KEYSTONE BALANCED FUND II
N-8A, 1996-06-26
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-8A

                          NOTIFICATION OF REGISTRATION
                      FILED PURSUANT TO SECTION 8(a) OF THE
                         INVESTMENT COMPANY ACT OF 1940



         The undersigned  investment  company hereby notifies the Securities and
Exchange  Commission  that it registers  under and pursuant to the provisions of
Section 8(a) of the Investment  Company Act of 1940 and in connection  with such
notification of registration submits the following information:



Name:  Keystone Balanced Fund II


Address of Principal Business Office (No. & Street, City, State,
Zip Code):

200 Berkeley Street, Boston, Massachusetts 02116-5034



Telephone Number (including area code):  (617) 338-3200


Name and address of agent for service of process:

Rosemary D. Van Antwerp, Esquire

200 Berkeley Street, Boston, Massachusetts 02116-5034





<PAGE>





Check Appropriate Box:

         Registrant is filing a Registration  Statement pursuant to Section 8(b)
         of the Investment  Company Act of 1940  concurrently with the filing of
         Form N-8A:

                  YES     X                 NO



                                   SIGNATURES



         Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has caused this notification of registration to be duly signed on its
behalf in the City of Boston and  Commonwealth of  Massachusetts on the 26th day
of June, 1996.





                                              KEYSTONE BALANCED FUND II

[SEAL]

                                              By:/s/Rosemary D. Van Antwerp

                                              Rosemary D. Van Antwerp
                                              Senior Vice President and
                                              Secretary







Attest: _____________________________
           James M. Wall
           Assistant Secretary



<PAGE>




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