SUPPLEMENT TO THE PROSPECTUS
                                AND STATEMENT OF
                            ADDITIONAL INFORMATION OF
                          KEYSTONE INSTITUTIONAL TRUST
                                  (the "Trust")





         The Prospectus and Statement of Additional Information of the Trust are
hereby supplemented as follows:



     Keystone Investment Management Company ("Keystone") has voluntarily limited
     the annual expenses of Keystone  Institutional Small Capitalization  Growth
     Fund (the "Fund"),  a series of the Trust,  to 1.00% of the Fund's  average
     net assets for the fiscal  period ended June 30, 1996.  Keystone  currently
     intends to continue the foregoing  expense  limitation  until  December 31,
     1996 and on a month-by-month  basis  thereafter.  After 1996,  Keystone may
     modify or terminate the foregoing expense limitation.





July 26, 1996



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