July 11, 1997
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 (i) 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. 3 to the Fund's
Registration Statement; and (ii) the text of the above-referenced Amendment has
been filed electronically via EDGAR on June 24, 1997.
Please acknowledge receipt of this transmission by responding to the
CompuServe mailbox number provided.
If you have any questions or would like further information, please call me
at (617) 210-3662.
Very truly yours,
/s/ Martin J. Wolin
Martin J. Wolin
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