ALLIANCE MUNICIPAL TRUST
497, 1999-03-31
Previous: COLUMBIA FIXED INCOME SECURITIES FUND INC, 24F-2NT, 1999-03-31
Next: ALLIANCE MUNICIPAL TRUST, 497, 1999-03-31




     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 30, 1998, 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 .....................................................  11
- --------------------------------------------------------------------------------

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

                                     [LOGO]
                                PROCASH PLUS(TM)

                                PROSPECTUS
                                    OCTOBER 30, 1998

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

                                    PERSHING
                                  Division of
              DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
               One Pershing Plaza, Jersey City, New Jersey 07399
                  Member NASD, Member New York Stock Exchange,
                    Other Principal Exchanges, Member SIPC.

- --------------------------------------------------------------------------------
<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
(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       $55       $122

      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-NY,
AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA are net of the contractual
reimbursement by the Adviser described in this prospectus. The expenses of such
Portfolios, before expense reimbursements, would be: AMT-NY: Management Fees. --
 .50%, 12b-1 Fees -- .25%, Other Expenses -- .26% and Total Operating Expenses --
1.01%; 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 -- .32% and Total Operating Expenses --
1.07%; AMT-VA: Management Fee -- .50%, 12b-1 Fees-.25%, Other Expenses -- .28%
and Total Operating Expenses -- 1.03%; AMT-FL: Management Fee -- .50%, 12b-1
Fees-.25%, Other Expenses -- .31% and Total Operating Expenses -- 1.06%; and
AMT-MA: Management Fees -- .50%, 12b-1 Fees -- .25%, Other Expenses -- .62% and
Total Operating Expenses -- 1.37%. 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 o For a share outstanding throughout each period (audited)
- --------------------------------------------------------------------------------

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

Alliance Municipal Trust

<TABLE>
<CAPTION>
                                                                       General Portfolio
                                                 -----------------------------------------------------------------
                                                                        Year Ended June 30,         
                                                 -----------------------------------------------------------------
                                                  1998      1997     1996      1995         1994        1993     
                                                 ------    ------   ------    ------       ------      ------     
<S>                                              <C>       <C>      <C>       <C>          <C>         <C>        
Net asset value, beginning of period ..........  $ 1.00    $ 1.00   $ 1.00    $ 1.00       $ 1.00      $ 1.00     
                                                 ------    ------   ------    ------       ------      ------     
Income from Investment Operations
Net investment income .........................    .028      .028     .029      .028(d)      .018(d)     .020(d)  
Net realized and unrealized loss on investments     -0-       -0-      -0-     (.003)         -0-         -0-     
                                                 ------    ------   ------    ------       ------      ------     
Net increase in net asset value from operations    .028      .028     .029      .025         .018        .020     
                                                 ------    ------   ------    ------       ------      ------     

Add: Capital Contributions
Capital Contributed by the Adviser ............     -0-       -0-      -0-      .003          -0-         -0-     

Less: Dividends
Dividends from net investment income ..........   (.028)    (.028)   (.029)    (.028)       (.018)      (.020)    
                                                 ------    ------   ------    ------       ------      ------     
Net asset value, end of period ................  $ 1.00    $ 1.00   $ 1.00    $ 1.00       $ 1.00      $ 1.00     
                                                 ======    ======   ======    ======       ======      ======     

Total Return
Total investment return based on net asset
  value (a) ...................................    2.85%     2.81%    2.93%     2.83%(c)     1.81%       2.05%    

Ratios/Supplemental Data
Net assets, end of period (in millions) .......  $1,196    $  980   $1,148    $1,189       $1,134      $1,016     
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements .     .98%      .94%     .95%      .94%         .92%        .92%    
  Expenses, before waivers and reimbursements .     .98%      .94%     .95%      .95%         .94%        .94%    
  Net investment income (d) ...................    2.81%     2.76%    2.90%     2.78%        1.80%       2.02%    

<CAPTION>
                                                              General Portfolio
                                                 ---------------------------------------------
                                                                          Six Months      Year
                                                    Year Ended June 30,      Ended       Ended
                                                 ------------------------   June 30,    Dec. 31,
                                                  1992     1991     1990     1989        1988
                                                 ------   ------   ------   ------      ------
<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 .........................    .034     .046     .055     .030        .047
Net realized and unrealized loss on investments     -0-      -0-      -0-      -0-         -0-
                                                 ------   ------   ------   ------      ------
Net increase in net asset value from operations    .034     .046     .055     .030        .047
                                                 ------   ------   ------   ------      ------

Add: Capital Contributions
Capital Contributed by the Adviser ............     -0-      -0-      -0-      -0-         -0-

Less: Dividends
Dividends from net investment income ..........   (.034)   (.046)   (.055)   (.030)      (.047)
                                                 ------   ------   ------   ------      ------
Net asset value, end of period ................  $ 1.00   $ 1.00   $ 1.00   $ 1.00      $ 1.00
                                                 ======   ======   ======   ======      ======

Total Return
Total investment return based on net asset
  value (a) ...................................    3.48%    4.71%    5.65%    6.13%(b)    4.81%

Ratios/Supplemental Data
Net assets, end of period (in millions) .......  $  914   $  883   $  798   $  695      $  633
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements .     .92%     .89%     .83%     .84%(b)     .83%
  Expenses, before waivers and reimbursements .     .95%     .95%     .93%     .94%(b)     .93%
  Net investment income (d) ...................    3.40%    4.57%    5.50%    5.96%(b)    4.69%
</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.


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                                    New York Portfolio
                                           ----------------------------------------------------------------
                                                                    Year Ended June 30,         
                                           ----------------------------------------------------------------
                                             1998       1997       1996       1995       1994       1993     
                                           --------   --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        
Net asset value, beginning of period ....  $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                                           --------   --------   --------   --------   --------   --------

Income from Investment Operations
Net investment income(a) ................      .027       .027       .028       .028       .018       .019
                                           --------   --------   --------   --------   --------   --------

Less: Dividends
Dividends from net investment income ....     (.027)     (.027)     (.028)     (.028)     (.018)     (.019)
                                           --------   --------   --------   --------   --------   --------
Net asset value, end of period ..........  $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                                           ========   ========   ========   ========   ========   ========

Total Return
Total investment return based on
  net asset value(b) ....................      2.74%      2.77%      2.87%      2.84%      1.77%      1.94%

Ratios/Supplemental Data
Net assets, end or period (000's omitted)  $520,562   $355,461   $330,984   $177,254   $162,839   $100,529
Ratio to average net assets of:
  Expenses, net of waivers and
    reimbursements ......................       .93%       .85%       .85%       .85%       .84%       .80%
  Expenses, before waivers and
    reimbursements ......................      1.01%      1.04%      1.03%      1.03%      1.08%      1.06%
  Net investment income(a) ..............      2.69%      2.73%      2.82%      2.81%      1.77%      1.91%

<CAPTION>
                                                         New York Portfolio
                                           ------------------------------------------------------
                                                                        Six Months       Year
                                               Year Ended June 30,         Ended         Ended
                                           --------------------------     June 30,       Dec. 31,
                                             1992       1991     1990       1989          1988
                                           --------   -------   -------   -------        -------
<S>                                        <C>        <C>       <C>       <C>            <C>   
Net asset value, beginning of period ....  $   1.00   $  1.00   $  1.00   $  1.00        $  1.00
                                           --------   -------   -------   -------        -------
                                                                                         
Income from Investment Operations                                                        
Net investment income(a) ................      .034      .042      .051      .027           .041
                                           --------   -------   -------   -------        -------
                                                                                         
Less: Dividends                                                                          
Dividends from net investment income ....     (.034)    (.042)    (.051)    (.027)         (.041)
                                           --------   -------   -------   -------        -------
Net asset value, end of period ..........  $   1.00   $  1.00   $  1.00   $  1.00        $  1.00
                                           ========   =======   =======   =======        =======
                                                                                         
Total Return                                                                             
Total investment return based on                                                         
  net asset value(b) ....................      3.47%     4.32%     5.26%     5.61%(c)       4.14%
                                                                                         
Ratios/Supplemental Data                                                                 
Net assets, end or period (000's omitted)  $100,476   $71,748   $62,536   $41,910        $41,335
Ratio to average net assets of:                                                          
  Expenses, net of waivers and                                                           
    reimbursements ......................       .80%      .80%      .80%      .85%(c)       1.00%
  Expenses, before waivers and                                                           
    reimbursements ......................      1.12%     1.15%     1.18%     1.35%(c)       1.33%
  Net investment income(a) ..............      3.35%     4.20%     5.13%     5.45%(c)       4.03%
</TABLE>

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

(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.

<TABLE>
<CAPTION>
                                                                   California Portfolio
                                           ----------------------------------------------------------------
                                                                    Year Ended June 30,         
                                           ----------------------------------------------------------------
                                             1998       1997       1996       1995       1994       1993     
                                           --------   --------   --------   --------   --------   --------
<S>                                        <C>        <C>        <C>        <C>        <C>        <C>        
Net asset value, beginning of period ....  $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                                           --------   --------   --------   --------   --------   --------
Income from Investment Operations
Net investment income(b) ................      .027       .027       .029       .027       .018       .020
                                           --------   --------   --------   --------   --------   --------

Less: Dividends
Dividends from net investment income ....     (.027)     (.027)     (.029)     (.027)     (.018)     (.020)
                                           --------   --------   --------   --------   --------   --------

Net asset value, end of period ..........  $   1.00   $   1.00   $   1.00   $   1.00   $   1.00   $   1.00
                                           ========   ========   ========   ========   ========   ========

Total Return
Total investment return based on
  net asset value (c) ...................      2.74%      2.76%      2.91%      2.78%      1.83%      2.05%
Ratios/Supplemental Data
Net assets, end of period (000's omitted)  $422,464   $357,148   $297,862   $236,479   $219,673   $156,200
Ratio to average net assets of:
  Expenses, net of waivers and
    reimbursements ......................       .96%       .93%       .93%       .93%       .93%       .93%
  Expenses, before waivers and
    reimbursements ......................       .97%       .96%       .94%      1.01%      1.02%      1.02%
  Net investment income(b) ..............      2.71%      2.73%      2.86%      2.75%      1.82%      2.01%

<CAPTION>
                                                             California Portfolio
                                           --------------------------------------------------------
                                                                          Six Months         Year
                                                Year Ended June 30,          Ended           Ended
                                           ----------------------------     June 30,        Dec. 31,
                                             1992       1991       1990       1989           1988
                                           --------   --------   --------   --------       --------
<S>                                        <C>        <C>        <C>        <C>            <C>   
Net asset value, beginning of period ....  $   1.00   $   1.00   $   1.00   $   1.00       $   1.00
                                           --------   --------   --------   --------       --------
Income from Investment Operations                                                          
Net investment income(b) ................      .032       .043       .050       .029           .030
                                           --------   --------   --------   --------       --------
                                                                                           
Less: Dividends                                                                            
Dividends from net investment income ....     (.032)     (.043)     (.050)     (.029)         (.030)
                                           --------   --------   --------   --------       --------

Net asset value, end of period ..........  $   1.00   $   1.00   $   1.00   $   1.00       $   1.00
                                           ========   ========   ========   ========       ========
                                                                                           
Total Return                                                                               
Total investment return based on                                                           
  net asset value (c) ...................      3.26%      4.43%      5.17%      6.02%(d)       5.20%(d)
Ratios/Supplemental Data                                                                   
Net assets, end of period (000's omitted)  $121,317   $111,957   $104,097   $242,124       $103,390
Ratio to average net assets of:                                                            
  Expenses, net of waivers and                                                             
    reimbursements ......................       .95%      1.00%       .99%       .92%(d)        .89%(d)
  Expenses, before waivers and                                                             
    reimbursements ......................      1.05%      1.10%      1.09%      1.02%(d)       1.10%(d)
  Net investment income(b) ..............      3.18%      4.32%      5.03%      5.90%(d)       5.21%(d)
</TABLE>

- ----------
(a)   Commencement of operations.

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

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

(d)   Annualized.


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                          Connecticut Portfolio
                                      ------------------------------------------------------------------------------------------
                                                                                                                      January 5,
                                                                                                                        1990(a)
                                                                       Year Ended June 30,                              through
                                      --------------------------------------------------------------------------------  June 30,
                                        1998       1997       1996      1995      1994      1993      1992      1991      1990
                                      --------   --------    -------   -------   -------   -------   -------   -------   -------
<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(b) ...........      .027       .027       .028      .028      .017      .020      .033      .045      .026
                                      --------   --------    -------   -------   -------   -------   -------   -------   -------

Less: Dividends
Dividends from net investment income     (.027)     (.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   $  1.00
                                      ========   ========    =======   =======   =======   =======   =======   =======   =======

Total Return
Total investment return based on
  net asset value(c) ...............      2.75%      2.76%      2.88%     2.78%     1.71%     2.00%     3.35%     4.57%     5.53%(d)

Ratios/Supplemental Data
Net assets, end of period
  (000's omitted) ..................  $124,107   $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 .................       .93%       .80%       .80%      .80%      .77%      .70%      .58%      .44%      .19%(d)
  Expenses, before waivers and
    reimbursements .................      1.06%      1.10%      1.15%     1.21%     1.21%     1.16%     1.22%     1.16%     1.10%(d)
  Net investment income(b) .........      2.69%      2.72%      2.84%     2.77%     1.69%     1.97%     3.28%     4.39%     5.39%(d)
</TABLE>

- ----------
(a)   Commencement of operations.

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

(d) 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.

(d)   Annualized.

<TABLE>
<CAPTION>
                                                         New Jersey Portfolio
                                           ----------------------------------------------------
                                                                                    February 7,
                                                                                     1994 (a)
                                                       Year Ended June 30,            through
                                           -----------------------------------------  June 30,
                                             1998        1997       1996      1995      1994
                                           --------    --------    -------   -------   -------
<S>                                        <C>         <C>         <C>       <C>       <C>    
Net asset value, beginning of period ....  $   1.00    $   1.00    $  1.00   $  1.00   $  1.00
                                           --------    --------    -------   -------   -------

Income from Investment Operations
Net investment income(b) ................      .026        .027       .028      .029      .008
                                           --------    --------    -------   -------   -------

Less: Dividends
Dividends from net investment income ....     (.026)      (.027)     (.028)    (.029)    (.008)
                                           --------    --------    -------   -------   -------
Net asset value, end of period ..........  $   1.00    $   1.00    $  1.00   $  1.00   $  1.00
                                           ========    ========    =======   =======   =======

Total Return
Total investment return based on
  net asset value(c) ....................      2.67%       2.72%      2.89%     2.93%     2.08%(d)

Ratios/Supplemental Data
Net assets, end of period (000's omitted)  $151,617    $123,579    $98,098   $74,133   $36,909
Ratio to average net assets of:
  Expenses, net of waivers and
    reimbursements ......................       .94%        .85%       .82%      .74%      .70%(d)
  Expenses, before waivers and
    reimbursements ......................      1.07%       1.12%      1.19%     1.29%     1.93%(d)
  Net investment income(b) ..............      2.63%       2.68%      2.84%     2.98%     2.07%(d)
</TABLE>

- ----------
(a)   Commencement of operations.

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

(d)   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.

(d)   Annualized.


                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                                         Virginia Portfolio
                                                         ----------------------------------------------------
                                                                                                  October 25,
                                                                                                    1994(a)  
                                                                    Year Ended June 30,             through  
                                                         -------------------------------------      June 30,
                                                           1998           1997          1996          1995
                                                         --------        -------       -------       -------
<S>                                                      <C>             <C>           <C>           <C>    
Net asset value, beginning of period ..............      $   1.00        $  1.00       $  1.00       $  1.00
                                                         --------        -------       -------       -------

Income from Investment Operations
Net investment income(b) ..........................          .029           .028          .029          .023
                                                         --------        -------       -------       -------

Less: Dividends
Dividends from net investment income ..............         (.029)         (.028)        (.029)        (.023)
                                                         --------        -------       -------       -------
Net asset value, end of period ....................      $   1.00        $  1.00       $  1.00       $  1.00
                                                         ========        =======       =======       =======

Total Return
Total investment return based on net asset value(c)          2.90%          2.83%         2.97%         3.48%(d)

Ratios/Supplemental Data
Net assets, end of period (000's omitted) .........      $123,822        $78,775       $89,557       $66,921
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements .....           .93%           .80%          .78%          .44%(d)
  Expenses, before waivers and reimbursements .....          1.03%          1.15%         1.15%         1.30%(d)
  Net investment income(b) ........................          2.86%          2.78%         2.91%         3.48%(d)
</TABLE>

- ----------
(a)   Commencement of operations.

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

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

(d)   Annualized.

<TABLE>
<CAPTION>
                                                                 Florida Portfolio
                                                         --------------------------------------
                                                                                      July 28,
                                                               Year Ended              1995(a)
                                                                 June 30,              through
                                                         -----------------------       June 30,
                                                           1998           1997          1996
                                                         --------        -------       -------
<S>                                                      <C>             <C>           <C>    
Net asset value, beginning of period ..............      $   1.00        $  1.00       $  1.00
                                                         --------        -------       -------

Income from Investment Operations
Net investment income(b) ..........................          .028           .030          .030
                                                         --------        -------       -------

Less: Dividends
Dividends from net investment income ..............         (.028)         (.030)        (.030)
                                                         --------        -------       -------
Net asset value, end of period ....................      $   1.00        $  1.00       $  1.00
                                                         ========        =======       =======

Total Return
Total investment return based on net asset value(c)          2.87%          3.03%         3.32%(d)

Ratios/Supplemental Data
Net assets, end of period (000's omitted) .........      $113,095        $89,149       $91,179
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements .....           .93%           .65%          .58%(d)
  Expenses, before waivers and reimbursements .....          1.06%          1.10%         1.24%(d)
  Net investment income(b) ........................          2.82%          2.97%         3.12%(d)
</TABLE>

- ----------
(a)   Commencement of operations.

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

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

(d)   Annualized.


                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                             Massachusetts Portfolio
                                                             ----------------------
                                                                           April 17,
                                                               Year         1997(a)
                                                              Ended         through
                                                             June 30,       June 30,
                                                               1998           1997
                                                             -------        -------
<S>                                                          <C>            <C>    
Net asset value, beginning of period ..................      $  1.00        $  1.00
                                                             -------        -------

Income from Investment Operations
Net investment income(b) ..............................         .028           .007
                                                             -------        -------

Less: Dividends
Dividends from net investment income ..................        (.028)         (.007)
                                                             -------        -------
Net asset value, end of period ........................      $  1.00        $  1.00
                                                             =======        =======

Total Return
Total investment return based on net asset value (c)(d)         2.83%          3.53%

Ratios/Supplemental Data
Net assets, end of period (000's omitted) .............      $27,832        $15,046
Ratio to average net assets of:
  Expenses, net of waivers and reimbursements(d) ......          .85%           .50%
  Expenses, before waivers and reimbursements (d) .....         1.37%          2.99%
  Net investment income (b)(d) ........................         2.80%          3.47%
</TABLE>

- ----------
(a)   Commencement of operations.

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

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

(d)   Annualized.

                                   ----------

      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. Further
information about the Fund's performance is contained in the annual report to
shareholders and State of Additional Information which may be obtained without
charge by contacting Alliance Fund Services, Inc. at the address shown in this
prospectus.

- --------------------------------------------------------------------------------
                       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 Portfolio,
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 ("Rule 2a-7") under the
Investment Company Act of 1940 (the "1940 Act"), as amended) and except when a
Portfolio assumes a temporary defensive position, at least 80% of each
Portfolio's total assets will be invested in such securities (as opposed to the
taxable investments described below). 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


                                       7
<PAGE>

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 1997, 100% of
the income of each Portfolio was exempt from Federal income taxes).

      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.

      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-


                                       8
<PAGE>

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.

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.

      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 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 assets
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 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.


                                       9
<PAGE>

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
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.

      As a matter of operating policy, the General Portfolio may invest no more
than 5% of its assets in the securities of any one issuer (as determined
pursuant to Rule 2a-7), except that the Portfolio may invest up to 25% of its
assets in the first tier securities (as defined in Rule 2a-7 and described in
the Statement of Additional Information) of a single issuer for a period of up
to three business days. Each remaining Portfolio may, with respect to 75% of its
assets, invest no more than 5% of its assets in the securities of any one
issuer; the remaining 25% of each such Portfolio's assets may be invested in
securities of one or more issuers provided that they are first tier securities.
Fundamental policy number (i) with respect to the General Portfolio and number
(ii) with respect to all other Portfolios would give the Portfolios the
investment latitude described therein only in the event Rule 2a-7 is further
amended in the future.

- --------------------------------------------------------------------------------
                        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.

      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


                                       10
<PAGE>

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. (Eastern 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. (Eastern 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, you might have difficulty
in reaching Alliance Fund Services, Inc. by telephone in which event the
shareholder should issue written instructions to Alliance Fund Services, Inc. at
the address shown in this prospectus. Alliance Fund Services, Inc. is not
responsible for the authenticity of telephone requests to purchase or sell
shares. Alliance Fund Services, Inc. will employ reasonable procedures to verify
that telephone requests are genuine and could be liable for losses arising from
unauthorized transactions if it failed to do so. Dealers or agents may charge a
commission for handling telephone requests. The telephone service may be
suspended or terminated at any time without notice.

      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. (Eastern 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.


                                       11
<PAGE>

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.

      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, 1998, AMT-General, AMT-NY, AMT-CA, AMT-CT,
AMT-NJ, AMT-VA, AMT-FL and AMT-MA, each paid the Adviser an advisory fee (net of
reimbursement for AMT-NY, AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA) at an
annual rate of .50, .47, .50, .41, .41, .44, .40 and .08 of 1%, respectively, of
the average daily value of the respective Portfolio's net assets.

      The Adviser is a leading international investment manager, supervising
client accounts with assets as of June 30, 1998 of more than $262 billion (of
which more than $107 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. The 58 registered investment companies managed by the Adviser
comprising 123 separate investment portfolios currently have more than 3.5
million shareholders. As of June 30, 1998, the Adviser was retained as an
investment manager for employee benefit plan assets for 32 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"), 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 period ended June 30, 1998, AMT-General,
AMT-NY, AMT-CA, AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA each paid the Adviser
a distribution services fee at an annual rate of .25, .21, .24, .21, .21, .21,
 .22 and .14 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 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 Funds' shares. The
Fund believes that the administrative services provided by depository
institutions are permissible activities under present banking laws and
regulations


                                       12
<PAGE>

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 Funds' 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.

      Year 2000. Many computer systems and applications in use today process
transactions using two digit date fields for the year of the transaction, rather
than the full four digits. If these systems are not modified or replaced,
transactions occurring after 1999 could be processed as year "1900," which could
result in processing inaccuracies and computer system failures. This is commonly
known as the Year 2000 problem. Should any of the computer systems employed by
the Fund's major service providers fail to process Year 2000 information
properly, that could have a significant negative impact on the Fund's operations
and the services that are provided to the Fund's shareholders.

      With respect to the Year 2000, the Fund has been advised that the Adviser,
Distributor and Transfer Agent (collectively, "Alliance") began to address the
Year 2000 issue several years ago in connection with the replacement or
upgrading of certain computer systems and applications. During 1997, Alliance
began a formal Year 2000 initiative, which established a structured and
coordinated process to deal with the Year 2000 issue. Alliance reports that it
has completed its assessment of the Year 2000 issues on its domestic and
international computer systems and applications. Currently, management of
Alliance expects that the required modifications for the majority of its
significant systems and applications that will be in use on January 1, 2000,
will be completed and tested by the end of 1998. Full integration testing of
these systems and testing of interfaces with third-party suppliers will continue
through 1999. At this time, management of Alliance believes that the costs
associated with resolving this issue will not have a material adverse effect on
its operations or on its ability to provide the level of services it currently
provides to the Fund.

      The Fund and Alliance have been advised by the Fund's Custodian that it is
also in the process of reviewing its systems with the same goals. As of the date
of this prospectus, the Funds and Alliance have no reason to believe that the
Custodian will be unable to achieve these goals.

      Fund Organization. AMT-General is a diversified, and AMT-NY, AMT-CA,
AMT-CT, AMT-NJ, AMT-VA, AMT-FL and AMT-MA are non-diversified series of Alliance
Municipal Trust, which is also an open-end management investment company
registered under the 1940 Act. 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 of Alliance Municipal Trust 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.


                                       13
<PAGE>

                        This page is intentionally blank.
<PAGE>

                        This page is intentionally blank.
<PAGE>

                        This page is intentionally blank.




<PAGE>

SEWARD & KISSEL
One Battery Park Plaza
New York, New York 10004

Telephone (212) 574-1200
Facsimile (212) 480-8421

March 31, 1999

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Alliance Municipal Trust
     File Nos.  2-79807 and 811-03586

Dear Sir or Madam:

On behalf of Alliance Municipal Trust, we hereby file a prospectus dated
October 30, 1998 pursuant to Rule 497(e) under the Securities Act of 1933.

Sincerely,

/s/ Nicholas C. Filla


00250185.AJ4








© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission