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This is filed pursuant to Rule 497(e).
The Alliance Portfolios--
Alliance Short-Term
Alliance Capital [LOGO](R) U.S. Government Fund
_________________________________________________________________
Supplement dated April 21, 1997 to the Statement of Additional
Information dated November 1, 1996 of Alliance Short-Term U.S.
Government Fund (the "Fund").
The Fund has expanded the categories of investors
eligible to purchase Class A shares at net asset value.
Accordingly, under "Purchase of Shares--Class A Shares--Sales at
Net Asset Value," clauses (iv), (v) and (vi) listing categories
of eligible investors are renumbered as clauses (v), (vi) and
(vii), respectively. In addition, new clause (iv) is added and
renumbered clause (v) is revised, as follows:
(iv) registered investment advisers or other
financial intermediaries who charge a
management, consulting or other fee for their
services and who purchase shares through a
broker or agent approved by the Principal
Underwriter and clients of such registered
investment advisers or financial
intermediaries whose accounts are linked to
the master account of such investment adviser
or financial intermediary on the books of such
approved broker or agent; (v) persons
participating in a fee-based program,
sponsored and maintained by a registered
broker-dealer or other financial intermediary
and approved by the Principal Underwriter,
pursuant to which such persons pay an
asset-based fee to such broker-dealer or
financial intermediary, or its affiliate or
agent, for service in the nature of investment
advisory or administrative services;
The Fund has also expanded the categories of investors
who would be eligible to purchase Advisor Class shares of the
Fund in the event it begins to offer such shares. Accordingly,
the first sentence of the second paragraph under "Purchase of
Shares--General" is superseded as follows:
Advisor Class shares of the Fund may be
purchased and held solely (i) through accounts
established under fee-based programs,
sponsored and maintained by registered broker-
dealers or other financial intermediaries and
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approved by the Principal Underwriter,
(ii) through self-directed defined
contribution employee benefit plans (e.g.,
401(k) plans) that have at least 1,000
participants or $25 million in assets, (iii)
by the categories of investors described in
clauses (i) through (iv) [as set forth above
in this Supplement] under "--Sales at Net
Asset Value" (other than officers, directors
and present and full-time employees of
selected dealers or agents, or relatives of
such person, or any trust, individual
retirement account or retirement plan account
for the benefit of such relative, none of whom
is eligible on the basis solely of such status
to purchase and hold Advisor Class shares), or
(iv) by directors and present or retired full-
time employees of Koll Real Estate Services.
The disclosure under "Purchase of Shares--General" is
also revised to provide that:
A transaction, service, administrative or
other similar fee may be charged by your
broker-dealer, agent, financial intermediary
or other financial representative with respect
to the purchase, sale or exchange of Class A,
Class B, Class C or Advisor Class shares made
through such financial representative. Such
financial intermediaries may also impose
requirements with respect to the purchase,
sale or exchange of shares that are different
from, or in addition to, those imposed by the
Fund, including requirements as to the minimum
initial and subsequent investment amounts.
and
Effective April 21, 1997, the Principal
Underwriter will reject any purchase order for
Class C shares of $1,000,000 or more, as
investors intending to purchase shares in such
amounts are advised to inquire whether to
purchase Class A shares instead.
The first two sentences in the first paragraph
under "Purchase of Shares--Conversion of Advisor Class
Shares to Class A Shares" are superseded as follows:
Advisor Class shares may be held solely
through the fee-based program accounts,
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employee benefit plans and registered
investment advisory or other financial
intermediary relationships described above
under "Purchase of Shares--General," and by
investment advisory clients of, and certain
other persons associated with, the Adviser and
its affiliates or the Fund. If (i) a holder
of Advisor Class shares ceases to participate
in the fee-based program or plan, or to be
associated with the investment adviser or
financial intermediary that satisfies the
requirements to purchase shares set forth
under "Purchase of Shares--General" or
(ii) the holder is otherwise no longer
eligible to purchase Advisor Class shares as
described in the Advisor Class Prospectus and
this Statement of Additional Information
(each, a "Conversion Event"), then all Advisor
Class shares held by the shareholder will
convert automatically and without notice to
the shareholder, other than the notice
contained in the Advisor Class Prospectus and
this Statement of Additional Information, to
Class A shares of the Fund during the calendar
month following the month in which the Fund is
informed of the occurrence of the Conversion
Event.
(R) This is a registered mark used under license from the owner,
Alliance Capital Management L.P.
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00250184.AS8
