KEYSTONE SMALL CO GR FD S 4, 497, 1996-07-12

KEYSTONE SMALL CO GR FD S 4
497, 1996-07-12

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                   SUPPLEMENT TO THE CURRENT PROSPECTUSES OF
                    KEYSTONE SMALL COMPANY GROWTH FUND (S-4)
                                       AND
                      KEYSTONE SMALL COMPANY GROWTH FUND II
                                 (EACH A "FUND")



         The first full paragraph of the "Fund Management and Expenses Portfolio
Manager" section of each Fund's prospectus is hereby deleted and replaced in its
entirety with the following paragraph:

         "Donald C. Dates is currently the Fund's portfolio  manager.  Mr. Dates
         is a  Keystone  Senior  Vice  President  and has more  than 32 years of
         investment experience."


July 12, 1996