KEYSTONE INSTITUTIONAL TRUST, 497J, 1996-11-14

KEYSTONE INSTITUTIONAL TRUST
497J, 1996-11-14

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                                                      November 14, 1996





Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C.  20549

         Re:      497J Certification
                  Keystone Institutional Trust (the "Trust")
                  Registration Nos. 33-64781/811-7441

Dear Sirs/Madams:

         Pursuant to Rule 497(j) under the  Securities  Act of 1933,  as amended
(the "Act"), I hereby certify as follows:

1.       the form of prospectus and statement of additional information that the
         Trust would have filed  under Rule 497(c)  under the Act would not have
         differed from the  prospectus  and statement of additional  information
         contained in Post-Effective  Amendment No. 2 to the Fund's Registration
         Statement filed with the Commission on October 24, 1996; and

2.       the   text  of  the   above-referenced   Amendment   has   been   filed
         electronically.


                                                             Very truly yours,


                                                             /s/ James M. Wall
                                                             James M. Wall
                                                             Assistant Secretary



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