KEYSTONE SMALL CO GR FD S 4, 485B24E, 1996-09-26

KEYSTONE SMALL CO GR FD S 4
485B24E, 1996-09-26

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As filed with the Securities & Exchange Commission on September 25, 1996.

File No. 2-10529
811-101

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 124 X

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 30 X

KEYSTONE SMALL COMPANY GROWTH FUND (S-4)
(Exact name of Registrant as specified in Charter)

200 Berkeley Street, Boston, Massachusetts 02116-5034
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:(617) 338-3200

Rosemary D. Van Antwerp, Esq., 200 Berkeley Street,
Boston, MA 02116-5034
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)

X on September 30, 1996 pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(i)

on (date) pursuant to paragraph (a)(i)

75 days after filing pursuant to paragraph (a)(ii)

on (date) pursuant to paragraph (a)(ii) of Rule 485

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Maximum Maximum
being Amoung Offering Aggregate Amount of
Registered Being Price Per Offering Registration
Registered Unit* Price** Fee
Shares of
$1.00 Par 22,254,845 $8.21 $289,994 $100
Value
</TABLE>

* Computed under Rule 457(d) on the basis of the offering price per share at the
close of business of September 10, 1996.

** The calculation of the maximum aggregate offering price is made pursuant to
Rule 24e-2 under the Investment Company Act of 1940. 131,599,635 shares of the
Fund were redeemed during its fiscal year ended May 31, 1996. Of such shares,
109,380,112 were used for a reduction pursuant to Rule 24f-2 during the current
year. The remaining 22,219,523 shares are being used for a reduction in this
filing.

The Registrant has filed a Declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's last
fiscal year was filed on July 29, 1996.

<PAGE>

KEYSTONE SMALL COMPANY GROWTH FUND (S-4)

CONTENTS OF

POST-EFFECTIVE AMENDMENT NO. 124
to REGISTRATION STATEMENT

This Post-Effective Amendment No. 124 to Registrant's
Registration Statement No. 2-10529/811-101 consists of the
following pages, items of information and documents:

The Facing Sheet

The Contents Page

The Cross-Reference Sheet

PART A

Prospectus

PART B

Statement of Additional Information

PART C

PART C - OTHER INFORMATION - ITEMS 24(a) and 24(b)

Financial Statements

Independent Auditors' Report

Listing of Exhibits

PART C - OTHER INFORMATION - ITEMS 25-32 AND SIGNATURE PAGES

Number of Holders of Securities

Indemnification

Business and Other Connections

Principal Underwriter

Location of Accounts and Records

Undertakings

Signatures

Exhibits (including Powers of Attorney)

<PAGE>

KEYSTONE SMALL COMPANY GROWTH FUND (S-4)

Cross-Reference Sheet pursuant to Rules 404 and 495 under the Securities Act of
1933.

Items in
Part A of
Form N-1A Prospectus Caption

1 Cover Page

2 Fee Table

3 Financial Highlights

4 Cover Page
The Fund
Investment Objective and Policies
Investment Restrictions
Risk Factors

5 Fund Management and Expenses
Additional Information

5A Not applicable

6 The Fund
Dividends and Taxes
Fund Shares
Shareholder Services
Pricing Shares

7 How to Buy Shares
Distribution Plan
Shareholder Services

8 How to Redeem Shares

9 Not applicable

Items in
Part B of
Form N-1A Statement of Additional Information Caption

10 Cover Page

11 Table of Contents

12 Not applicable

13 Investment Objective and Policies
Investment Restrictions
Brokerage
Appendix

14 The Trust Agreement
Trustees and Officers

15 Additional Information

16 Investment Manager
Investment Adviser
Principal Underwriter
Distribution Plan
Sales Charges
Additional Information

17 Brokerage

18 The Trust Agreement (see also, Part A, Fund Shares)

19 Valuation of Securities
Distribution Plan

20 Distributions and Taxes

21 Principal Underwriter

22 Standardized Total Return and Yield Quotations

23 Financial Statements

<PAGE>

KEYSTONE SMALL COMPANY GROWTH FUND (S-4)

PART A

PROSPECTUS

<PAGE>

KEYSTONE SMALL COMPANY GROWTH FUND (S-4)

PART B

STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)

SCHEDULE OF INVESTMENTS--May 31, 1996

Market
Shares Value
- ----------------------------------- ---------- -----------------
COMMON STOCKS (98.2%) (d)
AEROSPACE (0.4%)
Rohr Industries, Inc. 419,500 $ 8,861,938
- ----------------------------------- -------- ---------------
ADVERTISING & PUBLISHING (1.5%)
Clear Channel Communications, Inc. 340,000 27,625,000
Outdoor Systems, Inc. 42,800 1,380,300
- ----------------------------------- -------- ---------------
29,005,300
- ----------------------------------- -------- ---------------
AIR TRANSPORTATION (0.6%)
America West Airlines, Inc. 300,000 6,112,500
Atlantic Southeast Airlines, Inc.
(e) 250,000 6,640,625
- ----------------------------------- -------- ---------------
12,753,125
- ----------------------------------- -------- ---------------
AMUSEMENTS (4.1%)
Harrah's Entertainment, Inc. 500,000 16,812,500
Hospitality Franchise Systems, Inc. 400,000 24,950,000
Hollywood Casino Corp., Class A 1,000,000 4,937,500
La Quinta Inns, Inc. (e) 300,000 9,450,000
Players International, Inc. 395,000 3,845,078
Promus Hotel Corp. 450,000 12,375,000
Station Casinos, Inc. 650,000 10,196,875
- ----------------------------------- -------- ---------------
82,566,953
- ----------------------------------- -------- ---------------
AUTOMOTIVE (1.0%)
Gentex Corp. 300,000 13,500,000
Tower Automotive, Inc. 307,500 7,380,000
- ----------------------------------- -------- ---------------
20,880,000
- ----------------------------------- -------- ---------------
BUILDING MATERIALS (3.1%)
Amre, Inc. (b) 940,300 25,153,025
Champion Enterprises, Inc. 292,000 11,826,000
Oakwood Homes Corp. (e) 500,000 24,250,000
- ----------------------------------- -------- ---------------
61,229,025
- ----------------------------------- -------- ---------------
BUSINESS SERVICES (2.7%)
Alternative Resources Corp. 216,000 8,370,000
Safeguard Scientifics, Inc. 250,000 22,031,250
Security Dynamics Technologies,
Inc. 213,400 19,072,625
Vincam Group, Inc. 152,000 4,294,000
- ----------------------------------- -------- ---------------
53,767,875
- ----------------------------------- -------- ---------------
CAPITAL GOODS (1.9%)
AGCO Corp. (e) 800,000 24,100,000
Cognex Corp. 740,500 13,236,437
- ----------------------------------- -------- ---------------
37,336,437
- ----------------------------------- -------- ---------------
CHEMICALS (0.5%)
OM Group, Inc. (e) 249,300 $ 10,034,325
- ----------------------------------- -------- ---------------
CONSUMER GOODS (2.2%)
Blyth Industries, Inc. 400,000 18,400,000
DeVry, Inc. Del 467,000 18,563,250
USA Detergents, Inc. 167,400 6,633,225
- ----------------------------------- -------- ---------------
43,596,475
- ----------------------------------- -------- ---------------
DRUGS (6.3%)
Agouron Pharmaceuticals, Inc. 200,000 8,550,000
Amylin Pharmaceuticals, Inc. 1,000,000 12,187,500
Autoimmune, Inc. 23,400 234,000
Cephalon, Inc. 200,000 5,425,000
Cytyc Corp. (e) 200,000 6,350,000
Cytotherapeutics 340,000 4,165,000
Gilead Sciences, Inc. 858,100 29,818,975
Human Genome Sciences, Inc. 253,500 9,316,125
Idexx Laboratories, Inc. 300,000 13,012,500
Magainin Pharmaceutical, Inc. 600,000 6,750,000
Matrix Pharmaceuticals, Inc. 188,000 4,136,000
Neurogen Corp. 390,000 11,261,250
Oncogene Science, Inc. 255,000 2,964,375
Sequus Pharmaceuticals, Inc. 564,800 12,072,600
- ----------------------------------- -------- ---------------
126,243,325
- ----------------------------------- -------- ---------------
ELECTRONICS PRODUCTS (7.5%)
Analog Devices, Inc. 600,000 16,575,000
BMC Industries, Inc. (e) 50,000 1,487,500
Gemstar International Group Ltd. 304,200 10,114,650
Kemet Corp. 379,600 8,541,000
Linear Technology Corp. (e) 320,000 11,000,000
Maxim Integrated Products, Inc. 586,000 19,960,625
Merix Corp. (b) 345,000 10,759,688
Microchip Technology, Inc. 450,000 11,671,875
SDL, Inc. (b) 450,000 19,293,750
Sheldahl Co. 5,000 128,438
Sipex Corp. 255,300 4,563,488
Solectron Corp. 300,000 13,012,500
Trimble Navigation Ltd. 244,900 5,877,600
Xilinx, Inc. 500,000 17,312,500
- ----------------------------------- -------- ---------------
150,298,614
- ----------------------------------- -------- ---------------

<PAGE>

- ---------------------------------------

SCHEDULE OF INVESTMENTS---May 31, 1996
Market
Shares Value
- ----------------------------------- ---------- -----------------
FINANCE (6.4%)
Astoria Financial Corp. (e) 106,500 $ 5,917,406
BISYS Group, Inc. 500,000 18,281,250
BostonFed Bancorp, Inc. (e) 300,000 3,675,000
Chronicle 2001 Mutual Fund 1,653,374 714,469
CMAC Investment Corp. (e) 300,000 16,350,000
First Empire State Corp. (e) 25,000 5,900,000
Jayhawk Acceptance Corp. 300,000 4,218,750
Long Islands Bancorp, Inc. (e) 500,000 14,093,750
Queen's County Bancorp (e) 145,000 6,923,750
RAC Financial Group, Inc. 427,300 12,445,113
Standard Federal Bankcorporation,
Inc. (e) 500,000 19,687,500
TCF Financial Corp. (e) 600,000 20,550,000
- ----------------------------------- -------- ---------------
128,756,988
- ----------------------------------- -------- ---------------
HEALTH CARE SERVICES (10.7%)
Biopsys Med, Inc. 97,900 2,435,263
CNS, Inc. 300,000 6,581,250
Emeritus Corp. 500,000 10,125,000
Express Scripts, Inc., Class A 310,000 15,500,000
Health Management Associates, Inc.,
Class A 499,400 17,229,317
Heartport, Inc. 207,100 8,025,125
Heartstream, Inc. 390,300 5,659,350
Iridex Corp. 190,000 3,087,500
i-STAT Corp. 86,000 1,752,250
Lifecore Biomedical, Inc. 510,700 9,128,762
MedCath, Inc. 268,700 10,177,012
Novoste Corp. 65,000 905,938
Occusystems, Inc. 400,000 13,400,000
Optical Sensors, Inc. 226,600 2,761,688
Parexel International Corp. 203,500 10,989,000
Perclose, Inc. 250,000 5,625,000
PhyMatrix Corp. 600,000 14,812,500
Physician Reliance Network, Inc. 405,000 21,110,625
Sibia Neurosciences, Inc. 135,000 1,350,000
Target Therapeutics, Inc. 200,000 9,825,000
Thermo Cardiosystems, Inc. 600,000 30,600,000
Total Renal Care Hldgs., Inc. 295,000 12,168,750
Urologix, Inc. 100,000 1,487,500
- ----------------------------------- -------- ---------------
214,736,830
- ----------------------------------- -------- ---------------
INSURANCE (1.2%)
Blanch (E.W.) Hldgs., Inc. (e) 120,100 $ 2,552,124
Capital Re Corp. (e) 136,100 4,967,650
HCC Insurance Hldgs., Inc. 790,250 17,089,156
- ----------------------------------- -------- ---------------
24,608,930
- ----------------------------------- -------- ---------------
METALS & MINING (0.2%)
RMI Titanium Co. 220,000 4,427,500
- ----------------------------------- -------- ---------------
MISCELLANEOUS (0.6%)
Polymer Group, Inc. 461,000 8,874,250
Strategic Distribution, Inc. 350,000 2,909,375
- ----------------------------------- -------- ---------------
11,783,625
- ----------------------------------- -------- ---------------
NATURAL GAS (0.6%)
Nuevo Energy Co. 400,000 12,400,000
- ----------------------------------- -------- ---------------
OFFICE & BUSINESS EQUIPMENT (2.5%)
EMC Corp. 1,750,000 38,718,750
Natural Microsystems Corp. 200,000 7,500,000
Read Rite Corp. 171,900 3,953,700
- ----------------------------------- -------- ---------------
50,172,450
- ----------------------------------- -------- ---------------
OIL (0.4%)
Triton Energy Corp. 152,000 7,296,000
- ----------------------------------- -------- ---------------
OIL SERVICES (3.4%)
BJ Services Co. 260,800 8,802,000
Carbo Ceramics, Inc. 147,800 3,528,725
Dual Drilling Co. 11,400 218,025
Ensco International, Inc. 867,900 26,362,462
Falcon Drilling, Inc. 300,000 7,218,750
Global Industries, Inc. 272,800 8,525,000
Newpark Resources, Inc. 370,545 13,432,256
- ----------------------------------- -------- ---------------
68,087,218
- ----------------------------------- -------- ---------------
RESTAURANTS (2.1%)
Apple South, Inc. (d) 400,000 10,000,000
Applebee's International, Inc. (e) 400,000 11,275,000
HomeTown Buffet, Inc. 174,400 2,605,100
Lone Star Steakhouse & Saloon 150,000 6,037,500
Outback Steakhouse, Inc. 300,000 11,381,250
- ----------------------------------- -------- ---------------
41,298,850
- ----------------------------------- -------- ---------------

<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)
SCHEDULE OF INVESTMENTS-May 31, 1996
Market
Shares Value
- ----------------------------------- ---------- -----------------
RETAIL (9.0%)
CDW Computer Centers, Inc. 204,600 $ 16,751,625
Corporate Express, Inc. 500,000 21,000,000
Global Directmail Corp. 300,000 13,462,500
Kohl's Corp. 314,000 10,401,250
Mens Wearhouse, Inc. 317,500 10,596,563
Nautica Enterprises, Inc. 486,000 12,150,000
Office Max, Inc. 575,000 15,021,875
O'Reilly Automotive, Inc. 166,600 6,455,750
PETsMART, Inc. 400,000 17,700,000
Saks Hldgs., Inc. 210,200 6,831,500
Sports Authority, Inc. 500,000 14,875,000
Sunglass Hut International, Inc. 600,000 16,612,500
Tiffany & Co. (e) 160,000 12,140,000
West Marine, Inc. 93,800 6,683,250
- ----------------------------------- -------- ---------------
180,681,813
- ----------------------------------- -------- ---------------
SERVICES (4.6%)
Equity Corporation International 387,400 11,379,875
G & K Services, Class A (e) 216,300 6,516,037
GTS Duratek, Inc. 300,000 5,175,000
Insituform Technologies, Inc.,
Class A 232,800 2,226,150
Molten Metal Technology, Inc. 466,100 14,099,525
Peak Technologies Group, Inc. 400,000 9,650,000
Sanifill, Inc. 266,000 11,936,750
Thermedics, Inc. 600,000 18,000,000
U.S. Filter Corp. 400,000 13,950,000
- ----------------------------------- -------- ---------------
92,933,337
- ----------------------------------- -------- ---------------
SOFTWARE SERVICES (15.6%)
America Online, Inc. 400,000 22,625,000
Arbor Software Corp. 177,000 10,797,000
BDM International, Inc. 402,000 17,788,500
BMC Software, Inc. 500,000 31,562,500
CBT Group Publishers, Ltd. 140,000 6,510,000
CMG Information Services, Inc. 441,100 10,420,987
Cambridge Technology Partners Mgmt. 183,000 13,953,750
Desktop Data, Inc. 250,000 8,312,500
Edify Corp. 97,000 4,098,250
Epic Design Technology, Inc. 500,000 14,937,500
Geoworks, Inc. 500,000 17,625,000
I2 Technologies, Inc. 189,000 7,560,000
INSO Corp. 300,000 16,800,000
Integrated Systems, Inc., Class A 40,000 1,340,000
Intuit, Inc. 205,000 10,660,000
McAfee Associates, Inc. 450,000 16,762,500
Mechanical Dynamics, Inc. 150,000 2,671,875
MetaTools, Inc. 278,600 8,810,725
National Data Corp. (e) 337,000 12,721,750
Nova Corp. 17,800 676,400
Parametric Technology Corp. (c) 400,000 18,275,000
Project Software & Development,
Inc. 323,500 12,576,063
Raptor Systems, Inc. 96,500 2,985,469
Synopsys, Inc. 500,000 22,312,500
System Software Associates, Inc.
(e) 277,500 4,578,750
Verity, Inc. 260,400 10,057,950
Wind River Systems, Inc. 168,750 5,378,906
Wonderware Corp. 28,500 570,000
- ----------------------------------- -------- ---------------
313,368,875
- ----------------------------------- -------- ---------------
TELECOMMUNICATIONS (7.6%)
Allen Group, Inc. (e) 146,000 4,015,000
Brooks Fiber Properties, Inc. 306,100 10,292,612
CAI Wireless Systems, Inc. 277,500 2,965,781
Cidco, Inc. 400,000 15,800,000
Heartland Wireless Communications,
Inc. 700,000 18,681,250
Netmanage, Inc. 700,000 11,856,250
P-Com, Inc. 600,000 18,000,000
Premisys Communications, Inc. 231,200 13,207,300
Proxim, Inc. 132,500 5,482,188
Spectrian Corp. 374,400 7,254,000
Tel-Save Hldgs., Inc. 613,500 13,343,625
Westell Technologies, Inc., Class A 87,000 6,666,375
Winstar Communications, Inc. 800,000 25,000,000
- ----------------------------------- -------- ---------------
152,564,381
- ----------------------------------- -------- ---------------
TRANSPORTATION (1.5%)
Landstar System, Inc. 312,500 9,140,625
Railtex, Inc. 454,100 11,068,688
Swift Transportation Co., Inc. 500,000 9,187,500
- ----------------------------------- -------- ---------------
29,396,813
- ----------------------------------- -------- ---------------
TOTAL COMMON STOCKS
(Cost--$1,367,076,131) 1,969,087,002
- ----------------------------------- -------- ---------------

<PAGE>

- ---------------------------------------

SCHEDULE OF INVESTMENTS--May 31, 1996
<TABLE>
<CAPTION>
Par Market
Value Value
- --------------------------------------------------------- ---------- --------------
<S> <C> <C>
FIXED INCOME (0.4%)
INDUSTRIAL BONDS & NOTES (0.4%)
AMUSEMENTS (0.4%)
Hemmeter Enterprises, Inc., Sr. PIK Note (c)(e)(g)
12.00%, 2000 $16,642,763 $ 7,655,671
- --------------------------------------------------------- -------- ------------
TOTAL FIXED INCOME
(Cost--$17,775,758) 7,655,671
- --------------------------------------------------------- -------- ------------
Maturity
Value
- --------------------------------------------------------- -------- ------------
SHORT-TERM INVESTMENTS (0.7%)
Investments in repurchase agreements, in a joint trading
account purchased 5/31/96, 5.3354%, maturing 06/01/96 14,769,564 14,763,000
- --------------------------------------------------------- -------- ------------
TOTAL SHORT-TERM INVESTMENTS
(Cost--$14,763,000)(e)(f) 14,763,000
- ----------------------------------------------------------------------- ------------
Market
Shares Value
- --------------------------------------------------------- -------- ------------
WARRANTS/RIGHTS (0.0%)
AMUSEMENTS (0.0%)
Hemmeter Enterprises, Inc. (c), expiration date of
12/15/99 292,400 292
Hemmeter Enterprises, Inc. (c), expiration date of
12/15/99 78,750 79
- --------------------------------------------------------- -------- ------------
TOTAL WARRANTS/RIGHTS (Cost--$1,866,383) 371
- --------------------------------------------------------- -------- ------------
TOTAL INVESTMENTS
(Cost $1,401,481,272) (a) 1,991,506,044
- --------------------------------------------------------- -------- ------------
FOREIGN CURRENCY HOLDINGS
(Cost $5,863) (0.0%) 5,781
- ----------------------------------------------------------------------- ------------
OTHER ASSETS AND LIABILITIES--NET (0.7%) 14,290,752
- --------------------------------------------------------- -------- ------------
NET ASSETS (100%) $2,005,802,577
- --------------------------------------------------------- -------- ------------
</TABLE>

<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)

SCHEDULE OF INVESTMENTS-May 31,1996

(a) The cost of investments and foreign currency holdings for federal income
tax purposes amounted to $1,402,485,793. Gross unrealized appreciation
and depreciation on investments, based on identified tax cost, at May
31, 1996, are as follows:
Gross unrealized appreciation $632,810,492
Gross unrealized depreciation (43,784,460)
-----------
Net unrealized appreciation $589,026,032
===========
(b) Affiliated issuers are those in which the Fund's holdings of an issuer
represent 5% or more of the outstanding voting securities of the issuer.
The Fund has never owned enough of the outstanding voting securities of
any issuer to have control (as defined in the Investment Company Act of
1940) of that issuer.

(c) All or a portion of these securities are restricted (i.e., securities
which may not be publicly sold without registration under the Federal
Securities Act of 1933) which are valued using market quotations where
readily available. In the absence of market quotations, the securities
are valued based upon their fair value determined under procedures
approved by the Board of Trustees. The Fund may make investments in an
amount up to 15% of the value of the Fund's net assets in such
securities. On the date of acquisition there was no market quotation on
similar securities and the above securities were valued at acquisition
cost. At May 31, 1996, the fair value of these restricted securities was
$8,212,790, (0.41% of net assets). The Fund will not pay the costs of
disposition of the above restricted securities other than ordinary
brokerage fees, if any.

(d) All securities unless otherwise indicated with a (e) are
non-income-producing.

(e) Income-producing security.

(f) The repurchase agreements are fully collateralized by U.S. government
and/or agency obligations based on market prices on May 31, 1996.

(g) Each unit is comprised of $1,000 par Senior Secured PIK note and 15
warrants.

See Notes to Financial Statements.

<PAGE>

- ---------------------------------------

FINANCIAL HIGHLIGHTS
(For a share outstanding throughout the year)

<TABLE>
<CAPTION>
Year Ended May 31,
1996 1995 1994 1993(a) 1992(a) 1991(a)
- ------------------------------- -------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net asset value beginning of
year $8.62 $7.64 $7.95 $7.61 $7.17 $6.24
- ------------------------------- ------- ------- ------- ------- ------- -------
Income from investment operations
Net investment income (loss) (0.13) (0.07) (0.12) (0.12) (0.08) (0.04)
Net realized and unrealized
gains (losses) on investments 2.87 1.68 0.63 1.82 0.98 1.17
Net commission paid on fund
share sales (b) 0.00 0.00 0.00 0.00 0.00 0.00
- ------------------------------- ------- ------- ------- ------- ------- -------
Total from investment
operations 2.74 1.61 0.51 1.70 0.90 1.13
- ------------------------------- ------- ------- ------- ------- ------- -------
Less distributions from
Net investment income 0.00 0.00 0.00 0.00 0.00 0.00
Net realized gains (1.01) (0.63) (0.82) (1.36) (0.46) (0.20)
- ------------------------------- ------- ------- ------- ------- ------- -------
Total distributions (1.01) (0.63) (0.82) (1.36) (0.46) (0.20)
- ------------------------------- ------- ------- ------- ------- ------- -------
Net asset value end of year $10.35 $8.62 $7.64 $7.95 $7.61 $7.17
- ------------------------------- ------- ------- ------- ------- ------- -------
Total return (c) 33.03% 23.58% 6.84% 28.76% 13.45% 19.42%
Ratios/supplemental data
Ratios to average net assets:
Total expenses 1.73%(d) 1.78% 1.73% 2.04% 1.47% 1.48%
Net investment (loss) (1.34%) (1.10%) (1.49%) (1.68%) (1.09%) (0.68%)
Portfolio turnover rate 94% 38% 60% 78% 81% 73%
Average commission rate paid $0.0563 N/A N/A N/A N/A N/A
- ------------------------------- ------- ------- ------- ------- ------- -------
Net assets end of year
(thousands) $2,005,803 $1,459,955 $1,005,595 $965,959 $702,442 $623,291
- ------------------------------- ------- ------- ------- ------- ------- -------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
1990(a) 1989(a) 1988 1987
- ------------------------------- -------- -------- --------- --------
<S> <C> <C> <C> <C>
Net asset value beginning of
year $ 5.66 $ 4.48 $ 7.80 $ 7.60
- ------------------------------- ------- ------- ------- -------
Income from investment
operations
Net investment income (loss) 0.00 0.02 0.00 0.00
Net realized and unrealized
gains (losses) on investments 0.63 1.20 (1.64) 1.11
Net commission paid on fund
share sales (b) 0.00 0.00 0.00 (0.02)
- ------------------------------- ------- ------- ------- -------
Total from investment
operations 0.63 1.22 (1.64) 1.09
- ------------------------------- ------- ------- ------- -------
Less distributions from
Net investment income (0.05) (0.01) 0.00 (0.01)
Net realized gains 0.00 (0.03) (1.68) (0.88)
- ------------------------------- ------- ------- ------- -------
Total distributions (0.05) (0.04) (1.68) (0.89)
- ------------------------------- ------- ------- ------- -------
Net asset value end of year $ 6.24 $ 5.66 $ 4.48 $ 7.80
- ------------------------------- ------- ------- ------- -------
Total return (c) 11.24% 27.45% (22.39%) 16.24%
Ratios/supplemental data
Ratios to average net assets:
Total expenses 1.40% 1.27% 1.17% 0.81%
Net investment (loss) 0.02% 0.47% 0.03% 0.04%
Portfolio turnover rate 77% 57% 80% 74%
Average commission rate paid N/A N/A N/A N/A
- ------------------------------- ------- ------- ------- -------
Net assets end of year
(thousands) $537,912 $503,908 $442,020 $679,281
- ------------------------------- ------- ------- ------- -------
</TABLE>

(a) Calculation based on average shares outstanding.

(b) Prior to June 30, 1987, net commissions paid on new sales of shares under
the Fund's Rule 12b-1 Distribution Plan had been treated for both
financial statement and tax purposes as capital charges. On June 11,
1987, the Securities and Exchange Commission adopted a Rule which
required for financial statements for periods ended on or after June 30,
1987, that net commissions paid under Rule 12b-1 Distribution Plans be
treated as operating expenses rather than as capital charges.
Accordingly, beginning with the fiscal year ended May 31, 1988, the
Fund's financial statements reflect 12b-1 Distribution Plan expenses
(i.e., shareholder service fees plus commissions paid net of deferred
sales charges received by the Fund) as a component of the net investment
income section of the financial highlights.

(d) "Ratio of total expenses to average net assets" for the year ended May
31, 1996 includes indirectly paid expenses. Excluding indirectly paid
expenses for the year ended May 31, 1996, the expense ratio would have
been 1.72%.

See Notes to Financial Statements.

<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)

STATEMENT OF ASSETS AND LIABILITIES
May 31, 1996

Assets (Note 1)

Investments at market value:
(identified cost--$1,401,481,272) $1,991,506,044
Foreign currency holdings: (identified cost--$5,863) 5,781
- ----------------------------------------------------- -----------
Total investments and foreign currency holdings 1,991,511,825
Cash 715
Receivable for:
Investments sold 23,564,465
Fund shares sold 10,403,168
Interest and dividends 107,434
Prepaid expenses 101,398
Other assets 151,154
- ----------------------------------------------------- -----------
Total assets 2,025,840,159
- ----------------------------------------------------- -----------
Liabilities (Note 4)
Payable for:
Investments purchased 16,857,162
Fund shares redeemed 2,974,701
Other accrued expenses and liabilities 205,719
- ----------------------------------------------------- -----------
Total liabilities 20,037,582
- ----------------------------------------------------- -----------
Net assets $2,005,802,577
- ----------------------------------------------------- -----------
Net assets represented by (Notes 1 and 2)
Paid-in capital $1,220,629,744
Accumulated distributions in excess on net
investment income (7,483)
Accumulated net realized gains on investment
transactions and foreign currency related
transactions 195,155,626
Net unrealized appreciation on investments and
foreign currency holdings 590,024,690
- ----------------------------------------------------- -----------
Total net assets applicable to outstanding shares
of beneficial interest ($10.35 a share on
193,826,852 shares outstanding) $2,005,802,577
- ----------------------------------------------------- -----------

STATEMENT OF OPERATIONS
Year Ended May 31, 1996

Investment income (Note 1)
Dividends (less foreign withholding
tax of $9,355) $ 3,276,217
Interest 3,732,102
- -------------------------------------- -------- -----------
Total income 7,008,319
- -------------------------------------- -------- -----------
Expenses (Notes 2 and 4)
Management fee $ 8,473,139
Transfer agent fees 3,683,215
Accounting, auditing and legal 82,553
Custodian fees 614,103
Printing 79,328
Trustees' fees and expenses 46,542
Distribution Plan expenses 18,458,861
Registration fees 175,282
Miscellaneous expenses 95,483
- -------------------------------------- -------- -----------
Total expenses 31,708,506
Less: Expenses paid indirectly (Note
4) (221,745)
- -------------------------------------- -------- -----------
Net expenses 31,486,761
- -------------------------------------- -------- -----------
Net investment loss (24,478,442)
- -------------------------------------- -------- -----------
Net realized and unrealized gain
(loss) on investments and foreign
currency related transactions (Notes
1 and 3)
Net realized gain (loss) on:
Investments 389,813,838
Foreign currency related
transactions (59,334)
- -------------------------------------- -------- -----------
Net realized gain on investments and
foreign currency related transactions 389,754,504
- ---------------------------------------------------- -----------
Net change in unrealized appreciation
on investments 127,581,090
- -------------------------------------- -------- -----------
Net gain on investment and foreign
currency related transactions 517,335,594
- -------------------------------------- -------- -----------
Net increase in net assets resulting
from operations $492,857,152
- -------------------------------------- -------- -----------

See Notes to Financial Statements.

<PAGE>

- ---------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
May 31, 1996 May 31, 1995
==================================================================== ============ ==============
<S> <C> <C>
Operations:
Net investment loss $ (24,478,442) $ (13,214,945)
Net realized gain on investments and foreign currency related
transactions 389,754,504 82,349,681
Net change in unrealized appreciation or depreciation on investments 127,581,090 207,499,070
- -------------------------------------------------------------------- ---------- ------------
Net increase in net assets resulting from operations 492,857,152 276,633,806
- -------------------------------------------------------------------- ---------- ------------
Distributions to shareholders from net realized gains on investment
transactions (Notes 1 and 5) (173,760,139) (85,473,776)
- -------------------------------------------------------------------- ---------- ------------
Capital share transactions (Note 2)
Proceeds from shares sold 1,354,600,987 776,843,226
Payments for shares redeemed (1,267,570,849) (582,622,286)
Net asset value of shares issued in reinvestment of distributions
from capital gains 139,720,568 68,978,844
- -------------------------------------------------------------------- ---------- ------------
Net increase in net assets resulting from capital share
transactions 226,750,706 263,199,784
- -------------------------------------------------------------------- ---------- ------------
Total increase in net assets 545,847,719 454,359,814
Net assets:
Beginning of year 1,459,954,858 1,005,595,044
- -------------------------------------------------------------------- ---------- ------------
End of year [including undistributed net investment income
(accumulated distributions in excess of net investment income) as
follows: 1996--($7,483) and 1995--$7,480,848] (Note 1) $ 2,005,802,577 $1,459,954,858
==================================================================== ========== ============
</TABLE>
See Notes to Financial Statements.

<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)

NOTES TO FINANCIAL STATEMENTS

(1.) Significant Accounting Policies

Keystone Small Company Growth Fund (S-4), (the "Fund"), is an open-end
diversified management investment company. The Fund was created under
Pennsylvania law as a common law trust. Keystone Management, Inc. ("KMI") is
the Fund's investment manager and Keystone Investment Management Company
("KEYSTONE") is the Fund's investment adviser. The Fund's investment
objective is long-term growth of capital.

Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("KII"),
a Delaware corporation. KII is a private corporation predominately owned by
current and former members of management of Keystone and its affiliates. KMI
is a wholly-owned subsidiary of Keystone. Keystone Investor Resource Center,
Inc. ("KIRC"), a wholly-owned subsidiary of Keystone, is the Fund's transfer
agent.

The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with generally accepted accounting principles
which require management to make estimates and assumptions that affect
amounts reported herein. Although actual results could differ from these
estimates, any such differences are expected to be immaterial relative to the
net assets of the Fund.

A. Investments are usually valued at the closing sales price, or, in the
absence of sales and for over-the-counter securities, the mean of bid and
asked quotations. Management values the following securities at prices it
deems in good faith to be fair under the direction of the Board of Trustees:
(a) securities (including restricted securities) for which complete
quotations are not readily available and (b) listed securities if, in the
opinion of management, the last sales price does not reflect a current value
or if no sale occurred.

Short-term investments maturing in sixty days or less are valued at
amortized cost (original purchase cost as adjusted for amortization of
premium or accretion of discount) which when combined with accrued interest
approximates market. Short-term investments maturing in more than sixty days
for which market quotations are readily available are valued at current
market value. Short-term investments maturing in more than sixty days when
purchased which are held on the sixtieth day prior to maturity are valued at
amortized cost (market value on the sixtieth day adjusted for amortization of
premium or accretion of discount) which when combined with accrued interest
approximates market.

Market quotations are not considered to be readily available for long-term
corporate bonds and notes; such investments are stated at fair value on the
basis of valuations furnished by a pricing service, approved by the Trustees,
which determines valuations for normal institutional-size trading units of
such securities using methods based on market transactions for comparable
securities and various relationships between securities which are generally
recognized by institutional traders.

The Fund enters into currency and other financial futures contracts as a
hedge against changes in interest or currency exchange rates. A futures
contract is an agreement between two parties to buy and sell a specific
amount of a commodity, security, financial instrument, or, in the case of a
stock index, cash at a set price on a future date. Upon entering into a
futures contract, the Fund is required to deposit with a broker an amount
("initial margin") equal to a certain percentage of the purchase price
indicated in the futures contract. Subsequent payments ("variation margin")
are made or received by the Fund each day, as the value of the underlying
instrument or index fluctuates, and are recorded for book purposes as
unrealized gains or

<PAGE>

- ---------------------------------------

losses by the Fund. For federal tax purposes, any futures contracts which
remain open at fiscal year-end are marked-to-market and the resultant net
gain or loss is included in federal taxable income.

Investments denominated in a foreign currency are adjusted daily to reflect
changes in exchange rates. Foreign currency amounts are translated into
United States dollars as follows: market value of investments, assets and
liabilities at the daily rate of exchange, purchases and sales of investment,
income and expenses at the rate of exchange prevailing on the respective
dates of such transactions. Net unrealized foreign exchange gains/losses are
a component of unrealized appreciation or depreciation of investments. In
addition to market risk, the Fund is subject to the credit risk that the
other party will not be able to complete the obligations of the contract.

B. Securities transactions are accounted for no later than one business day
after the trade date. Realized gains and losses are recorded on the
identified cost basis. Interest income is recorded on the accrual basis and
dividend income is recorded on the ex-dividend date. Distributions to
shareholders are recorded at the close of business on the ex-dividend date.

C. The Fund has qualified, and intends to qualify in the future, as a
regulated investment company under the Internal Revenue Code of 1986, as
amended ("Internal Revenue Code"). Thus, the Fund is relieved of any federal
income tax liability by distributing all of its net taxable investment income
and net taxable capital gains, if any, to its shareholders. The Fund intends
to avoid excise tax liability by making the required distributions under the
Internal Revenue Code.

D. When the Fund enters into a repurchase agreement (a purchase of securities
whereby the seller agrees to repurchase the securities at a mutually agreed
upon date and price) the repurchase price of the securities will generally
equal the amount paid by the Fund plus a negotiated interest amount. The
seller under the repurchase agreement will be required to provide securities
("collateral") to the Fund whose value will be maintained at an amount not
less than the repurchase price, and which generally will be maintained at
101% of the repurchase price. The Fund monitors the value of collateral on a
daily basis, and if the value of collateral falls below required levels, the
Fund intends to seek additional collateral from the seller or terminate the
repurchase agreement. If the seller defaults, the Fund would suffer a loss to
the extent that the proceeds from the sale of the underlying securities were
less than the repurchase price. Any such loss would be increased by any cost
incurred on disposing of such securities. If bankruptcy proceedings are
commenced against the seller under the repurchase agreement, the realization
on the collateral may be delayed or limited. Repurchase agreements entered
into by the Fund will be limited to transactions with dealers or domestic
banks believed to present minimal credit risks. The Fund will take
constructive receipt of all securities underlying repurchase agreements until
such agreements expire.

Pursuant to an exemptive order issued by the Securities and Exchange
Commission, the Fund, along with certain other Keystone funds, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are fully collateralized
by U.S. Treasury and/or Federal Agency obligations.

E. In connection with portfolio purchases and sales of securities denominated
in foreign currency, the Fund may enter into forward foreign currency
exchange contracts ("contracts"). Additionally, from time to time the Fund
may enter into contracts to hedge certain foreign currency assets. Contracts
are

<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)

recorded at market value and marked-to-market daily. Realized gains and
losses arising from such transactions are included in net realized gain
(loss) on foreign currency related transactions. The Fund is subject to the
credit risk that the other party will not complete the obligations of the
contract.
F. The Fund intends to distribute its net investment income and net capital
gains, if any, annually. Distributions are determined in accordance with
income tax regulations. Distributions from taxable net investment income and
net capital gains can exceed book basis net income and net capital gains. The
significant differences between financial statement amounts available for
distribution and distributions made in accordance with income tax regulations
are primarily due to net operating losses generated by the Fund and
distributions paid through shareholder redemptions.

(2.) Capital Share Transactions

The Trust agreement authorizes the issuance of an unlimited number of shares
of beneficial interest with a par value of $1.00. Transactions in shares of
the Fund were as follows:

Year Ended Year Ended
May 31, 1996 May 31, 1995
===================== ============ =============
Sales 141,592,081 102,978,570
Redemptions (131,599,635) (75,737,013)
Reinvestment of
distributions from
realized capital
gains 14,560,340 10,332,058
- --------------------- ---------- -----------
Net increase 24,552,786 37,573,615
===================== ========== ===========

The Fund bears some of the costs of selling its shares under a Distribution
Plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the Distribution Plan, the Fund pays Keystone Investment Distributors
Company ("KIDCO"), the principal underwriter and a wholly- owned subsidiary
of Keystone, amounts which in total may not exceed the Distribution Plan
maximum.

The Fund's shares are offered for sale at net asset value without any
initial sales charge. In connection with the Distribution Plan, and subject
to the limitations discussed below, KIDCO generally re-allows to
broker-dealers or others commissions, equal to 4.00% of the price paid to the
Fund for each sale of Fund shares as well as a shareholder service fee at a
rate of 0.25% per annum of the net asset value of shares maintained by such
recipients and outstanding on the books of the Fund for specified periods.

The Distribution Plan provides that the Fund may expend up to 0.3125%
quarterly (approximately 1.25% annually) of the Fund's average daily net
assets to pay distribution costs for sale of its shares and to pay
shareholder service fees. Rules adopted by the National Association of
Securities Dealers, Inc. ("NASD") limit the annual expenditures that the Fund
may incur under the Distribution Plan to 1.00% of the Fund's average daily
net asset value, of which 0.75% may be used to pay such distribution costs
and 0.25% may be used to pay shareholder service fees. NASD rules also limit
the aggregate amount which the Fund may pay for such distribution costs to
6.25% of gross share sales since the inception of the Fund's Distribution
Plan, plus interest at the prime rate plus 1.00% per annum on unpaid amounts
thereof (less any contingent deferred sales charges paid by the shareholders
to KIDCO) remaining unpaid from time to time.

Contingent deferred sales charges applicable to shares of the Fund are to
the extent permitted by the NASD Rule, paid to KIDCO.

KIDCO intends, but is not obligated, to continue to pay or accrue
distribution costs and services which

<PAGE>

- ---------------------------------------

exceed current maximum annual payments it is permitted to receive from the
Fund. KIDCO intends to seek full payment of such amounts from the Fund
(together with annual interest thereon at the prime rate plus 1.00%) at such
time in the future as, and to the extent that, payment thereof by the Fund
would be within permitted limits. Unreimbursed expense in respect of fiscal
year end was $3,165,670 at fiscal year end.

The amount paid by the Fund under its Distribution Plan for the year ended
May 31, 1996 was $18,458,861 (1.00% of the Fund's average daily net asset
value during the year). During the year ended May 31, 1996, KIDCO made
payments of commissions on new sales to dealers and others of $21,624,531.

(3.) Securities Transactions

Cost of purchases and proceeds from sales of investment securities excluding
short-term securities during the year ended May 31, 1996 were $1,720,676,250
and $1,686,968,962, respectively.

(4.) Investment Management and Transactions With Affiliates

Under the terms of the Investment Management Agreement between KMI and the
Fund, KMI provides investment management and administrative services to the
Fund. In return, KMI is paid a management fee computed and paid daily. The
management fee is calculated by applying percentage rates, which start at
0.70% and decline as net assets increase, to 0.35% per annum, to the net
asset value of the Fund. KMI has entered into an Investment Advisory
Agreement with Keystone under which Keystone provides investment advisory and
management services to the Fund and receives for its services an annual fee
representing 85% of the management fee received by KMI.

During the year ended May 31, 1996, the Fund paid or accrued to KMI
investment management and administrative services fees of $8,473,139 which
represented 0.46% of the Fund's average daily net asset value during the
period. Of such amount paid to KMI, $7,202,168 was paid to Keystone for its
services to the Fund.

During the year ended May 31, 1996, the Fund paid or accrued to KII and KIRC
$20,669 for certain accounting and printing services, and $3,683,215 for
transfer agent fees, respectively.

The Fund has entered into an expense offset arrangement with its custodian.
For the year ended May 31, 1996 the Fund paid or accrued total custody fees
in the amount of $614,103 and received a credit of $221,745 pursuant to the
expense offset arrangement resulting in a net custody expense of $392,358.
The assets deposited with the custodian under the expense offset arrangement
could have been invested in income-producing assets.

(5.) Distributions to Shareholders

A distribution of $1.02 per share was declared on June 17, 1996 from the
taxable net long-term capital gains realized during the fiscal year ended May
31, 1996. This declaration was payable by July 5, 1996 to shareholders of
record June 25, 1996. This distribution is not reflected in the accompanying
financial statements.

(6.) Other

Shareholders will receive upon request a list of securities in the Fund's
portfolio as of the end of a fiscal quarter of the Fund.
<PAGE>

- ---------------------------------------
Keystone Small Company Growth Fund (S-4)

INDEPENDENT AUDITORS' REPORT

The Trustees and Shareholders
Keystone Small Company Growth Fund (S-4)

We have audited the accompanying statement of assets and liabilities of
Keystone Small Company Growth Fund (S-4), including the schedule of
investments as of May 31, 1996, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended, and the financial highlights for
each of the years in the ten-year period then ended. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of May 31, 1996 by correspondence with the custodian and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Keystone Small Company Growth Fund (S-4) as of May 31, 1996, the results of
its operations for the year then ended, the changes in its net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the years in the ten-year period then ended in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP
Boston, Massachusetts
June 28, 1996

<PAGE>

KEYSTONE SMALL COMPANY GROWTH FUND (S-4)

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

Item 24 (a). FINANCIAL STATEMENTS

All financial statements listed below are included in Registrant's Statement of
Additional Information.

Schedule of Investments May 31, 1996

Financial Highlights For the fiscal years
ended May 31, 1987
through May 31, 1996

Statement of Assets and Liabilities May 31, 1996

Statement of Operations Fiscal year ended
May 31, 1996

Statements of Changes in Net Assets Fiscal years ended
May 31, 1995 and 1996

Notes to Financial Statements May 31, 1996

Independent Auditors' Report June 28, 1996

All other schedules are omitted as the required information is inapplicable.

<PAGE>

Item 24(b). Exhibits

(1) Copies of the Trust Agreement as amended May 1983; the Trust Agreement
as amended May 1988; and the Restatement of Trust Agreement, dated
December 19, 1989, restating the Trust Agreement in its entirety, were
filed with Post-Effective Amendment No. 122 to Registration Statement
No. 2-10529/811-101 ("Post-Effective Amendment No. 122") as Exhibit
24(b)(1) and are incorporated by reference herein.

(2) The copy of the Registrant's By-Laws was filed with Post-Effective
Amendment No. 122 as Exhibit 24(b)(2) and is incorporated by reference
herein.

(3) Not applicable.

(4) (A) A specimen of the security issued by the Fund was filed with
Post-Effective Amendment No. 40 to Registration Statement No.
2-10529/811-101 as Exhibit 24(b)(4) and is incorporated by reference
herein.

(B) Registrant's Restatement of Trust, Articles III, V, VI, and VIII
were filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(1)
and are incorporated by reference herein.

(C) Registrant's By-Laws, Article 2 was filed with Post-Effective
Amendment No. 122 as Exhibit 24(b)(2) and is incorporated by reference
herein.

(5) (A) A copy of the Investment Management Agreement between the
Registrant and Keystone Management, Inc., dated August 19, 1993, was
filed with Post-Effective Amendment No.122 as Exhibit 24(b)(5)(A) and
is incorporated by reference herein.

(B) A copy of the Investment Advisory Agreement between Keystone
Management, Inc. and Keystone Investment Management Company, dated
August 19, 1993, was filed with Post-Effective Amendment No. 122 as
Exhibit 24(b)(5)(B)and is incorporated by reference herein.

(6) (A) A copy of the form of Principal Underwriting Agreement between
Registrant and Keystone Investment Distributors Company, dated August
19, 1993, was filed with Post-Effective Amendment No. 122 as Exhibit
24(b)(6)(A) and is incorporated by reference herein. A copy of the form
of Dealer Agreement used by Keystone Investment Distributors Company
was filed with Post-Effective Amendment No. 118 to the Fund's
Registration Statement No. 2-10529/811-101 as part of Exhibit
24(b)(6)(A) and is incorporated by reference herein.

(B) Copies of Registrant's respective Underwriting Agreements with
Kokasai Securities Co., Ltd. and Nomura Securities Co., Ltd., dated
December 29, 1989, were filed with Post- Effective Amendment No. 122 as
Exhibit 24(b)(6)(B) and are incorporated by reference herein.

(7) Not applicable.

(8) A copy of Registrant's Custodian, Fund Accounting and Recordkeeping
Agreement with State Street Bank and Trust Company, dated December 31,
1979, and amendments thereto were filed with Post-Effective Amendment
No. 122 as Exhibit 24(b)(8) and are incorporated by reference herein.

(9) Not applicable.

(10) An opinion and a consent of counsel with respect to the registration of
22,254,845 additional shares of the Fund pursuant to Section 24(e)(1)
of the 1940 Act is filed herewith as Exhibit 24(b)(10).

(11) Consent as to use of opinion of the Registrant's Independent Auditors
Report is filed herewith as Exhibit 24(b)(11).

(12) Not applicable.

(13) Not applicable.

(14) Copies of model plans used in the establishment of Retirement Plans
plans in connection with which the Registrant offers its securities
were filed with Post-Effective Amendment No. 66 to the Registration
Statement No. 33-28183/811-1600 of Keystone Balanced Income Fund (K-1)
(formerly named Keystone Custodian Fund, Series K-1) as Exhibit
24(b)(14) and are incorporated by reference herein.

(15) A copy of Registrant's Distribution Plan adopted pursuant to Rule 12b-1
was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(15)
and incorporated by reference herein.

(16) A schedule for computation of total return for Registrant's one, five,
and ten year periods ending May 31, 1996 is filed herewith as Exhibit
24 (b)(16).

(17) The Financial Data Schedule is filed herewith as Exhibit (24(b)(17).

(18) Not applicable.

(19) Powers of Attorney are filed herewith as Exhibit 24(b)(19).

<PAGE>

Item 25. Persons Controlled by or under Common Control with
Registrant

Not applicable.

Item 26. Number of Holders of Securities

Number of Record
Title of Class Holders as of August 30, 1996
-------------- -----------------------------

Shares of $1.00 92,214
Par Value

Item 27. Indemnification

Provisions for the indemnification of the Registrant's Trustees and officers
are contained in Article VIII of Restatement of Trust, a copy of which was filed
with Post-Effective Amendment No. 122 as Exhibit 24(b)(1) and is incorporated by
reference herein.

Provisions for the indemnification of Kokasai Securities Co., Ltd. and
Nomura Securities Co., Ltd., underwriters for the sale of Registrant's
securities in Japan, are contained in Section 11 of Registrant's respective
Underwriting Agreements with said entities, copies of which were filed with
Post-Effective Amendment No. 122 as Exhibit 24(b)(6)(B) and are incorporated by
reference herein.

Provisions for the indemnification of Registrant's Trustees and officers are
contained in Section 9 of the Principal Underwriting Agreement, a copy of which
was filed with Post-Effective Amendment No. 122 as Exhibit 24(b)(6)(A) and is
incorporated by reference herein.

Provisions for the indemnification of Keystone Management, Inc. and Keystone
Investment Management Company, Registrant's investment manager and investment
adviser, are contained in Section 6 of Registrant's Investment Management
Agreement and Section 5 of Registrant's Investment Advisory Agreement, copies of
which were filed with Post-Effective Amendment No. 122 as Exhibits 24(b)(5)(A)
and 24(b)(5)(B) and are incorporated by reference herein.

Item 28. Business and other Connections of Investment Adviser

The following tables list the names of the various officers and
directors of Keystone Management, Inc. and Keystone Investment
Management Company, Registrant's investment manager and investment
adviser, respectively, and their respective positions. For each named
individual, the tables list, for the past two years, (i) any other
organizations (for Keystone Investment Management Company, excluding
investment advisory clients) with which the officer and/or director has
had or has substantial involvement; and (ii) positions held with such
organizations.

<PAGE>

LIST OF OFFICERS AND DIRECTORS OF KEYSTONE MANAGEMENT, INC.

Position with
Keystone Other
Management, Business
Name Inc. Affiliations

Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Executive Officer,
Chief Execu- President and Director:
tive Officer, Keystone Investments, Inc.
President and Keystone Software, Inc.
Director Keystone Asset Corporation
Keystone Capital Corporation
Keystone Investments
Family of Funds
Chairman of the Board
and Director:
Keystone Investment
Management Company
Keystone Institutional
Company, Inc.
Keystone Fixed Income
Advisers, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment
Company, Inc.
Keystone Investor
Resource Center, Inc.
Boston Children's
Services Association
Middlesex School
Middlebury College
Former Trustee or Director:
Neworld Bank

Edward F. Godfrey Treasurer and Senior Vice President,
Director Chief Financial Officer,
Treasurer and Director
Keystone Investments, Inc.
Keystone Investment
Management Company
Keystone Investment
Distributors Company
Treasurer:
Keystone Institutional
Company, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Former Treasurer and Dirctor:
Hartwell Keystone
Advisers, Inc.
Senior Vice President:
Keystone Investments
Family of Funds

Ralph J. Director President and Director:
Spuehler, Jr. Keystone Investment
Distributors Company
Chairman and Director:
Keystone Investor
Resource Center, Inc.
Keystone Investment
Management Company
Senior Vice President and
Director:
Keystone Investments, Inc.
Treasurer:
Hartwell Emerging Growth Fund
Former President:
Keystone Management, Inc.
Former Treasurer:
Keystone Investments, Inc.
Keystone Investment
Management Company

Rosemary D. Van Senior Vice General Counsel, Senior
Antwerp President, Vice President and Secretary:
General Counsel Keystone Investments, Inc.
and Secretary Senior Vice President and
General Counsel:
Keystone Institutional
Company, Inc.
Senior Vice President,
General Counsel and Director:
Keystone Investor Resource,
Center, Inc.
Fiduciary Investment
Company, Inc.
Keystone Investment
Distributors Company
Senior Vice President,
General Counsel, Director
and Secretary:
Keystone Management, Inc.
Keystone Software, Inc.
Formerly Senior Vice
President and Secretary:
Hartwell Keystone
Advisers, Inc.
Vice President and Secretary:
Keystone Fixed Income
Advisers, Inc.

John D. Rogol Vice President Vice President and
and Controller Controller:
Keystone Investments, Inc.
Keystone Investment
Management Company
Keystone Investment
Distributors Company
Keystone Institutional
Company, Inc.
Fiduciary Investment
Company, Inc.
Keystone Software, Inc.
Advisers, Inc.

J. Kevin Kenely Vice President Vice President:
Keystone Investments, Inc.
Keystone Investment
Distributors Company
Keystone Institutional
Company, Inc.
Keystone Investment
Management Company
Keystone Institutional
Company, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Formerly Controller:
Keystone Investments, Inc.
Keystone Investment
Management Company
Keystone Investment
Distributors Company
Keystone Institutional
Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.

Michael A. Thomas Vice President Vice President:
Keystone Investments, Inc.

<PAGE>

LIST OF OFFICERS AND DIRECTORS OF
KEYSTONE INVESTMENT MANAGEMENT COMPANY

Position with
Keystone Other
Investment Business
Name Management Company Affiliations
- ---- ------------------ ------------

Albert H. Chairman of Chairman of the Board,
Elfner, III the Board, Chief Executive Officer,
Chief Executive President and Director:
Officer,and Keystone Investments, Inc.
Director Keystone Management, Inc.
Keystone Software, Inc.
Keystone Asset Corporation
Keystone Capital Corporation
Chairman of the Board and
Director:
Keystone Fixed Income
Advisers, Inc.
Keystone Institutional
Company, Inc.
President and Director:
Keystone Trust Company
Director or Trustee:
Fiduciary Investment
Company, Inc.
Keystone Investment
Distributors Company
Keystone Investor
Resource Center, Inc.
Boston Children's
Services Associates
Middlesex School
Middlebury College
Former Trustee or Director:
Neworld Bank
Robert Van Partners, Inc.

Philip M. Byrne Director President and Director:
Keystone Institutional
Company, Inc.
Senior Vice President:
Keystone Investments, Inc.

Herbert L. Senior Vice None
Bishop, Jr. President

Donald C. Dates Senior Vice None
President

Gilman Gunn Senior Vice None
President

Edward F. Director, Director, Senior Vice
Godfrey Senior Vice President
President, Chief Financial Officer and
Treasurer and Treasurer:
Chief Financial Keystone Investments, Inc.
Officer Keystone Investment
Distributors Company
Treasurer:
Keystone Institutional
Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Former Treasurer and
Director:
Hartwell Keystone
Advisers, Inc.

James R. McCall Director and None
President

Ralph J. Director President and Director:
Spuehler, Jr. Keystone Investment
Distributors Company
Senior Vice President and
Director:
Keystone Investments, Inc.
Chairman and Director:
Keystone Investor
Resource Center, Inc.
Keystone Management, Inc.
Formerly President:
Keystone Management, Inc.
Formerly Treasurer:
Keystone Investments, Inc.
Keystone Investment
Management Company

Rosemary D. Senior Vice General Counsel, Senior
Van Antwerp President, Vice President and
General Counsel Secretary:
and Secretary Keystone Investments, Inc.
Senior Vice President and
General Counsel:
Keystone Institutional
Company, Inc.
Senior Vice President,
General Counsel and
Director:
Keystone Investor
Resource Center, Inc.
Fiduciary Investment
Company, Inc.
Keystone Investment
Distributors Company
Senior Vice President,
General Counsel, Director
and Secretary:
Keystone Management, Inc.
Keystone Software, Inc.
Former Senior Vice
President and Secretary:
Hartwell Keystone
Advisers, Inc.
Vice President and Secretary:
Keystone Fixed Income
Advisers, Inc.

J. Kevin Kenely Vice President Vice President:
Keystone Investments, Inc.
Keystone Investment
Distributors Company
Keystone Institutional
Company, Inc.
Keystone Management, Inc.
Keystone Institutional
Company, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Formerly Controller:
Keystone Investments, Inc.
Keystone Investment
Management Company
Keystone Investment
Distributors Company
Keystone Institutional
Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.

John D. Rogol Vice President Vice President and
and Controller Controller:
Keystone Investments, Inc.
Keystone Invesmtent
Distributors Company
Keystone Institutional
Company, Inc.
Keystone Management, Inc.
Keystone Software, Inc.
Fiduciary Investment
Company, Inc.
Controller:
Keystone Asset Corporation
Keystone Capital Corporation

Robert K. Vice President None
Baumback

Betsy A. Blacher Senior Vice None
President

Francis X. Claro Vice President None

Kristine R. Vice President None
Cloyes

Christopher P. Senior Vice None
Conkey President

Richard Cryan Senior Vice None
President

Maureen E. Senior Vice None
Cullinane President

George E. Dlugos Vice President None

Antonio T. Docal Vice President None

Sami J. Karam Vice President None

George J. Kimball Vice President None

JoAnn L. Lyndon Vice President None

John C. Vice President None
Madden, Jr.

Stephen A. Marks Vice President None

Eleanor H. Marsh Vice President None

Walter T. Senior Vice None
McCormick President

Barbara McCue Vice President None

Stanley M. Niksa Vice President None

Robert E. O'Brien Vice President None

Margery C. Parker Vice President None

William H. Vice President None
Parsons

Daniel A. Rabasco Vice President None

Kathy K. Wang Vice President None

Judith A. Warners Vice President None

Joseph J. Asst. Vice None
Decristofaro President

<PAGE>

Item 29. Principal Underwriter

Keystone Investment Distributors Company, which acts as Registrant's
principal underwriter, also acts as principal underwriter for the
following entities:

Keystone Balanced Fund II
Keystone America Hartwell Emerging Growth Fund, Inc.
Keystone Quality Bond Fund (B-1)
Keystone Diversified Bond Fund (B-2)
Keystone High Income Bond Fund (B-4)
Keystone Balanced Fund (K-1)
Keystone Strategic Growth Fund (K-2)
Keystone Growth and Income Fund (S-1)
Keystone Mid-Cap Growth Fund (S-3)
Keystone Capital Preservation and Income Fund
Keystone Fund of the America
Keystone Fund for Total Return
Keystone Global Opportunities Fund
Keystone Government Securities Fund
Keystone Intermediate Term Bond Fund
Keystone International Fund Inc.
Keystone Liquid Trust
Keystone Omega Fund
Keystone Precious Metals Holdings, Inc.
Keystone Small Company Growth Fund II
Keystone State Tax Free Fund
Keystone State Tax Free Fund - Series II
Keystone Global Resources and Development Fund
Keystone Strategic Income Fund
Keystone Tax Free Income Fund
Keystone Tax Free Fund
Keystone World Bond Fund

(b) For information with respect to each officer and director of
Registrant's principal underwriter, see the following pages.

<PAGE>

Item 29(b) (continued).

Name and Position and Offices with Position and
Principal Keystone Investment Offices with
Business Address Distributors Company the Fund
- ---------------- ------------------------- ------------
Ralph J. Spuehler* Director, President None

Edward F. Godfrey* Director, Senior Vice Senior Vice
President, Treasurer President
and Chief Financial
Officer

Rosemary D. Van Antwerp* Director, Senior Vice Senior Vice
President, General Counsel President and
Secretary

Albert H. Elfner, III* Director President

Charles W. Carr* Senior Vice President None

Peter M. Delehanty* Senior Vice President None

J. Kevin Kenely* Vice President Treasurer

John D. Rogol* Vice President and None
Controller

Gregg A. Mahalich Divisional Vice None
14952 Richards Drive W. President
Minnetonka, MN 55345

C. Kenneth Molander Divisional Vice None
8 King Edward Drive President
Londenderry, NH 03053

William L. Carey, Jr. Regional Manager and None
4 Treble Lane Vice President
Malvern, PA 19355

John W. Crites Regional Manager and None
2769 Oakland Circle W. Vice President
Aurora, CO 80014

Richard J. Fish Regional Manager and None
309 West 90th Street Vice President
New York, NY 10024

Michael E. Gathings Regional Manager and None
245 Wicklawn Way Vice President
Roswell, GA 30076

Paul D. Graffy Regional Manager and None
15509 Janas Drive Vice President
Lockport, IL 60441

Robert G. Holz, Jr. Regional Manager and None
313 Meadowcrest Drive Vice President
Richardson, Texas 75080

Todd L. Kobrin Regional Manager and None
20 Iron Gate Vice President
Metuchen, NJ 08840

Ralph H. Johnson Regional Manager and None
345 Masters Court, #2 Vice President
Walnut Creek, CA 94598

Robert P. Matson Regional Manager and None
4557 N. O'Connor Blvd. Vice President
No. 1286
Irving, TX 75062

Paul J. McIntyre Regional Manager and None
118 Main Centre, #203 Vice President
Northville, MI 48167

Thomas O. Meloy Regional Manager and None
2808 McKinney Ave. Vice President
No. 141
Dallas, TX 75204

Alan V. Niemi Regional Manager and None
3511 Grant Street and Vice President
Lee's Summit, MO 64064

Ronald L. Noble Regional Manager and None
428 N. Adventure Trail and Vice President
Virginia Beach, VA 23454

Juliana Perkins Regional Manager and None
2348 West Adrian Street Vice President
Newbury Park, CA 91320

Matthew D. Twomey Regional Manager and None
9627 Sparrow Court Vice President
Ellicott City, MD 21042

Mitchell I. Weiser Regional Manager and None
7031 Ventura Court Vice President
Parkland, FL 33067

L. Welden Evans Regional Banking Officer None
490 Huntcliff Green and Vice President
Atlanta, GA 30350

Raymond P. Ajemian* Manager and Vice President None

Jonathan I. Cohen* Vice President None

Michael S. Festa* Vice President None

Russell A. Haskell* Vice President None

Robert J. Matson* Vice President None

John M. McAllister* Vice President None

Mark Minnucci* Vice President None

Ashley M.Norwood* Assistant Vice President None

Burton Robbins Vice President None
1586 Folkstone Terrace
Westlake Village, CA 91361

Julie A. Robinson* Vice President None

Thomas E. Ryan, III* Vice President None

Joan M. Balchunas* Assistant Vice President None

Thomas J. Gainey* Assistant Vice President None

Lyman Jackson* Assistant Vice President None

Eric S. Jeppson* Assistant Vice President None

Peter M. Sullivan Assistant Vice President None
21445 Southeast 35th Way
Issaquah, WA 98027

Jean S. Loewenberg* Assistant Secretary Assistant
Secretary

Colleen L. Mette* Assistant Secretary Assistant
Secretary

Dorothy E. Bourassa* Assistant Secretary Assistant
Secretary

* Located at 200 Berkeley Street, Boston, Massachusetts 02116-5034

Item 29(c). - Not applicable

Item 30. Location of Accounts and Records

200 Berkeley Street
Boston, Massachusetts 02116-5034

State Street Bank and Trust Company
1776 Heritage Drive
Quincy, Massachusetts 02171

Iron Mountain
3431 Sharpslot Road
Swansea, Massachusetts 02777

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Upon request and without charge, Registrant hereby undertakes
to furnish each person to whom a copy of the Registrant's
prospectus is delivered with a copy of the Registrant's latest
annual report to shareholders.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for the effectiveness of this Amendment to its Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Boston, in The
Commonwealth of Massachusetts, on the 25th day of September 1996.

KEYSTONE SMALL COMPANY GROWTH
FUND (S-4)

By:/s/Rosemary D. Van Antwerp
Rosemary D. Van Antwerp*
Senior Vice President and
Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registrant's Registration Statement has been signed below by the following
persons in the capacities indicated on the 25th day of September 1996.

SIGNATURES TITLE

/s/ George S. Bissell Chairman of the Board
George S. Bissell* and Trustee

/s/ Albert H. Elfner,III Chief Executive Officer,
Albert H. Elfner, III* President, and Trustee

/s/ J. Kevin Kenely Treasurer (Principal Financial
J. Kevin Kenely* and Accounting Officer)

*By:/s/ James M. Wall
James M. Wall**
Attorney-in-Fact

<PAGE>

SIGNATURES TITLE

/s/ Frederick Amling Trustee
Frederick Amling*

/s/ Charles A. Austin, III Trustee
Charles A. Austin, III*

/s/ Edwin D. Campbell Trustee
Edwin D. Campbell*

/s/ Charles F. Chapin Trustee
Charles F. Chapin*

/s/ K. Dun Gifford Trustee
K. Dun Gifford*

/s/ Leroy Keith, Jr. Trustee
Leroy Keith, Jr.*

/s/ F. Ray Keyser, Jr. Trustee
F. Ray Keyser, Jr.*

/s/ David M. Richardson Trustee
David M. Richardson*

/s/ Richard J. Shima Trustee
Richard J. Shima*

/s/ Andrew J. Simons Trustee
Andrew J. Simons*

*By:/s/ James M. Wall
James M. Wall**
Attorney-in-Fact

** James M. Wall, by signing his name hereto, does hereby sign this document on
behalf of each of the above-named individuals pursuant to powers of attorney
duly executed by such persons and attached hereto as Exhibit 24(b)(19).

<PAGE>

INDEX TO EXHIBITS

Page Number
In Sequential
Exhibit Number Exhibit Numbering System

1 Trust Agreement, amended May 19831
Trust Agreement, amended May 19881
Restatement of Trust Agreement
dated December 19891

2 By-Laws1

4 Specimen Stock Certificate2

5 (A) Investment Management Agreement1
(B) Investment Advisory Agreement1

6 (A) Principal Underwriting Agreement and
Dealers Agreement1
(B) Additional Underwriting Agreements1

8 Custodian, Fund Accounting
and Recordkeeping Agreement
and Amendments thereto1

10 Opinion and Consent of Counsel3

11 Independent Auditors' Consent3

14 Model Retirement Plans5

15 Distribution Plan1

16 Performance Data Schedule4

17 Financial Data Schedule (filed as Exhibit 27)4

19 Powers of Attorney4

- --------------------------------

1Incorporated herein by reference to Post-Effective Amendment No.
122 to Registration Statement No. 2-10529/811-101.

2Incorporated herein by reference to Post-Effective Amendment No.
40 to Registration Statement No. 2-10529/811-101.

3Filed herewith

4Incorporated herein by reference to Post-Effective Amendment No.
66 to Registration Statement No. 33-28183/811-1600 of Keystone
Balanced Income Fund (K-1).

September 25, 1996

Keystone Small Company Growth Fund (S-4)
200 Berkeley Street
Boston, MA 02116-5034

Ladies and Gentlemen:

I am a Senior Vice President of and General Counsel to Keystone Investment
Management Company, the investment adviser to Keystone Small Company Growth Fund
(S-4) (the "Fund"). You have asked for my opinion with respect to the proposed
issuance of 22,254,845 additional shares of the Fund.

To my knowledge, a Prospectus is being filed with the Securities and
Exchange Commission (the "Commission") as part of this Post-Effective Amendment
No. 124 to the Fund's Registration Statement, which will cover the public
offering and sale of the Fund shares currently registered with the Commission.

In my opinion, such additional shares, if issued and sold in accordance with
the Fund's Trust Agreement, as restated and amended (the "Trust Agreement"), and
offering Prospectus, will be legally issued, fully paid, an nonassessable by the
Fund, entitling the holders thereof to the rights set forth in the Trust
Agreement and subject to the limitations set forth therein.

My opinion is based upon my examination of the Fund's Trust Agreement and
By-Laws; a review of the minutes of the Fund's Board of Trustees authorizing the
issuance of such additional shares; and the Fund's Prospectus. In my examination
of such documents, I have assumed the genuineness of all signatures and the
conformity of copies to originals.

I hereby consent to the use of this opinion in connection with
Post-Effective Amendment No. 124 to the Fund's Registration Statement, which
covers the registration of such additional shares.

Very truly yours,
/s/ Rosemary D. Van Antwerp
Rosemary D. Van Antwerp
Senior Vice President and
General Counsel

CONSENT OF INDEPENDENT AUDITORS

The Trustees and Shareholders
Keystone Small Company Growth Fund (S-4)

We consent to the use of our report dated June 28, 1996.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Boston, Massachusetts
September 25, 1996

S-4 MTD YTD ONE YEAR THREE YEAR THREE YEAR FIVE YEAR FIVE YEAR
31-May-96 TOTAL RETURN COMPOUNDED TOTAL RETURN COMPOUNDED

with cdsc N/A 7.58% 30.03% 74.64% 20.42% 156.56% 20.74%
W/O CDSC 2.27% 10.58% 33.03% 75.64% 20.65% 156.56% 20.74%

Beg dates 30-Apr-96 29-Dec-95 31-May-95 31-May-93 31-May-93 31-May-91 31-May-91
Beg Value (no load) 54,743 50,632 42,087 31,877 31,877 21,822 21,822
End Value (W/O CDSC) 55,988 55,988 55,988 55,988 55,988 55,988 55,988
End Value (with cdsc) 54,469 54,725 55,669 55,669 55,988 55987.659027
beg nav 10.12 9.36 8.62 7.95 7.95 7.17 7.17
end nav 10.35 10.35 10.35 10.35 10.35 10.35 10.35
shares originally purhased 5,409.44 5,409.44 4,882.47 4,009.65 4,009.65 3,043.53 3,043.53

TIME 3 5
INCEPTION DATE 31-Mar-81

S-4
31-May-96

S-4 TEN YEAR TEN YEAR
31-May-96 TOTAL RETURN COMPOUNDED

with cdsc 291.83% 14.63%
W/O CDSC 291.83% 14.63%

Beg dates 30-May-86 30-May-86
Beg Value (no load) 14,289 14,289
End Value (W/O CDSC) 55,988 55,988
End Value (with cdsc) 55,988 55987.659027
beg nav 7.60 7.6
end nav 10.35 10.35
shares originally purhased 1,880.08 1,880.08

TIME 10
INCEPTION DATE 31-Mar-81
</TABLE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chairman of the Board and Chief
Executive Officer and for which Keystone Custodian Funds, Inc. serves as Adviser
or Manager and registering from time to time the shares of such companies, and
generally to do all such things in my name and in my behalf to enable such
investment companies to comply with the provisions of the Securities Act of
1933, as amended, the Investment Company Act of 1940, as amended, and all
requirements and regulations of the Securities and Exchange Commission
thereunder, hereby ratifying and confirming my signature as it may be signed by
my said attorneys to any and all registration statements and amendments thereto.

/s/ George S. Bissell
George S. Bissell
Director/Trustee,
Chairman of the Board

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and/or Chief Executive Officer and for
which Keystone Custodian Funds, Inc. serves as Adviser or Manager and
registering from time to time the shares of such companies, and generally to do
all such things in my name and in my behalf to enable such investment companies
to comply with the provisions of the Securities Act of 1933, as amended, the
Investment Company Act of 1940, as amended, and all requirements and regulations
of the Securities and Exchange Commission thereunder, hereby ratifying and
confirming my signature as it may be signed by my said attorneys to any and all
registration statements and amendments thereto.

/s/ Albert H. Elfner, III
Albert H. Elfner, III
Director/Trustee,
President and Chief
Executive Officer

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Rosemary D. Van Antwerp, Jean S.
Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T. Murphy, each of
them singly, my true and lawful attorneys, with full power to them and each of
them to sign for me and in my name in the capacity indicated below any and all
registration statements, including, but not limited to, Forms N-8A, N-8B-1, S-5,
N-1 and N-1A, as amended from time to time, and any and all amendments thereto
to be filed with the Securities and Exchange Commission for the purpose of
registering from time to time all investment companies of which I am now or
hereafter a Director, Trustee or officer and for which Keystone Investment
Management Company serves as Adviser or Manager and registering from time to
time the shares of such companies, and generally to do all such things in my
name and in my behalf to enable such investment companies to comply with the
provisions of the Securities Act of 1933, as amended, the Investment Company Act
of 1940, as amended, and all requirements and regulations of the Securities and
Exchange Commission thereunder, hereby ratifying and confirming my signature as
it may be signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ J. Kevin Kenely
J. Kevin Kenely
Treasurer

Dated: December 15, 1995

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Frederick Amling
Frederick Amling
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Charles A. Austin III
Charles A. Austin III
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Edwin D. Campbell
Edwin D. Campbell
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Charles F. Chapin
Charles F. Chapin
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ K. Dun Gifford
K. Dun Gifford
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Leroy Keith, Jr.
Leroy Keith, Jr.
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ F. Ray Keyser,Jr.
F. Ray Keyser, Jr.
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ David M. Richardson
David M. Richardson
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Richard J. Shima
Richard J. Shima
Director/Trustee

Dated: December 14, 1994

<PAGE>

POWER OF ATTORNEY

I, the undersigned, hereby constitute Roger T. Wickers, Rosemary D. Van
Antwerp, Jean S. Loewenberg, Dorothy E. Bourassa, James M. Wall and Melina M. T.
Murphy, each of them singly, my true and lawful attorneys, with full power to
them and each of them to sign for me and in my name in the capacity indicated
below any and all registration statements, including, but not limited to, Forms
N-8A, N-8B-1, S-5, N-1 and N-1A, as amended from time to time, and any and all
amendments thereto to be filed with the Securities and Exchange Commission for
the purpose of registering from time to time all investment companies of which I
am now or hereafter a Director or Trustee and for which Keystone Custodian
Funds, Inc. serves as Adviser or Manager and registering from time to time the
shares of such companies, and generally to do all such things in my name and in
my behalf to enable such investment companies to comply with the provisions of
the Securities Act of 1933, as amended, the Investment Company Act of 1940, as
amended, and all requirements and regulations of the Securities and Exchange
Commission thereunder, hereby ratifying and confirming my signature as it may be
signed by my said attorneys to any and all registration statements and
amendments thereto.

/s/ Andrew J. Simons
Andrew J. Simons
Director/Trustee

Dated: December 14, 1994

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM ACCOUNTING
RECORDS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
ACCOUNTING
RECORDS.
</LEGEND>
<SERIES>
<NUMBER> 101
<NAME> KEYSTONE SMALL COMPANY GROWTH FUND (S-4) CLASS A
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-START> JUN-01-1995
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 1,401,487,135
<INVESTMENTS-AT-VALUE> 1,991,511,825
<RECEIVABLES> 34,075,067
<ASSETS-OTHER> 253,267
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,025,840,159
<PAYABLE-FOR-SECURITIES> 20,037,582
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 20,037,582
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,220,629,744
<SHARES-COMMON-STOCK> 193,826,852
<SHARES-COMMON-PRIOR> 169,274,066
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (7,483)
<ACCUMULATED-NET-GAINS> 195,155,626
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 590,024,690
<NET-ASSETS> 2,005,802,577
<DIVIDEND-INCOME> 3,276,217
<INTEREST-INCOME> 3,732,102
<OTHER-INCOME> 0
<EXPENSES-NET> (31,486,761)
<NET-INVESTMENT-INCOME> (24,478,442)
<REALIZED-GAINS-CURRENT> 389,754,504
<APPREC-INCREASE-CURRENT> 127,581,090
<NET-CHANGE-FROM-OPS> 492,857,152
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> (173,760,139)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 141,592,081
<NUMBER-OF-SHARES-REDEEMED> (131,599,635)
<SHARES-REINVESTED> 14,560,340
<NET-CHANGE-IN-ASSETS> 545,847,719
<ACCUMULATED-NII-PRIOR> 7,480,848
<ACCUMULATED-GAINS-PRIOR> 59,421,377
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> (8,473,139)
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> (31,708,506)
<AVERAGE-NET-ASSETS> 1,833,222,927
<PER-SHARE-NAV-BEGIN> 8.62
<PER-SHARE-NII> (0.13)
<PER-SHARE-GAIN-APPREC> 2.87
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> (1.01)
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 10.35
<EXPENSE-RATIO> 1.72
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>