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 Growth and Income Fund (S-1)
200 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed:
Keystone Growth and Income Fund (S-1)
Shares of beneficial interest, $1.00 par value
3. Investment Company Act File Number: 811-98
Securities Act File Number: 2-10661
4. Last day of fiscal year for which this notice is filed:
August 31, 1996
5. Check box if this notice is being filed 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:
Not applicable
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable:
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:
6,533,537
$159,483,638
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
1,369,909
$ 33,439,479
9. Number and aggregate sale price of securities sold during the fiscal
year:
2,238,539
$ 54,640,514
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2:
0
$ 0
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11: Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
568,144
$ 13,051,460
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
-------------
(ii) Aggregate price of shares
issued in connection with
dividend reinvestment plans
(from Item 11, if applicable): + 13,051,460
-------------
(iii) Aggregate price of shares
redeemed or repurchased
during the fiscal year (if
applicable): - 61,283,587
-------------
(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
(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): $ 0
-------------
(vi) Multiplier prescribed by
Section 6(b) of the Secu-
rities Act of 1933 or other
applicable law or regulation x 1/2900
(vii) Fee due [line (i) or line
(v) multiplied by line (vi)] $ 0
-------------
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).
Not applicable
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Not applicable
<PAGE>
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 (Signature and Title): /S/ MARTIN J. WOLIN
ASSISTANT SECRETARY
Date: OCTOBER 30, 1996
