KEYSTONE CUSTODIAN FUND SERIES S-4, 497, 1995-04-25

KEYSTONE CUSTODIAN FUND SERIES S-4
497, 1995-04-25

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                      SUPPLEMENT TO CURRENT PROSPECTUS AND

                      STATEMENT OF ADDITIONAL INFORMATION

                                       OF

                    KEYSTONE SMALL COMPANY GROWTH FUND (S-4)

       (FORMERLY NAMED KEYSTONE CUSTODIAN FUND, SERIES S-4) (THE "FUND")




         Since January 1, 1995 through May 31, 1995 ("offering period") or until
such  time  during  the  offering   period  as  shares  of  the  Fund  totalling
$250,000,000 have been sold, 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.  The  Principal  Underwriter  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 28, 1995