AFD EXCHANGE RESERVES
N-30D, 1996-05-28
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                            AFD EXCHANGE RESERVES


                              SEMI-ANNUAL REPORT
                                MARCH 31, 1996
                                 (UNAUDITED)



Letter To Shareholders                                    AFD Exchange Reserves
_______________________________________________________________________________


April 25, 1996

Dear Shareholder:

We are pleased to provide an overview of market and Fund activity during AFD 
Exchange Reserves' semi-annual reporting period ended March 31, 1996. AFD 
Exchange Reserves serves as the money market fund* exchange vehicle for the 
Alliance mutual funds. The Fund's investment objective is to provide maximum 
current income consistent with safety of principal and liquidity.

The Fund's assets at the end of March totaled approximately $116.9 million. The 
Fund remains invested in high quality money market securities, which include 
marketable obligations issued or guaranteed by the U.S. Government and its 
agencies. As of March 31, the average weighted maturity of the portfolio was 45 
days.

Economic Commentary
During the reporting period, the Federal Reserve Board lowered short-term 
interest rates twice, in 25 basis-point increments, bringing the Federal Funds 
rate to 5.25%. The U.S. economy appears to be healthy, with modest growth 
expected in the period ahead and falling into the 2%-2.5% range by year end. 
With a gradually strengthening economy and steady inflation, we expect no 
Federal Reserve action on interest rates over the medium term.

Thank you for your interest and your investment in AFD Exchange Reserves.

Sincerely,

John D. Carifa
Chairman and President


*  Investments in money market funds are neither insured nor guaranteed by the 
U.S. Government and there is no assurance that they will be able to maintain a 
stable net asset value of $1.00.



STATEMENT OF NET ASSETS
March 31, 1996 (unaudited)                                AFD Exchange Reserves
_______________________________________________________________________________

 Principal
  Amount
   (000)     Security                             Yield          Value
- ------------------------------------------------------------------------
           U.S. GOVERNMENT & AGENCY OBLIGATIONS--99.8%
           FEDERAL NATIONAL MORTGAGE ASSOCIATION--47.8%
  25,000     5/14/96                               4.97%    $ 24,851,590
  15,000     4/10/96                               5.16       14,980,650
   6,000     4/24/96                               5.30        5,979,683
  10,000     5.12%, 4/04/97 FRN                    5.22        9,995,282
                                                             -----------
                                                              55,807,205
 
           FEDERAL HOME LOAN MORTGAGE CORP.--21.7%
   3,000     5/06/96                               5.02        2,985,358
  12,000     4/08/96                               5.28       11,987,680
   4,000     4/22/96                               5.28        3,987,680
   6,341     4/04/96                               5.37        6,338,163
                                                             -----------
                                                              25,298,881
 
           FEDERAL HOME LOAN BANK--13.3%
   4,000     5/15/96                               4.99        3,975,604
   4,650     6/14/96                               5.02        4,602,017
   7,000     5/13/96                               5.33        6,956,472
                                                             -----------
                                                              15,534,093
 
           FEDERAL FARM CREDIT BANK--12.7%
  15,000     5/29/96                               5.35       14,870,708
 
           U.S. TREASURY NOTES--4.3%
   5,000     6.88%, 3/31/97                        5.52        5,065,217
 
           TOTAL INVESTMENTS--99.8%
             (amortized cost $116,576,104)                   116,576,104
             Other assets less liabilities--0.2%                 284,292

           NET ASSETS--100%
             (offering and redemption price of $1.00 
             per share; 35,873,496 Class A shares;
             66,412,287 Class B shares and 14,576,601 
             Class C shares outstanding)                    $116,860,396


Glossary of Terms:
FRN - Floating Rate Note

See notes to financial statements.



STATEMENT OF OPERATIONS
Six Months Ended March 31, 1996 (unaudited)               AFD Exchange Reserves
_______________________________________________________________________________

INVESTMENT INCOME
  Interest                                                          $3,331,541
 
EXPENSES
  Advisory fee                                           $150,236 
  Distribution fee-Class A                                 99,911 
  Distribution fee-Class B                                338,744 
  Distribution fee-Class C                                 46,783 
  Transfer Agency                                          98,603 
  Administrative                                           46,250 
  Registration fees                                        45,477 
  Custodian                                                26,436 
  Amortization of organizational expense                   25,256 
  Audit and legal                                          23,416 
  Trustees' fees                                           12,075 
  Printing                                                  9,502 
  Miscellaneous                                             4,500 
  Total expenses                                                       927,189
  Net investment income                                              2,404,352
 
REALIZED GAIN ON INVESTMENTS
  Net realized gain on investments                                         303
 
NET INCREASE IN NET ASSETS FROM OPERATIONS                          $2,404,655



STATEMENTS OF CHANGES IN NET ASSETS
_______________________________________________________________________________

                                                Six Months Ended
                                                   March 31,1996    Year Ended
                                                    (unaudited)    Sep. 30,1995
                                                  --------------  -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
  Net investment income                            $  2,404,352   $  5,170,964
  Net realized gain (loss) on investments                   303         (1,256)
  Net increase in net assets from operations          2,404,655      5,169,708
 
DIVIDENDS TO SHAREHOLDERS FROM:
  Net investment income
    Class A                                            (856,394)    (1,730,554)
    Class B                                          (1,296,715)    (2,869,673)
    Class C                                            (251,243)      (570,737)
 
TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
  Net increase                                          202,520     62,057,743
  Total increase                                        202,823     62,056,487
 
NET ASSETS
  Beginning of period                               116,657,573     54,601,086
  End of period                                    $116,860,396   $116,657,573


See notes to financial statements.



Notes To Financial Statements
March 31, 1996 (unaudited)                                AFD Exchange Reserves
_______________________________________________________________________________

NOTE A: SIGNIFICANT ACCOUNTING POLICIES
AFD Exchange Reserves (the "Fund") is registered under the Investment Company 
Act of 1940 as a diversified open-end investment company. The Fund offers Class 
A, Class B and Class C shares. All three classes of shares have identical 
voting, dividend, liquidation and other rights, except that each class bears 
its own distribution and transfer agency expenses and has exclusive voting 
rights with respect to its distribution plan.

Class A shares are sold for cash without any initial sales charge at the time 
of purchase. On cash purchases of $1,000,000 or more, however, a contingent 
deferred sales charge ("CDSC") equal to 1% of the lesser of net asset value at 
the time of redemption or original cost if redeemed within one year will be 
charged. Class A shares may be exchanged for Class A shares of other Alliance 
Mutual Funds, subject, in the case of Class A shares of the Fund that were 
purchased for cash, to any applicable initial sales charge at the time of 
exchange. Class A shares of the Fund also are offered in exchange for Class A 
shares of other Alliance Mutual Funds without any sales charge at the time of 
purchase, but on Class A shares that were received in exchange for Alliance 
Mutual Fund Class A shares that were not subject to an initial sales charge 
when originally purchased for cash because the purchase was of $1,000,000 or 
more, a 1% CDSC may be assessed if shares of the Fund are redeemed within one 
year of the Alliance Mutual Fund Class A shares originally purchased for cash. 

Class B shares are sold for cash without an initial sales charge. However, a 
CDSC is charged if shares are redeemed within four years after purchase. The 
CDSC charge declines from 4% to zero depending on the period of time the shares 
are held. Class B shares purchased for cash will automatically convert to Class 
A shares after eight years. Class B shares may be exchanged for Class B shares 
of other Alliance Mutual Funds. Class B shares also are offered in exchange for 
Class B shares of other Alliance Mutual Funds without any initial sales charge. 
However, a CDSC may be charged if shares are redeemed within a certain number 
of years of the original purchase of Alliance Mutual Fund Class B shares. When 
redemption occurs, the applicable CDSC schedule is that which applied to the 
Alliance Mutual Fund Class B shares originally purchased for cash at the time 
of their purchase. 

Class C shares are sold for cash or in exchange for Class C shares of another 
Alliance Mutual Fund without any initial sales charge or CDSC. Class C shares 
do not convert to any other class of shares of the Fund. Class C shares may be 
exchanged for Class C shares of other Alliance Mutual Funds.

The following is a summary of significant accounting policies followed by the 
Fund.

1. VALUATION OF SECURITIES
Securities in which the Fund invests are traded primarily in the 
over-the-counter market and are valued at amortized cost, under which method a 
portfolio instrument is valued at cost and any premium or discount is amortized 
on a constant basis to maturity.

2. ORGANIZATION EXPENSES
Organization expenses of approximately $252,000 have been deferred and are 
being amortized on a straight-line basis through March, 1999.

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

4. DIVIDENDS
The Fund declares dividends daily and automatically reinvests such dividends in 
additional shares at net asset value. Net realized capital gains on 
investments, if any, are expected to be distributed near calendar year end.

5. INVESTMENT INCOME AND SECURITY TRANSACTIONS
Interest income is accrued daily.  Security transactions are recorded on the 
date securities are purchased or sold.  Security gains and losses are 
determined on the identified cost basis.  It is the Fund's policy to take 
possession of securities as collateral under repurchase agreements and to 
determine on a daily basis that the value of such securities are sufficient to 
cover the value of the repurchase agreements.



                                                          AFD Exchange Reserves
_______________________________________________________________________________

NOTE B: ADVISORY FEE AND OTHER TRANSACTIONS WITH  AFFILIATES
The Fund pays its Adviser, Alliance Capital Management L.P. an advisory fee at 
the annual rate of .25 of 1% on the first $1.25 billion of average daily net 
assets; .24 of 1% on the next $.25 billion; .23 of 1% on the next $.25 billion; 
 .22 of 1% on the next $.25 billion; .21 of 1% on the next $1 billion; and .20 
of 1% in excess of $3 billion.  In addition to the advisory fee, the Fund also 
reimburses the Adviser for certain legal and accounting services provided to 
the Fund by the Adviser. For the six months ended March 31, 1996, the Fund 
incurred costs of $46,250. 

The Fund compensates Alliance Fund Services, Inc. (a wholly-owned subsidiary of 
the Adviser) for providing personnel and facilities to perform transfer agency 
services. Such compensation amounted to $70,032 for the six months ended March 
31, 1996.


NOTE C: DISTRIBUTION SERVICES AGREEMENT
The Fund has adopted a Distribution Services Agreement (the "Agreement") 
pursuant to Rule 12B-1 under the Investment Company Act of 1940 for Class A, 
Class B and Class C.  Under the Agreement, the Fund pays a distribution fee to 
the Distributor at an annual rate of up to .50 of 1% of the Fund's average 
daily net assets attributable to Class A shares, 1.00% of the average daily net 
assets attributable to Class B shares and .75 of 1% of the average daily net 
assets attributable to Class C shares.  Such fee is accrued daily and paid 
monthly. The Agreement provides that the Distributor will use such payments in 
their entirety for distribution assistance and promotional activities.  The 
Agreement also provides that the Adviser may use its own resources to finance 
the distribution of the Fund's shares.

NOTE D: INVESTMENT TRANSACTIONS
At March 31, 1996, the cost of securities for federal income tax purposes was 
the same as the cost for financial reporting purposes.  At March 31, 1996, the 
Portfolio had a capital loss carryforward of $2,291 of which $1,035 expires in 
2002 and $1,256 expires in 2003.


NOTE E: TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST
An unlimited number of shares ($.001 par value) are authorized. At March 31, 
1996, capital paid-in aggre-gated $35,873,496 for Class A, $66,412,287 for 
Class B and $14,576,601 for Class C.  Transactions, all at $1.00 per share, 
were as follows: 


                                                              Class A       
                                                -------------------------------
                                                Six Months Ended       
                                                   March 31,1996   Year Ended
                                                    (unaudited)   Sep. 30,1995
                                                   -------------  -------------
Shares sold. . . . . . . . . . . . . . . . .        207,427,884    254,814,516
Shares issued on reinvestments of dividends.            844,886      1,730,554
Shares redeemed. . . . . . . . . . . . . . .       (213,519,353)  (233,640,310)
Net increase (decrease). . . . . . . . . . .         (5,246,583)    22,904,760


                                                              Class B       
                                                -------------------------------
                                                Six Months Ended       
                                                   March 31,1996   Year Ended
                                                    (unaudited)   Sep. 30,1995
                                                   -------------  -------------
Shares sold. . . . . . . . . . . . . . . . .         84,091,853    235,826,904
Shares issued on reinvestments of dividends.          1,277,772      2,869,673
Shares redeemed. . . . . . . . . . . . . . .        (84,228,125)  (204,665,847)
Net increase . . . . . . . . . . . . . . . .          1,141,500     34,030,730


                                                             Class C       
                                                -------------------------------
                                                Six Months Ended       
                                                   March 31,1996   Year Ended
                                                    (unaudited)   Sep. 30,1995
                                                   -------------  -------------
Shares sold. . . . . . . . . . . . . . . . .         34,051,660     72,011,656
Shares issued on reinvestments of dividends.            246,784        570,737
Shares redeemed. . . . . . . . . . . . . . .        (29,990,841)   (67,460,140)
Net increase . . . . . . . . . . . . . . . .          4,307,603      5,122,253



Notes To Financial Statements (continued)                 AFD Exchange Reserves
_______________________________________________________________________________

NOTE F: FINANCIAL HIGHLIGHTS
Selected data for a share outstanding throughout each period.


                                                       Class A      
                                       ---------------------------------------
                                                                     March 25,
                                     Six Months Ended  Year Ended   1994(a) to
                                        Mar. 31,1996    Sep. 30,     Sep. 30,
                                         (unaudited)      1995        1994
                                       --------------  ---------  ------------
Net asset value, beginning of period .     $ 1.00        $ 1.00     $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income. . . . . . . . .      .0216         .0453      .0126

LESS: DISTRIBUTIONS
Dividends from net investment income .     (.0216)       (.0453)    (.0126)
Net asset value, end of period . . . .     $ 1.00        $ 1.00     $ 1.00

TOTAL RETURN
Total investment return based on 
  net asset value (b). . . . . . . . .       4.36%(c)      4.64%      2.45%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)       $36           $41        $18
Ratio of average net assets to:
  Expenses, net of waivers . . . . . .       1.23%(c)      1.21%      1.82%(c)
  Expenses, before waivers . . . . . .       1.23%(c)      1.29%      1.82%(c)
  Net investment income (d). . . . . .       4.29%(c)      4.63%      2.62%(c)


                                                     Class B     
                                       ---------------------------------------
                                                                     March 25,
                                     Six Months Ended  Year Ended   1994(a) to
                                        Mar. 31,1996    Sep. 30,     Sep. 30,
                                         (unaudited)      1995        1994
                                       --------------  ---------  ------------
Net asset value, beginning of period .     $ 1.00        $ 1.00     $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income. . . . . . . . .      .0191         .0404      .0101

LESS: DISTRIBUTIONS
Dividends from net investment income .     (.0191)       (.0404)    (.0101)
Net asset value, end of period . . . .     $ 1.00        $ 1.00     $ 1.00

TOTAL RETURN
Total investment return based on 
  net asset value (b). . . . . . . . .       3.85%(c)      4.12%      1.95%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)       $66           $65        $31
Ratio of average net assets to:
  Expenses, net of waivers . . . . . .       1.74%(c)      1.70%      2.35%(c)
  Expenses, before waivers . . . . . .       1.74%(c)      1.78%      2.35%(c)
  Net investment income (d). . . . . .       3.83%(c)      4.17%      1.91%(c)


(a)  Commencement of operations.

(B)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.  Contingent deferred sales charge is 
not reflected in the calculation of total investment return.

(C)  Annualized.

(D)  Net of expenses waived by the Adviser.



                                                          AFD Exchange Reserves
_______________________________________________________________________________

a                                                     Class C     
                                       ---------------------------------------
                                                                     March 25,
                                     Six Months Ended  Year Ended   1994(a) to
                                        Mar. 31,1996    Sep. 30,     Sep. 30,
                                         (unaudited)      1995        1994
                                       --------------  ---------  ------------
Net asset value, beginning of period .     $ 1.00        $ 1.00     $ 1.00

INCOME FROM INVESTMENT OPERATIONS
Net investment income. . . . . . . . .      .0203         .0430      .0112

LESS: DISTRIBUTIONS
Dividends from net investment income .     (.0203)       (.0430)    (.0112)
Net asset value, end of period . . . .     $ 1.00        $ 1.00     $ 1.00

TOTAL RETURN
Total investment return based on 
  net asset value (b). . . . . . . . .       4.10%(c)      4.39%      2.18%(c)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in millions)       $15           $10         $5
Ratio of average net assets to:
  Expenses, net of waivers . . . . . .       1.48%(c)      1.45%      2.08%(c)
  Expenses, before waivers . . . . . .       1.48%(c)      1.52%      2.08%(c)
  Net investment income (d). . . . . .       4.03%(c)      4.41%      2.14%(c)


(a)  Commencement of operations.

(B)  Total investment return is calculated assuming an initial investment made 
at the net asset value at the beginning of the period, reinvestment of all 
dividends and distributions at net asset value during the period, and 
redemption on the last day of the period.  Contingent deferred sales charge is 
not reflected in the calculation of total investment return.

(C)  Annualized.

(D)  Net of expenses waived by the Adviser.



                                                          AFD Exchange Reserves
_______________________________________________________________________________

AFD Exchange Reserves
1345 Avenue of the Americas
New York, NY  10105
Toll-free 1(800) 221-5672


TRUSTEES
John D. Carifa, Chairman and President
Ruth Block (1)
David H. Dievler (1)
John H. Dobkin (1)
William H. Foulk, Jr. (1)
James M. Hester (1)
Clifford L. Michel (1)
Robert C. White (1)

OFFICERS
Kathleen A. Corbet, Senior Vice President
Wayne D. Lyski, Senior Vice President
John F. Chiodi, Jr., Vice President
Pamela F. Richardson, Vice President
Edmund P. Bergan, Jr., Secretary
Mark D. Gersten, Treasurer & Chief Financial Officer
Joseph J. Mantineo, Controller

CUSTODIAN
State Street Bank and Trust Company
P.O. Box 1912
Boston, MA 02105

LEGAL COUNSEL
Seward & Kissel
One Battery Park Plaza
New York, NY 10004

AUDITORS
McGladrey & Pullen, LLP
555 Fifth Avenue
New York, NY 10017

TRANSFER AGENT
Alliance Fund Services, Inc.
P.O. Box 1520
Secaucus, NJ 07096-1520

DISTRIBUTOR
Alliance Fund Distributors, Inc.
1345 Avenue of the Americas
New York, NY 10105


(1)  Member of the audit committee.

Distribution of this report other than to shareholders must be preceded or 
accompanied by the Fund's current prospectus, which contains further 
information about the Fund.

R  These registered service marks used under license from the owner, Alliance 
Capital Management L.P.



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