ALLIANCE MUNICIPAL TRUST
497, 1998-02-05
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     This is filed pursuant to Rule 497(e).
     File Nos.:  002-79807 and 811-03586

YIELDS
For current recorded yield information on the Fund, 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, 
Florida and Massachusetts Portfolios, each of which is non-diversified. Shares 
of the New York, California, Connecticut, New Jersey, Virginia, Florida and 
Massachusetts Portfolios 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 
CORPORATION, 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 October 31, 1997, 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 incorporated herein by reference. For a free 
copy, call (800) 221-5672 or write Alliance Fund Services, Inc. at the address 
shown in this prospectus.

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


CONTENTS
- --------
Expense Information                       2
Financial Highlights                      3
Investment Objectives and Policies        7
Purchase and Redemption of Shares        10
Additional Information                   10

PROSPECTUS
OCTOBER 31, 1997


Alliance Municipal Trust--
   General Portfolio
   California Portfolio
   Connecticut Portfolio
   Florida Portfolio
   Massachusetts Portfolio
   New Jersey Portfolio
   New York Portfolio
   Virginia Portfolio
   Massachusetts Portfolio



                             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 
  (as a percentage of average net 
  assets, after expense reimbursement)    AMT-Gen   AMT-NY   AMT-CA   AMT-CT   AMT-NJ   AMT-VA   AMT-FL   AMT-MA
                                         --------  -------  -------  -------  -------  -------  -------  -------
<S>                                      <C>       <C>      <C>      <C>      <C>      <C>      <C>      <C>
    Management Fees                         .50%     .50%     .50%     .50%     .50%     .50%     .50%     .50%
    12b-1 Fees                              .25      .25      .25      .25      .25      .25      .25      .25
    Other Expenses                          .25      .25      .25      .25      .25      .25      .25      .25
    Total Fund Operating Expenses          1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%    1.00%
</TABLE>


EXAMPLE

You would pay the following expenses on a $1,000 investment, assuming a 5% 
annual return (cumulatively through the end of each time period):

                         1 Year   3 Years   5 Years   10 Years
                        -------   -------   -------   --------
AMT--General               $10       $32       $55      $122
AMT--New York              $10       $32       $55      $122
AMT--California            $10       $32       $55      $122
AMT--Connecticut           $10       $32       $55      $122
AMT--New Jersey            $10       $32       $55      $122
AMT--Virginia              $10       $32       $55      $122
AMT--Florida               $10       $32       $55      $122
AMT--Massachusetts         $10       $32


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 AMT-CT, AMT-NJ, AMT-VA and 
AMT-FL are net of the contractual reimbursement by the Adviser described in 
this prospectus. The expenses of such Portfolios, before expense 
reimbursements, would be: AMT-CT: Management Fee-.50%, 12b-1 Fees-.25%, Other 
Expenses-.31% and Total Operating Expenses-1.06%; AMT-NJ: Management Fee-.50%, 
12b-1 Fees-.25%, Other Expenses-.31% and Total Operating Expenses-1.06%; 
AMT-VA: Management Fee-.50%, 12b-1 Fees-.25%, Other Expenses-.34% and Total 
Operating Expenses-1.09%; and AMT-FL: Management Fee-.50%, 12b-1 Fees-.25%, 
Other Expenses-.34% and Total Operating Expenses-1.09%. For AMT-MA, "Other 
Expenses" are based on estimated amounts for the current fiscal year. The 
example should not be considered a representation of past or future expenses; 
actual expenses may be greater or less than those shown.


1



    FINANCIAL HIGHLIGHTS - For a share outstanding throughout each period
_______________________________________________________________________________

The following tables have been audited by McGladrey & Pullen LLP, each of the 
Fund's independent auditors, whose unqualified report thereon appears in each 
Statement of Additional Information. This information should be read in 
conjunction with the financial statements and notes thereto included in each 
Fund's Statement of Additional Information.
Alliance Municipal Trust

<TABLE>
<CAPTION>
                                                                        General Portfolio
                             -------------------------------------------------------------------------------------------------------
                                                                                                        Six Months      Year Ended
                                                           Year Ended June 30,                             Ended       December 31,
                             -------------------------------------------------------------------------    June 30,  ----------------
                               1997     1996     1995        1994     1993     1992     1991     1990       1989      1988     1987
                             -------  -------  ----------  -------  -------  -------  -------  -------  ----------  -------  -------
<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          .028     .029     .028        .018     .020     .034     .046     .055     .030        .047     .041
Net realized and
  unrealized loss 
  on investments                 -0-      -0-   (.003)         -0-      -0-      -0-      -0-      -0-      -0-         -0-     -0-
Net increase in
  net asset value 
  from operations              .028     .029     .025        .018     .020     .034     .046     .055     .030        .047     .041

ADD: CAPITAL CONTRIBUTIONS
Capital Contributed
  by the Adviser                 -0-      -0-    .003          -0-      -0-      -0-      -0-      -0-      -0-         -0-      -0-

LESS: DIVIDENDS
Dividends from net
  investment income           (.028)   (.029)   (.028)      (.018)   (.020)   (.034)   (.046)   (.055)   (.030)      (.047)   (.041)
Net asset value,
  end of period              $ 1.00   $ 1.00   $ 1.00      $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00   $ 1.00      $ 1.00   $ 1.00

TOTAL RETURNS
Total investment
  return based on 
  net asset value (a)          2.81%   2..93%    2.83%(c)    1.81%    2.05%    3.48%    4.71%    5.65%    6.13%(b)    4.81%    4.18%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of
  period(in millions)          $980   $1,148   $1,189      $1,134   $1,016     $914     $883     $798     $695        $633     $690
Ratio to average
  net assets of:
  Expenses, net of
    waivers and 
    reimbursements              .94%     .95%     .94%        .92%     .92%     .92%     .89%     .83%     .84%(b)     .83%     .80%
  Expenses, before
    waivers and 
    reimbursements              .94%     .95%     .95%        .94%     .94%     .95%     .95%     .93%     .94%(b)     .93%     .90%
  Net investment
    income (d)                 2.76%    2.90%    2.78%       1.80%    2.02%    3.40%    4.57%    5.50%    5.96%(b)    4.69%    4.08%
</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 had no effect on total return.

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


2



<TABLE>
<CAPTION>
                                                                      New York Portfolio
                         -----------------------------------------------------------------------------------------------------------
                                                                                                               Six Months     Year
                                                               Year Ended June 30,                               Ended       Ended
                         -----------------------------------------------------------------------------------    June 30,    Dec. 31,
                             1997       1996       1995       1994       1993       1992     1991      1990       1989        1988
                         ---------  ---------  ---------  ---------  ---------  ---------  --------  --------  -----------  --------
<S>                      <C>        <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>          <C>
Net asset value, 
  beginning of period      $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00       $ 1.00

INCOME FROM INVESTMENT 
  OPERATIONS
Net investment income        .027       .028       .028       .018       .019       .034      .042      .051      .027         .041

LESS: DIVIDENDS
Dividends from net 
  investment income         (.027)     (.028)     (.028)     (.018)     (.019)     (.034)    (.042)    (.051)    (.027)       (.041)
Net asset value, end 
  of period                $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00       $ 1.00

TOTAL RETURNS
Total investment 
  return based on 
  net asset value (a)        2.77%      2.87%      2.84%      1.77%      1.94%      3.47%     4.32%     5.26%     5.61%(b)     4.14%

RATIOS/SUPPLEMENTAL DATA
Net assets, end or 
  period (000's omitted) $355,461   $330,984   $177,254   $162,839   $100,529   $100,476   $71,748   $62,536   $41,910      $41,335
Ratio to average net 
  assets of:
  Expenses, net of 
    waivers and 
    reimbursements            .85%       .85%       .85%       .84%       .80%       .80%      .80%      .80%      .85%(b)     1.00%
  Expenses, before 
    waivers and 
    reimbursements           1.04%      1.03%      1.03%      1.08%      1.06%      1.12%     1.15%     1.18%     1.35%(b)     1.33%
  Net investment  
    income (c)               2.73%      2.82%      2.81%      1.77%      1.91%      3.35%     4.20%     5.13%     5.45%(b)     4.03%
</TABLE>


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

(b)  Annualized.

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


<TABLE>
<CAPTION>
                                                                 California Portfolio
                      --------------------------------------------------------------------------------------------------------------
                                                                                                               Six        June 2,
                                                                                                              Months      1988(a)
                                                            Year Ended June 30,                               Ended       through
                      ------------------------------------------------------------------------------------   June 30,     Dec. 31,
                          1997       1996       1995       1994       1993       1992      1991      1990      1989         1988
                      ---------  ---------  ---------  ---------  ---------  --------- --------- --------- ------------ ------------
<S>                   <C>        <C>        <C>        <C>        <C>        <C>       <C>       <C>       <C>          <C>
Net asset value, 
  beginning of period   $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00       $ 1.00

INCOME FROM 
  INVESTMENT 
  OPERATIONS
Net investment income     .027       .029       .027       .018       .020       .032      .043      .050      .029         .030

LESS: DIVIDENDS
Dividends from net 
  investment income      (.027)     (.029)     (.027)     (.018)     (.020)     (.032)    (.043)    (.050)    (.029)       (.030)
Net asset value, 
  end of period         $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00     $ 1.00    $ 1.00    $ 1.00    $ 1.00       $ 1.00

TOTAL RETURNS
Total investment 
  return based on 
  net asset value (b)     2.76%      2.91%      2.78%      1.83%      2.05%      3.26%     4.43%     5.17%     6.02%(c)     5.20%(c)

RATIOS/SUPPLEMENTAL 
  DATA
Net assets, end of 
  period (000's 
  omitted)            $357,148   $297,862   $236,479   $219,673   $156,200   $121,317  $111,957  $104,097  $242,124     $103,390
Ratio to average 
  net assets of:
  Expenses, net of 
    waivers and 
    reimbursements         .93%       .93%       .93%       .93%       .93%       .95%     1.00%      .99%      .92%(c)      .89%(c)
  Expenses, before 
    waivers and 
    reimbursements         .96%       .94%      1.01%      1.02%      1.02%      1.05%     1.10%     1.09%     1.02%(c)     1.10%(c)
  Net investment 
    income (d)            2.73%      2.86%      2.75%      1.82%      2.01%      3.18%     4.32%     5.03%     5.90%(c)     5.21%(c)
</TABLE>


(a)  Commencement of operations.

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

(c)  Annualized.

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


3



<TABLE>
<CAPTION>
                                                                        Connecticut Portfolio
                                        ----------------------------------------------------------------------------------
                                                                                                               January 5,
                                                                                                                 1990(a)
                                                                  Year Ended June 30,                           through
                                        ---------------------------------------------------------------------   June 30,
                                            1997      1996      1995      1994      1993      1992      1991      1990
                                        ---------  --------  --------  --------  --------  --------  --------  -----------
<S>                                     <C>        <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of period      $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                       .027      .028      .028      .017      .020      .033      .045      .026

LESS: DIVIDENDS
Dividends front net investment income      (.027)    (.028)    (.028)    (.017)    (.020)    (.033)    (.045)    (.026)
Net asset value end of period             $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00    $ 1.00

TOTAL RETURNS
Total investment return based on 
  net asset value (b)                       2.76%     2.88%     2.78%     1.71%     2.00%     3.35%     4.57%     5.53%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period 
  (000's omitted)                       $102,612   $95,812   $75,991   $57,314   $56,224   $54,751   $48,482   $27,945
Ratio to net assets of:
  Expenses, net of waivers and 
    reimbursements                           .80%      .80%      .80%      .77%      .70%      .58%      .44%      .19%(c)
  Expenses, before waivers and 
    reimbursements                          1.10%     1.15%     1.21%     1.21%     1.16%     1.22%     1.16%     1.10%(c)
  Net investment income (d)                 2.72%     2.84%     2.77%     1.69%     1.97%     3.28%     4.39%     5.39%(c)
</TABLE>


(a)  Commencement of operations.

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

(c)  Annualized.

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



<TABLE>
<CAPTION>
                                                             New Jersey Portfolio
                                            ---------------------------------------------------
                                                                                    February 7,
                                                                                     1994 (a)
                                                     Year Ended June 30,             through
                                            -------------------------------------    June 30,
                                                1997         1996         1995         1994
                                            -----------  -----------  -----------  ------------
<S>                                         <C>          <C>          <C>          <C>
Net asset value, beginning of period          $ 1.00       $ 1.00       $ 1.00       $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .027         .028         .029         .008

LESS: DIVIDENDS
Dividends from net investment income           (.027)       (.028)       (.029)       (.008)
Net asset value, end of period                $ 1.00       $ 1.00       $ 1.00       $ 1.00

TOTAL RETURNS
Total investment return based on 
  net asset value (b)                           2.72%        2.89%        2.93%        2.08%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)   $123,579      $98,098      $74,133      $36,909
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .85%         .82%         .74%         .70%(c)
  Expenses, before waivers and 
    reimbursements                              1.12%        1.19%        1.29%        1.93%(c)
  Net investment income (d)                     2.68%        2.84%        2.98%        2.07%(c)
</TABLE>


(a)  Commencement of operations.

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

(c)  Annualized.

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


4



<TABLE>
<CAPTION>
                                                      Virginia Portfolio               Florida Portfolio
                                            -------------------------------------  -------------------------
                                                                      October 25,                 July 28,
                                                   Year Ended           1994(a)       Year         1995(a)
                                                     June 30,           through       Ended       through
                                            ------------------------    June 30,     June 30,     June 30,
                                                1997         1996         1995         1997         1996
                                            -----------  -----------  -----------  -----------  ------------
<S>                                         <C>          <C>          <C>          <C>          <C>
Net asset value, beginning of period          $ 1.00       $ 1.00       $ 1.00        $ 1.00      $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                           .028         .029         .023          0.30        .030

LESS: DIVIDENDS
Dividends from net investment income           (.028)       (.029)       (.023)        (.030)      (.030)
Net asset value. end of period                $ 1.00       $ 1.00       $ 1.00        $ 1.00      $ 1.00

TOTAL RETURNS
Total investment return based on 
  net asset value (b)                           2.83%        2.97%        3.48%(c)      3.03%       3.32%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)    $78,775      $89,557      $66,921       $89,149     $91,179
Ratio to average net assets of:
  Expenses, net of waivers and 
    reimbursements                               .80%         .78%         .44%(c)       .65%        .58%(c)
  Expenses, before waivers and 
    reimbursements                              1.15%        1.15%        1.30%(c)      1.10%       1.24%(c)
  Net investment income (d)                     2.78%        2.91%        3.48%(c)      2.97%       3.12%(c)
</TABLE>


(a)  Commencement of operations.

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

(c)  Annualized.

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



                                                       Massachusetts Portfolio
                                                       -----------------------
                                                               April 17,
                                                                1997(a)
                                                               through
                                                               June 30,
                                                                  1997
                                                              ----------
Net asset value, beginning of period                            $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income                                             .007

LESS: DIVIDENDS
Dividends from net investment income                             (.007)
Net asset value, end of period                                  $ 1.00

TOTAL RETURNS
Total investment return based on net asset value (b)(c)           3.53%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000's omitted)                      $15,046
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements(c)                   .50%
  Expenses, before waivers and reimbursements (c)                 2.99%
  Net investment income (c)(d)                                    3.47%


(a)  Commencement of operations.

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

(c)  Annualized.

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


From time to time each Fund advertises its "yield" and "effective yield." Both 
yield figures are based on historical earnings and are not intended to indicate 
future performance. To calculate the "yield," the amount of dividends paid on 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, 1997 amounted to an 
annualized yield of 3.20%, equivalent to an effective yield of 3.25%. Dividends 
for the New York Portfolio for the seven days ended June 30, 1997, after 
expense reimbursement, amounted to an annualized yield of 


5



3.19%, equivalent to an effective yield of 3.24%. Absent expense reimbursement, 
the annualized yield for this period would have been 3.00%, equivalent to an 
effective yield of 3.05%. Dividends for the California Portfolio for the seven 
days ended June 30, 1997, after expense reimbursement, amounted to an 
annualized yield of 3.08%, equivalent to an effective yield of 3.13%. Absent 
expense reimbursement, the annualized yield for this period would have been 
3.05%, equivalent to an effective yield of 3. 10%. Dividends for the 
Connecticut Portfolio for the seven days ended June 30, 1997, after expense 
reimbursement, amounted to an annualized yield of 3.05%, equivalent to an 
effective yield of 3.10%. Absent expense reimbursement, the annualized yield 
for this period would have been 2.75%, equivalent to an effective yield of 
2.80%. Dividends for the New Jersey Portfolio for the seven days ended June 30, 
1997, after expense reimbursement, amounted to an annualized yield of 3.14%, 
equivalent to an effective yield of 3.19%. Absent expense reimbursement, the 
annualized yield for this period would have been 2.87%, equivalent to an 
effective yield of 2.92%. Dividends for the Virginia Portfolio for the seven 
days ended June 30, 1997, after expense reimbursement, amounted to an 
annualized yield of 3.41%, equivalent to an effective yield of 3.47%. Absent 
expense reimbursement, the annualized yield for this period would have been 
3.06%, equivalent to an effective yield of 3.12%. Dividends for the Florida 
Portfolio for the seven days ended June 30, 1997, after expense reimbursement, 
amounted to an annualized yield of 3.41%, equivalent to an effective yield of 
3.47%. Absent expense reimbursement, the annualized yield for this period would 
have been 2.96%, equivalent to an effective yield of 3.02%. Dividends for the 
Massachusetts Portfolio for the seven days ended June 30, 1997, after expense 
reimbursement, amounted to an annualized yield of 3.71%, equivalent to an 
effective yield of 3.78%. Absent expense reimbursement, the annualized yield 
for this period would have been 1.22%, equivalent to an effective yield of 
1.29%.



                      INVESTMENT OBJECTIVES AND POLICIES
_______________________________________________________________________________

Alliance Municipal Trust (the "Fund") consists of eight distinct Portfolios, 
the General, New York, California, Connecticut, New Jersey, Virginia, Florida 
and Massachusetts 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 Fund, except 
for AMT-Florida and AMT-Massachusetts, pursues its objectives by maintaining a 
portfolio of high quality money market securities all of which at the time of 
investment have remaining maturities of one year (397 days with respect to 
AMT-New Jersey and AMT-Virginia) or less, which maturities may extend to 397 
days. AMT-Florida and AMT-Massachusetts pursue their objectives by investing in 
high quality municipal securities having remaining maturities of 397 days or 
less (which maturities may extend to such greater length of time as may be 
permitted from time to time pursuant to Rule 2a-7 under the Investment Company 
Act of 1940 (the "1940 Act"), as amended) 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 (as opposed to the taxable investments described above). While the 
fundamental policies described above and the other fundamental investment 
policies described below may not be changed without shareholder approval, the  
Fund may, upon notice to shareholders, but without such approval, change 
non-fundamental investment policies or create additional classes of shares in 
order to establish portfolios which may have different investment objectives. 
There can be no assurance that the Fund's objectives will be achieved. 
Normally, substantially all of each Portfolio's income will be tax-exempt as 
described below (e.g., for 1996, 100% of the income of each Portfolio was 
exempt from Federal income taxes; the Massachusetts Portfolio had not yet been 
established).

The Fund will comply with Rule 2a-7 of the 1940 Act as amended from time to 
time, including the diversification, quality and maturity limitations imposed 
by the Rule. The average maturity of the Fund's portfolios cannot exceed 90 
days. A more detailed description of Rule 2a-7 is set forth in the Fund's 
Statement of Additional Information. To the extent that the Fund's limitations 
are more permissive than Rule 2a-7, the Fund will comply with the more 
restrictive provisions of the Rule.

The General Portfolio seeks maximum current income that is exempt from Federal 
income taxes by investing principally in a diversified portfolio of high 
quality municipal securities. Such income may be subject to state or local 
income taxes.


6



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, 
as a matter of fundamental policy, not less than 65% of its total assets in a 
portfolio of high quality municipal securities issued by New York state or its 
political subdivisions.

The California Portfolio seeks maximum current income that is exempt from 
Federal and California state personal income taxes by investing, as a matter of 
fundamental policy, not less than 65% of its total assets in a portfolio of 
high quality municipal securities issued by the State of California or its 
political subdivisions.

The Connecticut Portfolio seeks maximum current income that is exempt from 
Federal and Connecticut state personal income taxes by investing, as a matter 
of fundamental policy, not less than 65% of its total assets in a portfolio of 
high quality municipal securities issued by the State of Connecticut or its 
political subdivisions.

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 
political 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 
Securities")]. In addition, during periods when Alliance Capital Management 
L.P. (the "Adviser") believes that New Jersey municipal securities that meet 
the New Jersey Portfolio'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 Federal 
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 Federal 
income tax and State of Florida intangible tax by investing not less than 65% 
of its total assets in a portfolio of high-quality municipal securities issued 
by Florida or its political subdivisions.

The Massachusetts Portfolio seeks maximum current income that is exempt from 
Federal and Massachusetts state personal income taxes by investing at least 65% 
of its total assets in high quality municipal securities issued by the 
Commonwealth of Massachusetts or its political subdivisions. The Massachusetts 
Portfolio may invest in restricted securities that are determined by the 
Adviser to be liquid in accordance with procedures adopted by the Trustees, 
including securities eligible for resale under Rule 144A under the Securities 
Act of 1933 (the "Securities Act"). Restricted securities are securities 
subject to contractual or legal restrictions on resale, such as those arising 
from an issuer's reliance upon certain exemptions from registration under the 
Securities Act.

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 dividends 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 bonds have provided, and may 
continue to provide, somewhat higher yields than other comparable municipal 
securities. See below, "Daily Dividends, Other Distributions, Taxes."

There can be no assurance that the Portfolios will achieve their investment 
objectives. Potential investors in the New York, California, Connecticut, New 
Jersey, Virginia, Florida and Massachusetts Portfolios should consider the 
greater risk of the concentration of such Portfolios versus the safety that 
comes with less concentrated investments and should compare yields available on 
portfolios of the relevant state's issues with those of more diversified 
portfolios, including other states' issues, before making an investment 
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 discussion of the financial condition of New York, California, 
Connecticut, New Jersey, Virginia, Florida and Massachusetts.


7



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 interest, 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, 
accordingly, 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 billion. Each Portfolio will comply with Rule 2a-7 with respect to its 
investments in variable rate obligations supported by letters of credit.

Each Portfolios' municipal securities at the time of purchase are rated within 
the two highest quality ratings of Moody's Investors Service, Inc. (Aaa and Aa, 
MIG 1 and MIG 2, or VMIG 1 and VMIG 2) or Standard & Poor's Corporation (AAA 
and AA or SP-1 and SP-2), or judged by the Adviser to be of comparable quality. 
Securities must also meet credit standards applied by the Adviser.

To further enhance the quality and liquidity of the securities in which the 
Portfolios invest, such securities frequently are supported by credit and 
liquidity 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 
institution could cause a Portfolio's investments backed by that institution to 
lose value and affect a Portfolio's share price.

A Portfolio also may invest in stand-by commitments, which may involve certain 
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 custodian 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 expressed 
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 each Portfolio 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 Investment Policies. No Portfolio of the Fund will invest more than 10% 
of its net assets in illiquid securities (including illiquid restricted 
securities with respect to the Massachusetts Portfolio). As to these 
securities, a Portfolio is subject to a risk that should the Portfolio desire 
to sell them when a ready buyer is not available at a price the Portfolio deems 
representative of their value, the value of the Portfolio's net assets could be 
adversely affected. Illiquid securities may include securities that are not 
readily marketable and, with respect to the Massachusetts Portfolio, securities 
subject to legal or contractual restrictions on resale. With respect to the 
Massachusetts Portfolio, which may invest in restricted securities, restricted 
securities determined by the Adviser to be liquid will not be treated as 
"illiquid" for purposes of the restriction on illiquid securities.

The following investment policies are fundamental policies with respect to each 
applicable Portfolio except the Massachusetts Portfolio which has adopted the 
applicable restrictions as non-fundamental policies. To reduce investment risk, 
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 


8



Portfolio may invest more than 25% of its total assets in municipal securities 
the interest upon which is paid from revenues of similar-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, Florida and 
Massachusetts Portfolios may invest 50% of their respective total assets 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
_______________________________________________________________________________

For more information on the purchase and redemption of the Fund's shares, see 
the Fund's Statement of Additional Information.

The Fund offers a variety of shareholder services. For more information about 
these services, please call your Account Executive.

Account holders of the ProCASH PLUS account offered by The Pershing Division of 
Donaldson, Lufkin & Jenrette Securities Corporation ("Pershing") are eligible 
to invest in shares of the Fund. The Fund is intended to provide a means for 
the investment of free credit cash balances arising in ProCASH PLUS Accounts.

PURCHASE OF SHARES
Your brokerage account will be coded to sweep cash balances into shares of the 
Portfolio you have selected. There is a $500 minimum initial investment for all 
Portfolios. Free credit balances arising in your brokerage account from check 
deposits, dividend payments, interest payments and other credits will be 
invested in the selected Portfolio on the business day after posting. Free 
credit balances arising from the sale of securities will be invested into the 
selected Portfolio on the business day following settlement. Pershing will, 
however, hold back and not invest in the Fund sufficient monies to pay for 
security purchases which have not yet settled.

REDEMPTIONS
Pershing has instituted an automatic redemption for participants invested in 
the Fund. Pershing will redeem a sufficient number of shares on settlement date 
to pay for all securities transactions. If you intend to send funds to settle 
securities transactions, Pershing must receive these funds on the business day 
before the settlement date to prevent an automatic redemption. Shares may also 
be redeemed to meet any debits in the ProCASH PLUS Account arising from debit 
card and checking transactions and will be paid from your account on the day 
transactions are posted.



                           ADDITIONAL  INFORMATION
_______________________________________________________________________________

Share Price.  Shares are sold and redeemed on a continuous basis without sales 
or redemption charges at their net asset value which is expected to be constant 
at $1.00 per share, although this price is not guaranteed. The net asset value 
of the Fund's shares is determined each business day at 12:00 Noon and 4:00 
p.m. (New York time). The net asset value per share of the Fund is calculated 
by taking the sum of the value of the Fund's investments (amortized cost value 
is used for this purpose) and any cash or other assets, subtracting 
liabilities, and dividing by the total number of shares outstanding. All 
expenses, including the fees payable to the Adviser, are accrued daily.

Timing of Investments and Redemptions.  The Fund has two transaction times each 
business day, 12:00 Noon and 4:00 p.m. (New York time). New investments 
represented by Federal funds or bank wire monies received by State Street Bank 
at any time during a day prior to 4:00 p.m. are entitled to the full dividend 
to be paid to shareholders for that day. Shares do not earn dividends on the 
day a redemption is effected regardless of whether the redemption order is 
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 drastic economic or market developments, shareholders might have 
difficulty in reaching Alliance Fund Services, Inc. by telephone in which event 
the shareholder should issue written instructions to Alliance 


9



Fund Services, Inc. at the address shown in this prospectus. The Fund reserves 
the right to suspend or terminate their telephone 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 to purchase or sell 
shares. The Fund will employ reasonable procedures in order to verify that 
telephone requests are genuine and could be liable for losses arising from 
unauthorized transactions if it failed to do so. Selected dealers or agents may 
charge a commission for handling telephone requests for redemptions.

Redemption proceeds are normally wired or mailed either the same or the next 
business day, but in no event later than seven days, unless redemptions have 
been suspended or postponed due to the determination of an "emergency" by the 
Securities and Exchange Commission or to certain other unusual conditions.

Daily Dividends, Other Distributions, Taxes.  All net income of the Fund is 
determined each business day at 4:00 p.m. (New York time) and is paid 
immediately thereafter pro rata to shareholders of the Fund of record via 
automatic investment in additional full and fractional shares of the Fund in 
each shareholder's account. As such additional shares are entitled to dividends 
on following days, a compounding growth of income occurs.

Net income consists of all accrued interest income on Fund assets less the 
Fund's expenses applicable to that dividend period. Realized gains and losses 
are reflected in its net asset value and are not included in net income.

Distributions to you out of tax-exempt interest income earned by each Portfolio 
of Alliance Municipal Trust are not subject to Federal income tax (other than 
the AMT), but, in the case of the General Portfolio, may be subject to state or 
local income taxes. Any exempt interest dividends derived from interest on 
municipal securities subject to the AMT will be a specific preference item for 
purposes of the Federal individual and corporate AMT. 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. Distributions to residents of California out of income 
earned by the California Portfolio 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 securities are exempt from Connecticut personal 
income taxes. Distributions to residents 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. Dividends paid by the Florida Portfolio 
to individual Florida shareholders will not be subject to Florida income tax, 
which is imposed only on corporations. However, Florida currently imposes an 
"intangible tax" at the rate of $2.00 per $1,000 taxable value of certain 
securities, such as shares of the Portfolio, and other 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 
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 corporate shareholders will be subject to Florida 
corporate income tax. Distributions to residents of Massachusetts out of 
interest earned by the Massachusetts Portfolio from Massachusetts municipal 
securities are exempt from Massachusetts state personal income taxes. 
Distributions out of taxable interest income, other investment income, and 
short-term capital gains are taxable to you as ordinary income and 
distributions of long-term capital gains, if any, are taxable as long-term 
capital gains irrespective of the length of time you may have held your shares. 
Distributions of short and long-term capital gains, if any, are 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.


10



The Adviser.  The Fund retains Alliance Capital Management L.P., 1345 Avenue of 
the Americas, New York, NY 10105 under separate Advisory Agreements to provide 
investment advice and, in general, to supervise its management and investment 
program, subject to the general control of the Trustees of the Fund. For the 
fiscal year ended June 30, 1997, the General, New York, California, 
Connecticut, New Jersey, Virginia and Florida Portfolios each paid the Adviser 
an advisory fee at an annual rate of .50, .41, .50, .30, .33, .25 and .15 of 
1%, respectively, of the average daily value of the respective Portfolio's net 
assets. For the period ended June 30, 1997, the Adviser waived the advisory fee 
for AMT-MA.
The Adviser is a leading international investment manager, supervising client 
accounts with assets as of September 30, 1997 totaling more than $217 billion 
(of which more than $81 billion represented the assets of investment 
companies). The Adviser's clients are primarily major corporate employee 
benefit plans, public employee retirement plans, insurance companies, banks, 
foundations and endowment funds. The 54 registered investment companies managed 
by the Adviser comprising 116 separate investment portfolios currently have 
over two million shareholders. As of September 30, 1997, the Adviser was 
retained as an investment manager of employee benefit fund assets for 28 of the 
Fortune 100 companies.

Alliance Capital Management Corporation, the sole general partner of, and the 
owner of a 1% general partnership interest in, the Adviser, is an indirect 
wholly owned subsidiary of The Equitable Life Assurance Society of the United 
States, one of the largest life insurance companies in the United States, which 
is a wholly owned subsidiary of The Equitable Companies Incorporated, a holding 
company controlled by AXA, a French insurance holding company. Certain 
information concerning the ownership and control of Equitable by AXA is set 
forth in each Fund's Statement of Additional Information under "Management of 
the Fund."

Under a Distribution Services Agreement (the "Agreement"), each Fund pays the 
Adviser at a maximum annual rate of .25 of 1% of the Fund's aggregate average 
daily net assets. For the period ended June 30, 1997, the General, New York, 
California, Connecticut, New Jersey, Virginia and Florida Portfolio each paid 
the Adviser a distribution services fee at an annual rate of .25, .15, .22, 
 .15, .15, .15 and .15 of 1%, respectively, of the average daily value of the 
net assets of each Portfolio. For the period ended June 30, 1997, the 
distribution payment was waived for AMT-MA. Substantially all such monies 
(together with significant amounts from the Adviser's own resources) are paid 
by the Adviser to broker-dealers and other financial intermediaries for their 
distribution assistance and to banks and other depository institutions for 
administrative and accounting services provided to the Fund, with any remaining 
amounts being used to partially defray other expenses incurred by the Adviser 
in distributing the Fund's shares. The Fund believes that the administrative 
services provided by depository institutions are permissible activities under 
present banking laws and regulations and will take appropriate actions (which 
should not adversely affect the Fund or its shareholders) in the future to 
maintain such legal conformity should any changes in, or interpretations of, 
such laws or regulations occur.

The Adviser will reimburse the Fund to the extent that aggregate operating 
expenses of the Fund (including the Adviser's fee and expenses incurred under 
the Agreement) exceed 1% of its average daily net assets for any fiscal year.

Custodian, Transfer Agent and Distributor.  State Street Bank and Trust 
Company, 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 
Distributors, 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 
registered under the 1940 Act. The Fund was reorganized as a Massachusetts 
business trust in April 1985, having previously been a Maryland corporation 
since its formation in January 1983. The Fund's activities are supervised by 
its Trustees. Normally, shares of each series are entitled to one vote per 
share, and vote as a single series, on matters that affect each series in 
substantially the same manner. Massachusetts law does not require annual 
meetings of 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.

Reports.  You receive semi-annual and annual reports for the Fund as well as a 
monthly summary of your account.


11



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