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November 28, 1995
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Keystone Mid-Cap Growth Fund (S-3) (the "Fund")
File No. 2-10663/811-100
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. 103 to Registration
Statement No. 2-10663/811-100) (the "Amendment"); and (ii) the
text of the Amendment was filed electronically via EDGAR on November 27,
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 MID-CAP GROWTH FUND
/s/ Melina M. T. Murphy
Assistant Secretary
10470279
