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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
Keystone Strategic Growth Fund (K-2) (formerly named
Keystone Custodian Funds, Series K-2
200 Berkeley Street
Boston, MA 02116-5034
2. Name of each series or class of funds for which this notice
is filed: not applicable
3. Investment Company Act File Number: 811-97
Securities Act File Number: 2-10660
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed for more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration: [ ].
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction a.6): not
applicable
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
other than pursuant to rule 24f-2 in a prior fiscal year,
but which remained unsold at the beginning of the fiscal
year: 11,028,432
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: 8,893,837
9. Number and aggregate sale price of securities sold during
the fiscal year: 13,738,532
$101,411,115
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: -0-
$0
11. Number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment
plans, if applicable (see Instruction B.7): 3,996,685
$30,894,379
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10): $0
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(ii) Aggregate price of shares issued
in connection with dividend
reinvestment plans (from Item 11,
if applicable): +$30,894,379
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(iii) Aggregate price of shares redeemed
or repurchased during the fiscal
year (if applicable): -$91,086,307
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(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-2 (if applicable): +$0
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): ($60,191,928)
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(vi) Multiplier prescribed by
Section 6(b) of the Securities
Act of 1933 or other applicable
law or regulation
(see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v)
multiplied by line (vi)] $-0-
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60 days
after the close of the issuer's fiscal year (see
Instruction C.3.).
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the
Commission's Rules of Informal and Other Procedures (17 CFR
202.3a): [ ].
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
BY: /s/ Melina M. T. Murphy
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(Name) Melina M. T. Murphy
(Title) Assistant Secretary
DATE: December 28, 1995
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