<PAGE>
SUPPLEMENT TO CURRENT PROSPECTUS AND
STATEMENT OF ADDITIONAL INFORMATION
OF
KEYSTONE CUSTODIAN FUND, SERIES S-4 (the "Fund")
Since January 1, 1995 through April 30, 1995 ("offering period") or
until such time during the offering period as shares of the Fund totalling
$250,000,000 have been sold, KDI, the Fund's principal underwriter, will pay
dealers and others a commission equal to 5.0% of the amount of sales by such
dealers and others. KDI reserves the right to increase the dollar amount of
shares which may be sold during the offering period. See the Distribution Plan
section of the Prospectus for additional information.
There will be no increased costs to existing or new shareholders under
this special dealer offer.
April 7, 1995
S4-1
101505E1
