November 21, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Keystone Growth and Income Fund (S-1) (the "Fund")
File No. 2-10661/811-98
Dear Sirs/Madams:
Pursuant to Rule 497(j) under the Securities Act of 1933, as
amended (the "Act"), the Fund hereby certifies that (i) the form of
prospectus and statement of additional information that the Fund
would have filed under Rule 497(c) under the Act would not have
differed from the prospectus and statement of additional
information contained in the Fund's most recent post-effective
amendment (Post-Effective Amendment No. 93 to Registration
Statement No. 2-10661/811-98) (the "Amendment"); and (ii) the
text of the Amendment was filed electronically via EDGAR on November
21, 1995.
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) 338-3686.
Very truly yours,
KEYSTONE
/s/ Melina M. T. Murphy
Assistant Secretary
10470279
