May 15, 1997
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Keystone Omega Fund (the "Fund")
File No. 2-28183/811-1600
Dear Sirs/Madams:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "Act"), the Fund hereby certifies that (i) the form of prospectus and
statement of additional information that the Fund would have filed under Rule
497(c) under the Act would not have differed from the prospectus and statement
of additional information contained in the Fund's most recent post-effective
amendment (Post-Effective Amendment No. 28 to Registration Statement
No. 2-28183/811-1600) (the "Amendment"); and (ii) the text of the Amendmen
was filed electronically via EDGAR on April 30, 1997.
Please acknowledge receipt of this transmission by responding to the
CompuServe mailbox number provided.
If you have any questions or would like further information, please
call me at (617) 210-3648.
Very truly yours,
Dorothy E. Bourassa
20507
