund Services, Inc. (a wholly-owned subsidiary of the Adviser) for 
providing personnel and facilities to perform transfer agency services for the 
Portfolio. Such compensation amounted to $90,636 for the year ended June 30, 
1996.


6


                                ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________
NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25% of 1% of the Portfolio's average daily net assets.

The Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities. 

For the year ended June 30, 1996, the distribution fee amounted to $225,607 of 
which $90,243 was waived. In addition, the Portfolio reimbursed certain 
broker-dealers for administrative costs incurred in connection with providing 
shareholder services, accounting, bookkeeping, legal and compliance support. 
For the year ended June 30, 1996, such payments by the Portfolio amounted to 
$102,591 of which $92,500 was paid to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1996 the 
Portfolio had a capital loss carryforward of $1,283, of which $1,251 expires in 
2003 and $32 expires in 2004.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $98,096,271. Transactions, all at $1.00 per 
share, were as follows:

                                                    YEAR ENDED      YEAR ENDED
                                                     JUNE 30,        JUNE 30,
                                                       1996            1995
                                                   -----------      ----------
Shares sold                                        392,300,834     365,818,445
Shares issued on reinvestments of dividends          2,562,279       1,736,484
Shares redeemed                                   (370,900,797)   (330,329,558)
Net increase                                        23,962,316      37,225,371


7


NOTES TO FINANCIAL STATEMENTS 
(CONTINUED)                     ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________
NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each period.

                                                                     FEB. 7,
                                                                     1994(A)
                                              YEAR ENDED JUNE 30,   THROUGH
                                             --------------------    JUNE 30,
                                                1996        1995      1994
                                               ------      ------   --------
Net asset value, beginning of period           $1.00       $1.00     $1.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .028        .029      .008
LESS DISTRIBUTIONS
Dividends from net investment income           (.028)      (.029)    (.008)
Net asset value, end of period                 $1.00       $1.00     $1.00
TOTAL RETURNS
Total investment return based on net 
  asset value (b)                               2.89%       2.93%     2.08%(c)
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $98,098     $74,133   $36,909
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .82%        .74%      .70%(c)
  Expenses, before waivers and 
    reimbursements                              1.19%       1.29%     1.93%(c)
Net investment income (d)                       2.84%       2.98%     2.07%(c)

(a)  Commencement of operations.

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

(c)  Annualized.

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


8


INDEPENDENT AUDITOR'S REPORT    ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
_______________________________________________________________________________
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS 
ALLIANCE MUNICIPAL TRUST - NEW JERSEY PORTFOLIO
We have audited the accompanying statement of net assets of the New Jersey 
Portfolio of Alliance Municipal Trust as of June 30, 1996 and the related 
statements of operations, changes in net assets, and financial highlights for 
the periods indicated in the accompanying financial statements. These financial 
statements and financial highlights are the responsibility of the Portfolio's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
New Jersey Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the periods indicated, in conformity with generally accepted 
accounting principles.

McGladrey & Pullen, LLP
New York, New York
July 26, 1996
























































<PAGE>


STATEMENT OF NET ASSETS
JUNE 30, 1996                     ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           MUNICIPAL BONDS-67.9%
           NEW YORK-67.9%
           BROOME COUNTY GO
           Series '96
$  3,090   4/18/97                                 3.69%     $ 3,100,322
           DUTCHESS COUNTY IDR
           (Toys 'R' Us/NYTEX) Series '84 VRDN*
   1,000   11/01/19                                3.43        1,000,000
           ERIE COUNTY RAN
           Series '95
   7,500   9/20/96                                 3.85        7,510,386
           FRANKLIN COUNTY IDR
           (KES Chateaugay L.P.) 
           Series '91A AMT VRDN*
  14,900   7/01/21                                 3.40       14,900,000
           HEMPSTEAD BAN
           Series '96A
   5,100   2/28/97                                 3.50        5,099,824
           ISLIP IDA
           (Radiation Dynamics) 
           Series '88A AMT VRDN*
   6,000   1/01/09                                 3.83        6,000,000
           NEW YORK CITY GO
           Series '95F-3 VRDN*
  11,400   2/15/13                                 3.45       11,400,000
           NEW YORK CITY GO
           Series '95F-5 VRDN*
   4,500   2/15/16                                 3.40        4,500,000
           NEW YORK CITY GO
           Series '95F-6 VRDN*
   7,300   2/15/18                                 3.45        7,300,000
           NEW YORK CITY HOUSING 
           DEVELOPMENT CORP. MFHR
           (400 West 59th Street Dev.) 
           Series A-1 AMT VRDN*
  16,000   11/01/30                                3.35       16,000,000
           NEW YORK CITY HOUSING 
           DEVELOPMENT CORP. MFHR
           (East 96th Street Project) VRDN*
   4,300   8/01/15                                 3.30        4,300,000
           NEW YORK CITY HOUSING 
           DEVELOPMENT CORP. MFHR
           (Queenswood Apts. Project) 
           Series '89A VRDN*
   3,700   2/01/17                                 3.40        3,700,000
           NEW YORK CITY IDA
           (Brooklyn Navy Yard Project) 
           Series '95A AMT VRDN*
  15,900   7/01/29                                 3.50%      15,900,000
           NEW YORK CITY IDA
           (Japan Airlines Co.) 
           Series '91 AMT VRDN*
   5,500   11/01/15                                3.65        5,500,000
           NEW YORK CITY IDA
           (Nippon Cargo Air Project) 
           Series '92 AMT VRDN*
  18,000   11/01/15                                4.30       18,000,000
           NEW YORK CITY IDA
           (Stroheim & Romann Inc.) 
           Series '85 VRDN*
   1,500   12/01/15                                3.20        1,500,000
           NEW YORK STATE ERDA PCR
           (Long Island Lighting Co.) 
           Series A PPB*
   4,800   3/01/97                                 3.25        4,798,616
           NEW YORK STATE ERDA PCR
           (Long Island Lighting Co.) 
           Series B PPB*
  10,000   3/01/97                                 3.25       10,000,000
           NEW YORK STATE ERDA PCR
           (New York State Electric & Gas) 
           Series '85 PPB*
  10,000   3/15/97                                 3.30       10,000,000
           NEW YORK STATE ERDA PCR
           (Rochester Gas & Electric) 
           Series '84 VRDN*
   2,000   10/01/14                                3.45        2,000,000
           NEW YORK STATE ERDA UTIL. REV.
           (Rochester Gas & Electric) 
           Series '85 PPB*
   5,000   11/15/96                                3.75        5,000,000
           NEW YORK STATE HFA
           Pre-Refunded
   3,015   11/01/96                                3.60        3,057,501


1



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           NEW YORK STATE HFA MFHR
           (Normandie Court II) 
           Series '87A AMT VRDN*
$ 10,800   11/01/02                                3.30%     $10,800,000
           NEW YORK STATE JOB DEV. AUTHORITY
           Series '86A-1 AMT VRDN*
   1,995   3/01/00                                 3.86        1,995,000
           NEW YORK STATE JOB DEV. AUTHORITY
           Series '86C-1 AMT VRDN*
     835   3/01/00                                 3.86          835,000
           NEW YORK STATE LOCAL 
           GOVERNMENT ASSIST. CORP.
           Series '95C VRDN*
   1,100   4/01/25                                 3.05        1,100,000
           NEW YORK STATE LOCAL 
           GOVERNMENT ASSIST. CORP.
           Series '95E VRDN*
  10,000   4/01/25                                 3.10       10,000,000
           NEW YORK STATE MEDICAL 
           CARE FACILITIES AUTHORITY
           Eagle Trust Series 953202 
           (New York Hospital) VRDN* AMBAC
  14,000   8/15/24                                 3.44       14,000,000
           NEW YORK STATE MORTGAGE AGENCY
           16th Series AMT PPB*
   3,000   7/01/96                                 3.25        3,000,000
           NEWBURGH IDA
           (Mt. St. Mary College Civic Fac.) 
           Series '91 VRDN*
   1,600   10/01/11                                3.25        1,600,000
           NIAGARA COUNTY IDA
           (Pyron Corp. Project) 
           Series '89 AMT VRDN*
   2,631   11/01/04                                3.45        2,631,000
           ONTARIO COUNTY IDA
           (Ultrafab Inc.) Series '95 
           AMT VRDN*
   2,200   12/01/15                                3.30        2,200,000
           PORT AUTHORITY OF NEW YORK 
           AND NEW JERSEY
           (Versatile Structure Series) 
           AMT VRDN*
   6,500   8/01/28                                 3.35        6,500,000
           ROCHESTER GO BAN
           Series I
   2,400   10/31/96                                3.80%       2,405,406
           SUFFOLK COUNTY IDA
           (Nissequogue Cogen Partners) 
           Series '93 AMT VRDN*
   1,200   12/15/23                                3.35        1,200,000
           UNITED NATIONS DEVELOPMENT CORP.
           Pre-Refunded
   2,000   7/01/96                                 4.00        2,040,000
           WESTCHESTER COUNTY IDR
           (Hitachi America) VRDN*
   1,500   7/01/98                                 4.00        1,500,000
           YONKERS IDA
           (Consumer Union Facility) 
           Series '91 VRDN*
   1,700   7/01/21                                 3.55        1,700,000
           YONKERS IDA
           (Consumers Union Facility) 
           Series '91 VRDN*
     600   7/01/19                                 3.55          600,000

           Total Municipal Bonds
           (amortized cost $224,672,308)                     224,673,055

           COMMERCIAL PAPER-29.8%
           NEW YORK-27.6%
           NEW YORK CITY GO
           Series '96
   8,000   8/22/96                                 3.50        8,000,000
           NEW YORK CITY MUNICIPAL WATER 
           AUTHORITY
           Series '94
   5,000   8/08/96                                 3.65        5,000,000
           NEW YORK CITY MUNICIPAL WATER 
           AUTHORITY
           Series 3
   2,500   9/12/96                                 3.35        2,500,000
           NEW YORK CITY MUNICIPAL WATER 
           AUTHORITY
           Series 3
   2,500   8/09/96                                 3.50        2,500,000
           NEW YORK CITY MUNICIPAL 
           WATER AUTHORITY
           Series 3
   4,000   7/23/96                                 3.60        4,000,000
           NEW YORK CITY MUNICIPAL 
           WATER AUTHORITY
           Series 4
   3,000   8/01/96                                 3.20        2,999,454


2



                                  ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           NEW YORK CITY MUNICIPAL 
           WATER AUTHORITY
           Series 4
$  4,000   8/28/96                                 3.20%     $ 4,000,000
           NEW YORK CITY MUNICIPAL 
           WATER AUTHORITY
           Series 4
   2,000   7/22/96                                 3.45        2,000,000
           NEW YORK STATE DORMITORY AUTHORITY
           (Sloan-Kettering Memorial) 
           Series '89A
   2,400   7/24/96                                 3.55        2,400,000
           NEW YORK STATE DORMITORY AUTHORITY
           (Sloan-Kettering Memorial) 
           Series '89A
   4,000   8/23/96                                 3.55        4,000,000
           NEW YORK STATE DORMITORY AUTHORITY
           (Sloan-Kettering Memorial) 
           Series '89A
   4,000   7/25/96                                 3.60        4,000,000
           NEW YORK STATE DORMITORY AUTHORITY
           (Sloan-Kettering Memorial) 
           Series '89A
   1,700   8/13/96                                 3.65        1,700,000
           NEW YORK STATE DORMITORY AUTHORITY
           (Sloan-Kettering Memorial) 
           Series '89B
   1,500   7/12/96                                 3.40        1,500,000
           NEW YORK STATE DORMITORY AUTHORITY
           (Sloan-Kettering Memorial) 
           Series '89B
   1,600   8/06/96                                 3.70        1,600,000
           NEW YORK STATE ENVIRONMENTAL FACILITY
           (General Electric Co.) Series '87A
   1,500   8/07/96                                 3.40        1,500,000
           NEW YORK STATE ENVIRONMENTAL FACILITY
           (General Electric Co.) 
           Series '92A AMT
   1,200   7/31/96                                 3.25        1,200,000
           NEW YORK STATE ENVIRONMENTAL FACILITY
           (General Electric Co.) 
           Series '92A AMT
   5,000   8/28/96                                 3.30%       5,000,000
           NEW YORK STATE ENVIRONMENTAL FACILITY
           (General Electric Co.) 
           Series '92A AMT
   5,600   8/06/96                                 3.70        5,600,000
           NIAGARA COUNTY IDA
           (American Ref-Fuel Co.) 
           Series '94B AMT
   4,000   7/30/96                                 3.70        4,000,000
           NIAGARA COUNTY IDA
           (American Ref-Fuel Co.) 
           Series '94B AMT
   5,100   7/17/96                                 3.70        5,100,000
           NIAGARA COUNTY IDA
           (American Ref-Fuel Co.) 
           Series '94B AMT
   4,000   8/05/96                                 3.75        4,000,000
           NIAGARA COUNTY IDA
           (American Ref-Fuel Co.) 
           Series '94B AMT
   3,400   7/23/96                                 3.80        3,400,000
           NIAGARA COUNTY IDA
           (American Ref-Fuel Co.) 
           Series '94C AMT
   1,500   7/31/96                                 3.75        1,500,000
           PORT AUTHORITY OF NEW 
           YORK AND NEW JERSEY AMT
   3,010   8/22/96                                 3.30        3,010,000
           PORT AUTHORITY OF NEW 
           YORK AND NEW JERSEY AMT
   6,000   8/23/96                                 3.35        6,000,000
           PORT AUTHORITY OF NEW 
           YORK AND NEW JERSEY AMT
   4,980   7/31/96                                 3.60        4,980,000
                                                             -----------
                                                              91,489,454


3



STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
  (000)    SECURITY+                              YIELD          VALUE
- ------------------------------------------------------------------------
           PUERTO RICO-2.2%
           PUERTO RICO GOVERNMENT 
           DEVELOPMENT BANK
$  2,200   8/13/96                                 3.50%     $ 2,200,000
           PUERTO RICO GOVERNMENT 
           DEVELOPMENT BANK
   1,000   7/26/96                                 3.55        1,000,000
           PUERTO RICO GOVERNMENT 
           DEVELOPMENT BANK
   4,000   8/21/96                                 3.70        4,000,000
                                                             -----------
                                                               7,200,000

           Total Commercial Paper
           (amortized cost $98,687,870)                      $98,689,454

           TOTAL INVESTMENTS-97.7%
           (amortized cost $323,360,178)                     323,362,509
           Other assets less liabilities-2.3%                  7,621,322

           NET ASSETS-100%
           (offering and redemption price 
           of $1.00 per share; 331,045,497 
           shares outstanding)                              $330,983,831


+  All securities either mature or their interest rate changes in one year or 
less.

*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:
AMBAC  American Municipal Bond Assurance Corporation
AMT    Alternative Minimum Tax
BAN    Bond Anticipation Note
ERDA   Energy Research & Development Authority
GO     General Obligation
HFA    Housing Finance Agency/Authority
IDA    Industrial Development Authority
IDR    Industrial Development Revenue
MFHR   Multi-Family Housing Revenue
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
RAN    Revenue Anticipation Note
VRDN   Variable Rate Demand Note

See notes to financial statements.


4



STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996          ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                          $10,186,781

EXPENSES
  Advisory fee (Note B)                               $1,387,802 
  Distribution assistance and administrative 
    service (Note C)                                     873,774 
  Transfer agency (Note B)                               382,867 
  Custodian fees                                          87,288 
  Printing                                                55,631 
  Registration fees                                       35,348 
  Audit and legal fees                                    17,583 
  Trustees' fees                                           3,605 
  Miscellaneous                                            8,196 
  Total expenses                                       2,852,094 
  Less: expense reimbursement and fee waiver            (492,831) 
                                                                      2,359,263
  Net investment income                                               7,827,518
    
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain on investments                                          308
  Net change in unrealized appreciation of investments                    2,331
  Net gain on investments                                                 2,639
    
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $ 7,830,157
    
    
See notes to financial statements.


5



STATEMENTS OF CHANGES
IN NET ASSETS                     ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________
 
                                                    YEAR ENDED     YEAR ENDED
                                                   JUNE 30,1996   JUNE 30,1995
                                                   -------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                            $  7,827,518   $  4,645,810
  Net realized gain (loss) on investments                   308        (13,089)
  Net change in unrealized appreciation of 
    investments                                           2,331         (4,676)
  Net increase in net assets from operations          7,830,157      4,628,045

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                              (7,827,518)    (4,645,810)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (Note E)                             153,727,353     14,432,230
  Total increase                                    153,729,992     14,414,465

NET ASSETS
  Beginning of year                                 177,253,839    162,839,374
  End of year                                      $330,983,831   $177,253,839
    
    
See notes to financial statements.


6



NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                     ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio, Alliance 
Municipal Trust-New York Portfolio (the "Portfolio"), Alliance Municipal 
Trust-California Portfolio, Alliance Municipal Trust-Connecticut Portfolio, 
Alliance Municipal Trust-New Jersey Portfolio, Alliance Municipal 
Trust-Virginia Portfolio and Alliance Municipal Trust-Florida Portfolio. Each 
series is considered to be a separate entity for financial reporting and tax 
purposes. As a matter of fundamental policy, each Portfolio pursues its 
objectives by maintaining a portfolio of high-quality money market securities 
all of which, at the time of investment, have remaining maturities of 397 days 
or less. The following is a summary of significant accounting policies followed 
by the Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

3. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
year ended June 30, 1996, are exempt from federal income taxes. However, 
certain shareholders may be subject to the alternative minimum tax (AMT).

4. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its annual 
aggregate expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. For the year ended June 30, 1996, the Adviser also voluntarily 
agreed to reimburse the Portfolio for expenses exceeding .85 of 1% of its 
average daily net assets. For the year ended June 30, 1996, the reimbursement 
amounted to $215,270. The Portfolio compensates Alliance Fund Services, Inc. (a 
wholly-owned subsidiary of the Adviser) for providing personnel and facilities 
to perform transfer agency services for the Portfolio. Such compensation 
amounted to $236,865 for the year ended June 30, 1996.

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25% of 1% of the Portfolio's average daily net assets. 

The Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities.


7



NOTES TO FINANCIAL STATEMENTS
(CONTINUED)                       ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

For the year ended June 30, 1996, the distribution fee amounted to $693,901 of 
which $277,561 was waived. In addition, the Portfolio reimbursed certain 
broker-dealers for administrative costs incurred in connection with providing 
shareholder services, accounting, bookkeeping, legal and compliance support. 
For the year ended June 30, 1996, such payments by the Portfolio amounted to 
$179,873 of which $95,000 was paid to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1996, the 
Portfolio had a capital loss carryforward of $20,597, of which $7,508 expires 
in the year 2002 and $13,089 expires in the year 2003.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $331,002,099. Transactions, all at $1.00 per 
share, were as follows:
 
                                                   YEAR ENDED       YEAR ENDED
                                                 JUNE 30, 1996    JUNE 30, 1995
                                                ---------------  --------------
Shares sold                                      1,218,028,397     660,452,860
Shares issued on reinvestments of dividends          7,827,518       4,645,810
Shares redeemed                                 (1,072,128,562)   (650,666,440)
Net increase                                       153,727,353      14,432,230
   
   
NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each year.

<TABLE>
<CAPTION>
                                                         YEAR ENDED JUNE 30,
                                         -----------------------------------------------------
                                             1996       1995       1994       1993       1992
                                         ---------  ---------  ---------  ---------  ---------
<S>                                      <C>        <C>        <C>        <C>        <C>
Net asset value, beginning of year          $1.00      $1.00      $1.00      $1.00      $1.00 
      
INCOME FROM INVESTMENT OPERATIONS
Net investment income                        .028       .028       .018       .019       .034
      
LESS DISTRIBUTIONS
Dividends from net investment income        (.028)     (.028)     (.018)     (.019)     (.034)
Net asset value, end of year                $1.00      $1.00      $1.00      $1.00      $1.00 
      
TOTAL RETURNS
Total investment return based on
  net asset value (a)                        2.87%      2.84%      1.77%      1.94%      3.47%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year(000's omitted)   $330,984   $177,254   $162,839   $100,529   $100,476 
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                            .85%       .85%       .84%       .80%       .80%
  Expenses, before waivers and 
    reimbursements                           1.03%      1.03%      1.08%      1.06%      1.12%
  Net investment income (b)                  2.82%      2.81%      1.77%      1.91%      3.35%
</TABLE>


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

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


8



INDEPENDENT AUDITOR'S REPORT      ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO
_______________________________________________________________________________

TO THE BOARD OF TRUSTEES AND SHAREHOLDERS 
ALLIANCE MUNICIPAL TRUST - NEW YORK PORTFOLIO

We have audited the accompanying statement of net assets of the New York 
Portfolio of Alliance Municipal Trust as of June 30, 1996 and the related 
statements of operations, changes in net assets, and financial highlights for 
the periods indicated in the accompanying financial statements. These financial 
statements and financial highlights are the responsibility of the Portfolio's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
New York Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the periods indicated, in conformity with generally accepted 
accounting principles.

McGladrey & Pullen, LLP
New York, New York
July 26, 1996


9





















































<PAGE>


STATEMENT OF NET ASSETS
JUNE 30, 1996                     ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                             YIELD            VALUE
_______________________________________________________________________________

            MUNICIPAL BONDS-81.2%
            VIRGINIA-78.1%
            ALEXANDRIA REDEV. & 
            HOUSING MFHR
            (Crystal City Apts. Proj.) 
            Series '90A AMT VRDN*
$   3,500   12/15/18                               3.65%     $ 3,500,000
            AMELIA COUNTY IDA
            (Chambers Waste Systems, 
            Inc.) AMT VRDN*
    4,000   7/01/07                                3.75        4,000,000
            AMHERST IDA SOLID 
            WASTE
            (Nekoosa Packaging) 
            AMT VRDN*
    2,750   7/01/11                                3.65        2,750,000
            ARLINGTON COUNTY
            (Ballston Public Parking 
            Facility) 
            Series '84 VRDN*
    1,500   8/01/17                                3.35        1,500,000
            BOTETOURT COUNTY IDA
            (Emkay Holdings L.L.C.) 
            Series '95 AMT VRDN*
    3,500   10/01/05                               3.40        3,500,000
            CAMPBELL COUNTY PCR
            (Georgia Pacific Power) 
            AMT VRDN*
    3,000   12/01/19                               3.65        3,000,000
            CHARLES CITY IDA
            (Chambers Dev. of VA, 
            Inc.) 
            Series '96 AMT VRDN*
    1,500   4/01/16                                3.75        1,500,000
            FAIRFAX COUNTY IDA 
            HOSPITAL REVENUE
            (Fairfax Hospital) 
            Series '88B VRDN*
    1,200   10/01/25                               3.60        1,200,000
            FAIRFAX COUNTY IDA 
            HOSPITAL REVENUE
            (INova Health Services) 
            Series '88C VRDN*
    1,400   10/01/25                               3.60        1,400,000
            FAIRFAX COUNTY REDEV. 
            HOUSING AUTHORITY
            (Chase Commons Project) 
            Series '84A VRDN*
    3,000   12/01/06                               3.43        3,000,000
            FLUVANNA COUNTY IDA
            (Edgecomb Metals Co.) 
            VRDN*
$   3,800   12/01/09                               3.30%     $ 3,800,000
            HAMPTON COUNTY REDEV. 
            HOUSING AUTHORITY
            (Chase Hampton Project) 
            Series '84A VRDN*
    2,500   12/01/06                               4.08        2,500,000
            HAMPTON ROADS JAIL 
            AUTHORITY
            Series '96B VRDN*
    4,000   7/01/16                                3.50        4,000,000
            JAMES CITY COUNTY BOND
            FGIC
      960   12/15/96                               3.70          971,495
            LOUDOWN COUNTY IDA
            (Kinder-Care Learning 
            Centers) 
            Series A VRDN*
      394   6/01/02                                3.70          394,000
            METRO DC AIRPORTS 
            AUTHORITY
            Series A MBIA AMT
      200   10/01/96                               3.90          200,644
            NORFOLK BOND
            Pre-Refunded
    1,900   6/01/97                                3.62        1,981,375
            NORFOLK GO EAGLE TRUST
            Series 944601 VRDN*
    3,900   6/01/06                                3.44        3,900,000
            NORFOLK WATER REVENUE 
            BOND
            MBIA
      480   11/01/96                               3.45          482,427
            PRINCE WILLIAM COUNTY 
            COP
            MBIA
    2,540   12/01/96                               3.45        2,545,634
            RICHMOND 
            REDEVELOPMENT 
            MFHR AMT
            (Tobacco Row) 
            Series '89B-8 VRDN*
    3,555   10/01/24                               3.70        3,555,000


1


STATEMENT OF NET ASSETS (CONTINUED)
ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                             YIELD            VALUE
_______________________________________________________________________________

            VIRGINIA BEACH 
            DEVELOPMENT 
            AUTHORITY
            (Kinder-Care Learning 
            Centers) 
            Series D VRDN*
$     866   10/01/00                               3.70%      $  866,000
            VIRGINIA GO BOND
            Series A
    1,400   12/01/96                               3.50        1,409,950
            VIRGINIA GO EAGLE TRUST
            Series 954601 VRDN*
    3,000   6/01/21                                3.44        3,000,000
            VIRGINIA HOUSING 
            AUTHORITY SFMR
            Series D PPB*
    6,000   7/16/96                                3.35        6,000,000
            VIRGINIA HOUSING 
            DEVELOPMENT AUTHORITY
            (AHC Service Corp.- 
            Lee Gardens) 
            Series '87A VRDN*
    3,500   9/01/17                                3.50        3,500,000
            VIRGINIA HOUSING 
            DEVELOPMENT AUTHORITY
            Series I AMT
    1,075   5/01/97                                3.90        1,075,423
            VIRGINIA HOUSING 
            DEVELOPMENT 
            AUTHORITY MFHR
            Series L AMT
      445   11/01/96                               4.25          444,632
            VIRGINIA PUBLIC 
            SCHOOL AUTHORITY
            Pre-Refunded
    2,325   1/01/97                                3.25        2,415,696
            VIRGINIA PUBLIC 
            SCHOOL AUTHORITY
            Series A Pre-Refunded
    1,500   1/01/97                                3.65        1,552,908
                                                              69,945,184
            PUERTO RICO-3.1%
            PUERTO RICO HIGHWAY & 
            TRANSPORTATION AUTHORITY
            Series X VRDN*
      400   7/01/99                                3.00          400,000
            PUERTO RICO INDUSTRIAL, 
            MEDICAL & 
            ENVIRONMENTAL PCR
            (Key Pharmaceuticals) 
            PPB*
$   2,400   12/01/96                               3.60%     $ 2,401,946
                                                               2,801,946
            Total Municipal Bonds
            (amortized 
            cost $72,746,385)                                 72,747,130
            COMMERCIAL PAPER-17.4%
            VIRGINIA-10.7%
            CHESAPEAKE IDA
            (Virginia Electric & 
            Power Co.) 
            Series '85
    2,000   8/20/96                                3.70        2,000,000
            CHESTERFIELD COUNTY 
            PCR
            (Virginia Electric & 
            Power Co.) 
            Series '87
    1,585   8/08/96                                3.65        1,585,000
            CHESTERFIELD COUNTY 
            PCR
            (Virginia Electric & 
            Power Co.) 
            Series '87B
    1,000   8/15/96                                3.65        1,000,000
            FAIRFAX COUNTY IDA 
            HOSPITAL REVENUE
            (INova Health Services) 
            Series '93B
    1,000   7/29/96                                3.65        1,000,000
            LOUISA PCR
            (Virginia Electric & 
            Power Co.) 
            Series '87
      500   8/12/96                                3.70          500,000
            PENINSULA PORT AUTHORITY
            (Chessie & Ohio Project) 
            Series '92
    2,000   7/12/96                                3.50        2,000,001
            PENINSULA PORT AUTHORITY
            (Chessie & Ohio Project) 
            Series '92
    1,500   8/15/96                                3.65        1,500,000
                                                               9,585,001


2


                                  ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________

PRINCIPAL
 AMOUNT
 (000)      SECURITY+                             YIELD            VALUE
_______________________________________________________________________________

            PUERTO RICO-6.7%
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
$   3,000   7/16/96                                3.50%     $ 3,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    1,000   7/26/96                                3.55        1,000,000
            PUERTO RICO GOVERNMENT 
            DEVELOPMENT BANK
    2,000   8/21/96                                3.70        2,000,000
                                                               6,000,000
            Total Commercial Paper
            (amortized cost $15,585,001)                      15,585,001

                                                                   VALUE
            TOTAL INVESTMENTS-98.6%
            (amortized cost $88,331,386)                     $88,332,131
            Other assets less liabilities-1.4%                 1,224,711
            NET ASSETS-100%
            (offering and redemption 
            price of $1.00 per share; 
            89,564,122 shares 
            outstanding)                                     $89,556,842

+  All securities either mature or their interest rate changes in one year or 
less.

*  Variable Rate Demand Notes (VRDN) are instruments whose interest rates 
change on a specified date (such as a coupon date or interest payment date) or 
whose interest rates vary with changes in a designated base rate (such as the 
prime interest rate). These instruments are payable on demand and are secured 
by letters of credit or other credit support agreements from major banks. 
Periodic Put Bonds (PPB) are payable on demand quarterly, semi-annually or 
annually and their interest rates change less frequently than rates on Variable 
Rate Demand Notes.

Glossary of Terms:
AMT    Alternative Minimum Tax
COP    Certificate of Participation
FGIC   Financial Guaranty Insurance Company
GO     Virginia Obligation
IDA    Industrial Development Authority
MBIA   Municipal Bond Investors Assurance
MFHR   Multi-Family Housing Revenue
PCR    Pollution Control Revenue
PPB    Periodic Put Bond
SFMR   Single Family Mortgage Revenue
VRDN   Variable Rate Demand Note

See notes to financial statements.


3


STATEMENT OF OPERATIONS
YEAR ENDED JUNE 30, 1996          ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________
INVESTMENT INCOME
  Interest                                                          $3,082,007

EXPENSES
  Advisory fee (Note B)                               $ 417,867
  Distribution assistance and administrative 
    service (Note C)                                    367,236
  Custodian fees                                         64,227
  Transfer agency (Note B)                               44,100
  Printing                                               25,454
  Registration fees                                      20,000
  Audit and legal fees                                   10,316
  Trustees' fees                                          3,364
  Amortization of organization expense                    1,705
  Miscellaneous                                           9,711
  Total expenses                                        963,980
  Less: expense reimbursement and fee waiver           (314,158)
                                                                       649,822
  Net investment income                                              2,432,185

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  Net realized loss on investments                                        (128)
  Net change in unrealized appreciation of investments                     745
  Net gain on investments                                                  617

NET INCREASE IN NET ASSETS FROM OPERATIONS                          $2,432,802

See notes to financial statements.


4


STATEMENTS OF CHANGES 
IN NET ASSETS                     ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________
                                                                      OCT. 25,
                                                                       1994(A)
                                                    YEAR ENDED        THROUGH
                                                  JUNE 30, 1996   JUNE 30, 1995
                                                  -------------   -------------
INCREASE (DECREASE) IN NET ASSETS FROM 
OPERATIONS
  Net investment income                              $2,432,185     $1,265,221
  Net realized loss on investments                         (128)        (7,897)
  Net change in unrealized appreciation of 
    investments                                             745             -0-
  Net increase in net assets from operations          2,432,802      1,257,324

DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income                              (2,432,185)    (1,265,221)

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase (Note E)                              22,635,119     66,928,803
  Total increase                                     22,635,736     66,920,906

NET ASSETS
  Beginning of period                                66,921,106            200
  End of period                                     $89,556,842    $66,921,106

(a)  Commencement of operations.

See notes to financial statements.


5


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996                     ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Alliance Municipal Trust (the "Fund") is registered under the Investment 
Company Act of 1940, as amended, as an open-end investment company. The Fund 
operates as a series company currently issuing seven classes of shares of 
beneficial interest: Alliance Municipal Trust-General Portfolio, Alliance 
Municipal Trust-New York Portfolio, Alliance Municipal Trust-California 
Portfolio, Alliance Municipal Trust-Connecticut Portfolio, Alliance Municipal 
Trust-New Jersey Portfolio, Alliance Municipal Trust-Virginia Portfolio (the 
"Portfolio") and Alliance Municipal Trust-Florida Portfolio. Each series is 
considered to be a separate entity for financial reporting and tax purposes. As 
a matter of fundamental policy, each Portfolio pursues its objectives by 
maintaining a portfolio of high-quality money market securities all of which, 
at the time of investment, have remaining maturities of 397 days or less. The 
following is a summary of significant accounting policies followed by the 
Portfolio.

1. VALUATION OF SECURITIES
Securities in which the Portfolio invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity. Amortization of premium is charged to income. 
Accretion of market discount is credited to unrealized gains.

2. ORGANIZATION EXPENSES
The organization expenses of the Portfolio are being amortized against income 
on a straight-line basis through October, 1999.

3. TAXES
It is the Portfolio's policy to comply with the requirements of the Internal 
Revenue Code applicable to regulated investment companies and to distribute all 
of its investment company taxable income and net realized gains, if applicable, 
to its shareholders. Therefore, no provisions for federal income or excise 
taxes are required.

4. DIVIDENDS
The Portfolio declares dividends daily from net investment income and 
automatically reinvests such dividends in additional shares at net asset value. 
Net realized capital gains on investments, if any, are expected to be 
distributed near year end. Dividends paid from net investment income for the 
year ended June 30, 1996, are exempt from federal income taxes. However, 
certain shareholders may be subject to the alternative minimum tax (AMT).

5. GENERAL
Interest income is accrued daily. Security transactions are recorded on the 
date securities are purchased or sold. Realized gain (loss) from security 
transactions is recorded on the identified cost basis.

NOTE B: ADVISORY FEE AND TRANSACTIONS WITH AN AFFILIATE OF THE ADVISER
The Portfolio pays its Adviser, Alliance Capital Management L.P., an advisory 
fee at the annual rate of .50 of 1% on the first $1.25 billion of average daily 
net assets; .49 of 1% on the next $.25 billion; .48 of 1% on the next $.25 
billion; .47 of 1% on the next $.25 billion; .46 of 1% on the next $1 billion; 
and .45 of 1% in excess of $3 billion. The Adviser has agreed, pursuant to the 
advisory agreement, to reimburse the Portfolio to the extent that its annual 
aggregate expenses (excluding taxes, brokerage, interest and, where permitted, 
extraordinary expenses) exceed 1% of its average daily net assets for any 
fiscal year. The Adviser also voluntarily agreed to reimburse the Portfolio for 
all expenses from July 1, 1995 to July 9, 1995 for expenses exceeding .60 of 1% 
of its average daily net assets, from July 10, 1995 to September 17, 1995 for 
expenses exceeding .70 of 1% of its average daily net assets and from September 
18, 1995 to June 30, 1996 for expenses exceeding .80 of 1% of its average daily 
net assets. For the year ended June 30, 1996, the reimbursement amounted to 
$230,585. The Portfolio compensates Alliance Fund Services, Inc. (a 
wholly-owned subsidiary of the Adviser) for providing personnel and facilities 
to perform transfer agency services for the Portfolio. Such compensation 
amounted to $27,198 for the year ended June 30, 1996.


6


                                  ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________

NOTE C: DISTRIBUTION ASSISTANCE AND ADMINISTRATIVE SERVICES PLAN
Under this Plan, the Portfolio pays a distribution fee to the Adviser at an 
annual rate of up to .25% of 1% of the Portfolio's average daily net assets. 

The Plan provides that the Adviser will use such payments in their entirety for 
distribution assistance and promotional activities. For the year ended June 30, 
1996, the distribution fee amounted to $208,933 of which $83,573 was waived. In 
addition, the Portfolio reimbursed certain broker-dealers for administrative 
costs incurred in connection with providing shareholder services, accounting, 
bookkeeping, legal and compliance support. For the year ended June 30, 1996, 
such payments by the Portfolio amounted to $158,303 of which $92,500 was paid 
to the Adviser.

NOTE D: INVESTMENT TRANSACTIONS
At June 30, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes. At June 30, 1996 the 
Portfolio had a capital loss carryforward of $8,025, of which $7,897 expires in 
the year 2003 and $128 expires in the year 2004.

NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.01 par value) are authorized. At June 30, 
1996, capital paid-in aggregated $89,564,122. Transactions, all at $1.00 per 
share, were as follows:

                                                                     OCT. 25,
                                                    YEAR ENDED       1994(A)
                                                      JUNE 30,      THROUGH
                                                       1996      JUNE 30, 1995
                                                   -----------   -------------
Shares sold                                        251,119,609     187,540,379
Shares issued on reinvestments of dividends          2,432,185       1,265,221
Shares redeemed                                   (230,916,675)   (121,876,797)
Net increase                                        22,635,119      66,928,803

(a)  Commencement of operations.


7


NOTES TO FINANCIAL STATEMENTS
(CONTINUED)                       ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________
NOTE F: FINANCIAL HIGHLIGHTS
Per share operating performance for a share outstanding throughout each period.

                                                           OCTOBER 25,
                                             YEAR ENDED      1994(A)
                                             JUNE 30,       THROUGH
                                                1996      JUNE 30, 1995
                                             ----------   -------------
Net asset value, beginning of period           $1.00          $1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .029           .023

LESS DISTRIBUTIONS
Dividends from net investment income           (.029)         (.023)
Net asset value, end of period                 $1.00          $1.00

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

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $89,557        $66,921
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .78%           .44%(c)
  Expenses, before waivers and 
    reimbursements                              1.15%          1.30%(c)
  Net investment income (d)                     2.91%          3.48%(c)

(a)  Commencement of operations.

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

(c)  Annualized.

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


8


INDEPENDENT AUDITOR'S REPORT      ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
_______________________________________________________________________________
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS 
ALLIANCE MUNICIPAL TRUST - VIRGINIA PORTFOLIO
We have audited the accompanying statement of net assets of the Virginia 
Portfolio of Alliance Municipal Trust as of June 30, 1996 and the related 
statements of operations, changes in net assets, and financial highlights for 
the periods indicated in the accompanying financial statements. These financial 
statements and financial highlights are the responsibility of the Portfolio's 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements and financial 
highlights are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the financial 
statements. Our procedures included confirmation of securities owned as of June 
30, 1996, by correspondence with the custodian.

An audit also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation. We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of the 
Virginia Portfolio of Alliance Municipal Trust as of June 30, 1996, and the 
results of its operations, changes in its net assets, and its financial 
highlights for the periods indicated, in conformity with generally accepted 
accounting principles.

McGladrey & Pullen, LLP
New York, New York
July 26, 1996


9























































© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission