AB
ALLIANCEBERNSTEIN
   INVESTMENTS


                                             ALLIANCEBERNSTEIN EXCHANGE RESERVES
                                     ALLIANCEBERNSTEIN FIXED-INCOME SHARES, INC.
                                                      -GOVERNMENT STIF PORTFOLIO
_______________________________________________________________________________

Supplement dated May 14, 2010 to the Summary Prospectuses and Prospectuses dated
January 29, 2010 of AllianceBernstein Exchange Reserves offering Class A, Class
B, Class C, Advisor Class, Class R, Class K and Class I shares (the "Exchange
Reserves Prospectuses"), and the Prospectus dated August 28, 2009 of
AllianceBernstein Fixed-Income Shares, Inc. offering shares of Government STIF
Portfolio (the "STIF Prospectus").

AllianceBernstein Exchange Reserves and the Government STIF Portfolio are each
hereinafter referred to as the "Fund."

                                   * * * * *

The last two sentences of the third paragraph under "Principal Strategies" of
the Exchange Reserves Prospectuses are deleted. The following information
replaces the last paragraph in the Exchange Reserves Prospectuses under the
heading "Principal Strategies" and replaces the second to last paragraph in the
STIF Prospectus under the heading "Objective and Principal Strategies."

As a money market fund, the Fund must meet the requirements of Securities and
Exchange Commission ("Commission") Rule 2a-7. The Rule imposes strict conditions
on the investment quality, maturity, and diversification of the Fund's
investments. Among other things, Rule 2a-7 requires that the Fund's investments
have (i) a remaining maturity of no more than 397 days, (ii) a weighted average
maturity that does not exceed 60 days, and (iii) a weighted average life that
does not exceed 120 days. Rule 2a-7 imposes daily and weekly liquidity standards
that require the Fund to hold investments of at least 10% and 30% of its total
assets, respectively, in liquid assets. Rule 2a-7 also limits the Fund's
investments in illiquid securities to 5% of its total assets.

                                   * * * * *

This Supplement should be read in conjunction with the Prospectuses for the
Funds.

You should retain this Supplement with your Prospectuses for future reference.

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used by permission of the owner, AllianceBernstein L.P.


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