KEYSTONE INTERNATIONAL FUND INC
497, 1995-02-09
OIL ROYALTY TRADERS
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                        SUPPLEMENT TO CURRENT PROSPECTUS
                    AND STATEMENT OF ADDITIONAL INFORMATION

                                       OF

                        KEYSTONE INTERNATIONAL FUND INC.
                                  (the "FUND")

                             Dated February 1, 1995



         The  Financial  Highlights  section of the Fund's  prospectus is hereby
supplemented to include the following unaudited financial information:

                              FINANCIAL HIGHLIGHTS
                (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>

                                                              Six Months
                                                                 Ended
                                                             March 31, 1994<F1>
                                                              (Unaudited)
         <S>                                                 <C>     
         Net asset value: Beginning of period                  $   7.08
         ------------------------------------------------------------------
         INCOME FROM INVESTMENT OPERATIONS
         Investment income (deficit)-net                          (0.01)
         Realized gains (losses) on investments-net                0.59
         ------------------------------------------------------------------
         Total from investment operations                          0.58
         LESS DISTRIBUTIONS
         Dividends from investment income-net                      0
         Distributions in excess of investment income-net <F2>     0
         Distributions from realized capital gains                 0       
         ------------------------------------------------------------------
         Total distributions                                       0.00    
         ------------------------------------------------------------------
         Net asset value: End of period                        $   7.66    
         ------------------------------------------------------------------
         TOTAL RETURN <F3>                                         8.19% <F4>
         RATIOS/SUPPLEMENTAL DATA
         Ratios to average net assets:
           Operating and management expenses<F5>                   2.39%
           Investment income (deficit)-net <F5>                   (0.66%)
         Portfolio turnover rate                                     70%
         Net assets, end of period (thousands)                 $148,651


<FN>
<F1> Calculation based on average shares outstanding.

<F2> Effective  October 1, 1993 the Fund  adopted  Statement  of Position  93-2;
     Determination,  Disclosure and Financial Statement  Presentation of Income,
     Capital Gain and Return of Capital  Distributions by Investment  Companies.
     As a result,  distribution  amounts  exceeding  book  basis net  investment
     income (or tax basis net income on a  temporary  basis)  are  presented  as
     "Distributions  in excess of  investment  income-net".  Similarly,  capital
     distributions  in excess of book basis  capital gains (or tax basis capital
     gains on a temporary  basis) are presented as  "Distributions  in excess of
     realized capital gains".  For the fiscal years prior to September 30, 1993,
     distributions  in excess of book basis net income  were  charged to paid-in
     capital.

<F3> Excluding applicable sales charges.

<F4> Total return indicated is not annualized.

<F5> Annualized.
</TABLE>

<PAGE>
     In addition,  the Fund's prospectus and statement of additional information
are hereby supplemented to include the following information:

*    On July 27, 1994, the Fund's fiscal year end was changed to October 31.

*    For the fiscal period ended  September 30, 1994, the Fund paid 2.54% of its
     average net assets in expenses. During the period ended September 30, 1994,
     the  Fund  paid  or  accrued  to  Keystone   Management,   Inc.  ("Keystone
     Management")  investment  management  and  administrative  services fees of
     $1,094,303,  which represented 0.75% of the Fund's average net assets on an
     annualized basis. Of such amount paid to Keystone Management,  $930,158 was
     paid to Keystone  Custodian  Funds,  Inc.  ("Keystone")  for its investment
     advisory  services.  During the fiscal period ended September 30, 1994, the
     Fund paid or accrued to Keystone  Investor  Resource Center,  Inc. ("KIRC")
     and  Keystone  Group,  Inc.  $24,705 for certain  accounting  and  printing
     services and $667,589 to KIRC for transfer agent fees.


*    During the fiscal  period  ended  September  30, 1994,  the Fund  recovered
     $7,861 in deferred sales charges.  During such fiscal period, the Fund paid
     Keystone Distributors,  Inc. ("KDI") $1,460,493 under the Fund's Rule 12b-1
     Distribution Plan. The amount paid by the Fund under its Distribution Plan,
     net of contingent  deferred  sales charges,  was  $1,452,632  (1.00% of the
     Fund's average daily net asset value during the fiscal period).  During the
     fiscal period ended  September 30, 1994,  KDI received $0 after payments of
     commissions  on new  sales  and  service  fees to  dealers  and  others  of
     $1,709,228.  During  such  fiscal  period,  KDI also  received  $183,020 in
     contingent  deferred  sales  charges.  At September  30, 1994,  KDI's total
     unreimbursed  distribution  expenses amounted to $2,258,471,  (1.46% of the
     Fund's net asset  value as of  September  30,  1994).  The right to certain
     portions of this  amount,  if and when  receivable,  was assigned by KDI in
     1988 in connection with a financial transaction.  As of September 30, 1994,
     $92,780 of the amount assigned remained outstanding.

*    The Fund's  portfolio  turnover rates for the fiscal period or year, as the
     case  may be,  ended  September  30,  1994  and  1993  were  121%  and 68%,
     respectively.

*    During  the  fiscal  period  ended   September  30,  1994,  the  Fund  paid
     approximately $923,756 in brokerage fees.

*    The  cumulative  total  return  of the Fund for the one,  five and ten year
     periods  ended  September  30,  1994 was 5.75%  (with  CDSC),  18.09%,  and
     207.28%,  respectively.  The compounded average rate of return for the five
     and ten year  periods  ended  September  30,  1994 were  3.38% and  11.88%,
     respectively.


     The Fund's statement of additional  information is further  supplemented to
include the following unaudited financial information:


<PAGE>

Keystone International Fund, Inc. 

SCHEDULE OF INVESTMENTS-March 31, 1994 
(Unaudited) 
<TABLE>
<CAPTION>
                                                  Number             Market 
                                               of Shares              Value 
<S>                                           <C>               <C>
COMMON STOCKS (70.2%) 
ARGENTINA (0.9%) 
DIVERSIFIED COMPANIES (0.6%) 
YPF                                               38,936          $ 936,411 
FINANCE (0.2%) 
Citicorp Equity Investments                       35,500            216,550 
INDUSTRIALS (0.1%) 
Quilmes                                            9,400            191,760 
TOTAL ARGENTINA                                                   1,344,721 
AUSTRALIA (1.3%) 
FINANCE (1.2%) 
National Australia Bank                           95,500            762,018 
Westpac Banking                                  300,000            961,296 
                                                                  1,723,314 
FOODS (0.1%) 
Fosters Brewing Group                            270,000            227,177 
TOTAL AUSTRALIA                                                   1,950,491 
BELGIUM (0.8%) 
AUTOMOTIVE (0.8%) 
Bekaert                                            1,680          1,154,219 
BRAZIL (0.9%) 
BROADCASTING (0.4%) 
Telebras                                          15,200            642,200 
METALS AND MINING (0.1%) 
Acesita                                        3,049,500            213,651 
UTILITIES (0.4%) 
Eletrobras                                     1,870,000            513,904 
TOTAL BRAZIL                                                      1,369,755 
CANADA (6.7%) 
ADVERTISING AND PUBLISHING (0.3%) 
Quebecor                                          25,300            365,686 
CAPITAL GOODS (0.5%) 
Bombardier, Inc.                                  48,000            732,818 
CONGLOMERATES (0.4%) 
Brascan                                           50,000           $623,329 
DIVERSIFIED COMPANIES (0.6%) 
Power Corp. Canada                                64,100            949,664 
FINANCE (0.6%) 
Bank Montreal                                     13,000            246,621 
Investors Group                                   20,000            289,080 
MacKenzie Financial                               50,000            374,901 
                                                                    910,602 
FOODS (0.2%) 
Seagram                                            9,000            249,750 
METALS AND MINING (1.4%) 
Alcan Aluminum Ltd.                               20,000            440,000 
Cameco Corp.                                      13,900            241,093 
Chauvco Resources Ltd.                            20,066            280,970 
Cominco Ltd.                                       8,800            127,600 
Inco Ltd.                                         20,000            495,000 
Metall Mining Corp.                               25,000            221,327 
Rio Algom Ltd.                                    13,500            232,875 
                                                                  2,038,865 
PAPER AND PACKAGING (1.3%) 
Macmillan Bloedel Ltd.                           106,300          1,642,092 
Noranda 1st, Inc.                                 28,500            267,760 
                                                                  1,909,852 
RETAIL (0.7%) 
Hudson's Bay                                      50,000          1,065,982 
TRANSPORTATION (0.7%) 
Canadian Pacific                                  69,300          1,076,787 
TOTAL CANADA                                                      9,923,335 
CHILE (1.6%) 
DIVERSIFIED COMPANIES (1.6%) 
Antofagasta Holdings                             113,400          2,375,019 
FINLAND (0.2%) 
INDUSTRIALS (0.2%) 
Fiskars AB Oy                                      4,600           244,524 

<PAGE> 
SCHEDULE OF INVESTMENTS-March 31, 1994 
(Unaudited) 
                                                  Number             Market 
                                               of Shares              Value 

FRANCE (3.7%) 
AUTOMOTIVE (0.8%) 
Michelin                                          26,200         $1,144,727 
CAPITAL GOODS (1.3%) 
Alcatel Alsthom                                   16,326          1,907,899 
CONSUMER GOODS (0.4%) 
Skis Rossignol                                     1,740            619,488 
COSMETICS (0.8%) 
L'Oreal                                            6,000          1,234,953 
FINANCE (0.4%) 
Cie Finance Paribas, A Bearer Shares               4,650            355,338 
Cie Finance Paribas                                9,300              3,264 
Societe Generale                                   2,263            250,165 
                                                                    608,767 
TOTAL FRANCE                                                      5,515,834 
GERMANY (1.8%) 
ADVERTISING AND PUBLISHING (0.9%) 
Siemens AG                                         3,265          1,360,335 
FINANCE (0.9%) 
Deutsche Bank                                      1,695            803,248 
Dresdner Bank                                      2,282            547,209 
                                                                  1,350,457 
TOTAL GERMANY                                                     2,710,792 
HONG KONG (1.9%) 
AIR TRANSPORTATION (0.4%) 
Cathay Pacific Airways                           464,000            654,468 
CONSUMER GOODS (0.5%) 
Amway Asia Pacific Ltd.                           18,000            659,250 
FINANCE (0.7%) 
HSBC Holdings                                     93,543          1,053,112 
TELECOMMUNICATIONS (0.3%) 
Hongkong Telecom                                 240,000           $397,526 
TOTAL HONG KONG                                                   2,764,356 
INDONESIA (0.9%) 
DRUGS (0.3%) 
Kalbe Farma                                       79,920            430,196 
FOODS (0.0%) 
Mayora Indah                                      19,500              2,715 
RETAIL (0.2%) 
Matahari Putra                                    73,000            264,223 
Tigaraksa Satria                                  15,000             55,684 
                                                                    319,907 
TEXTILES & APPAREL (0.4%) 
Indorama Synthetic                               147,000            590,046 
TOTAL INDONESIA                                                   1,342,864 
ITALY (1.2%) 
TELECOMMUNICATIONS (1.2%) 
STET Societa Finanziaria Tel                     505,500          1,808,389 
JAPAN (14.6%) 
AMUSEMENTS (1.2%) 
Chudenko                                          28,000            967,969 
Sega Enterprises                                  10,200            761,015 
                                                                  1,728,984 
AUTOMOTIVE (3.1%) 
Bridgestone                                      168,000          2,460,937 
Nissan Motor                                     140,000          1,121,094 
Toyota Motor                                      55,000          1,058,106 
                                                                  4,640,137 
BUILDING (0.3%) 
Sekisui House                                     34,000            421,680 
DIVERSIFIED COMPANIES (0.3%) 
Aoyama Trading                                     9,000            512,402 
                                                   (continued on next page) 

<PAGE> 
Keystone International Fund, Inc. 

SCHEDULE OF INVESTMENTS-March 31, 1994 
(Unaudited) 
                                                  Number             Market 
                                               of Shares              Value 
ELECTRONICS PRODUCTS (6.1%) 
Hitachi                                          198,000         $1,798,242 
NEC                                              104,000          1,076,563 
Sony                                              65,500          3,741,943 
Toshiba                                          332,000          2,389,492 
                                                                  9,006,240 
FINANCE (1.9%) 
Nomura Securities                                131,000          2,750,488 
OFFICE AND BUSINESS EQUIPMENT (1.7%) 
Canon                                            164,000          2,594,531 
TOTAL JAPAN                                                      21,654,462 
MALAYSIA (0.6%) 
AMUSEMENTS (0.2%) 
Genting Berhad                                    29,000            279,273 
FOODS (0.4%) 
Nestle Malay Berhad                               54,000            295,807 
Rothmans Pall Mall                                53,000            349,581 
                                                                    645,388 
TOTAL MALAYSIA                                                      924,661 
MEXICO (0.5%) 
BUILDING (0.0%) 
International de Ceramica                          4,600             30,139 
FOODS (0.3%) 
Tablex de Cv                                     152,500            454,166 
METALS AND MINING (0.2%) 
Penoles                                           88,500            253,023 
TOTAL MEXICO                                                        737,328 
NETHERLANDS (6.6%) 
ADVERTISING AND PUBLISHING (1.3%) 
Telegraaf                                         10,000            864,692 
Wolters Kluwer                                    17,172          1,017,396 
                                                                  1,882,088 
CONSUMER GOODS (2.0%) 
Heineken                                           9,431         $1,122,558 
Philips                                           67,700          1,846,528 
                                                                  2,969,086 
FINANCE (0.3%) 
ABN Amro                                          13,222            457,318 
HEALTH & HOUSEHOLD PRODUCTS (0.7%) 
Unilever                                           9,615          1,014,617 
INSURANCE (0.3%) 
Aegon                                             10,632            536,850 
OIL (1.6%) 
Royal Dutch Petroleum Co.                         23,740          2,405,045 
RETAIL (0.4%) 
Ahold                                             22,976            602,147 
TOTAL NETHERLANDS                                                 9,867,151 
PERU (3.6%) 
FINANCE (0.9%) 
Banco de Credito                                 461,070          1,359,211 
METALS AND MINING (1.6%) 
Minsur                                            81,240            667,957 
Southern Peru                                    553,243          1,740,511 
                                                                  2,408,468 
UTILITIES (1.1%) 
Peruana Telefonos                                255,000          1,555,136 
TOTAL PERU                                                        5,322,815 
REPUBLIC OF KOREA (5.2%) 
ELECTRONICS PRODUCTS (1.1%) 
Samsung Electronics, Ltd., 
Global Depository Shares                          17,859            794,726 
Samsung Electronics, Ordinary Shares              11,000            906,275 
Samsung, Ordinary Shares                             572             18,567 
                                                                  1,719,568 

<PAGE> 
SCHEDULE OF INVESTMENTS-March 31, 1994 
(Unaudited) 
                                                  Number             Market 
                                               of Shares              Value 
FINANCE (0.1%) 
Daegu Bank                                         6,500            $96,636 
FOODS (1.2%) 
Cheil Food & Chemicals, New Shares                 1,192             52,929 
Cheil Food & Chemicals, Ordinary 
Shares                                             8,500            471,783 
Oriental Brewery                                  50,000          1,220,343 
                                                                  1,745,055 
INDUSTRIALS (0.3%) 
Daewoo Heavy Industries                           33,639            500,115 
METALS AND MINING (0.6%) 
Pohang Iron & Steel                               15,000            958,930 
TEXTILES & APPAREL (0.2%) 
Baikyang                                             190             20,950 
Pangrim Spinning                                   4,254            242,438 
                                                                    263,388 
UTILITIES (1.7%) 
Korea Electric Power                              83,000          2,467,943 
TOTAL REPUBLIC OF KOREA                                           7,751,635 
SPAIN (1.5%) 
FINANCE (1.5%) 
Argentaria                                        35,000            739,375 
Banco Santander                                   19,000            909,091 
Banco Popular                                      5,050            550,165 
                                                                  2,198,631 
TOTAL SPAIN                                                       2,198,631 
SWEDEN (2.2%) 
AUTOMOTIVE (0.7%) 
Volvo AB                                          14,100          1,100,421 
CONSUMER GOODS (0.9%) 
Electrolux AB                                     27,800          1,280,434 
OFFICE AND BUSINESS EQUIPMENT (0.6%) 
Esselte AB                                        70,000            949,322 
TOTAL SWEDEN                                                      3,330,177 
SWITZERLAND (5.9%) 
CHEMICALS (1.0%) 
Ciba-Geigy                                         2,435         $1,570,968 
DRUGS (1.9%) 
Roche Holding AG                                     466          2,315,959 
Sandoz                                               165            452,712 
                                                                  2,768,671 
FINANCE (0.8%) 
CS Holding                                         1,385            613,701 
Swiss Bank Corp.                                   2,327            338,203 
Swiss Reinsurance                                    605            252,208 
                                                                  1,204,112 
FOODS (1.6%) 
Nestle                                             2,756          2,317,346 
TECHNOLOGY (0.6%) 
Oerlikon Buhrle AG                                 3,600            393,052 
SGS Holding                                          340            525,487 
                                                                    918,539 
TOTAL SWITZERLAND                                                 8,779,636 
UNITED KINGDOM (4.4%) 
AIR TRANSPORTATION (0.3%) 
British Airways                                   69,800            420,795 
CAPITAL GOODS (0.5%) 
Pilkington                                       285,000            767,862 
CONGLOMERATES (1.5%) 
Lonrho                                         1,000,000          2,180,708 
DIVERSIFIED COMPANIES (0.1%) 
Christie's International                          73,000            231,453 
FINANCE (0.7%) 
Forte                                             63,000            241,947 
Warburg (S.G.) Group                              77,000            869,946 
                                                                  1,111,893 
                                                   (continued on next page) 

<PAGE> 
Keystone International Fund, Inc. 

SCHEDULE OF INVESTMENTS-March 31, 1994 
(Unaudited) 
                                                  Number             Market 
                                               of Shares              Value 
METALS AND MINING (1.3%) 
British Steel                                    892,000         $1,878,803 
TOTAL UNITED KINGDOM                                              6,591,514 
UNITED STATES (0.3%) 
TELECOMMUNICATIONS (0.3%) 
Tele 2000                                        123,750            444,610 
VENEZUELA (2.9%) 
BUILDING (0.3%) 
Vencemos                                         198,000            412,930 
CONGLOMERATES (0.1%) 
H L Boulton + Co.                              1,649,500            197,086 
FINANCE (0.0%) 
Venezuela (Republic of)                           20,000                200 
FOODS (0.2%) 
Mavesa                                            29,666            259,577 
METALS AND MINING (0.2%) 
Sivensa                                          700,000            272,506 
PAPER AND PACKAGING (0.1%) 
Venezolana de Pulp                               235,006            153,158 
UTILITIES (2.0%) 
Electric de Caracas                              940,000          2,997,740 
TOTAL VENEZUELA                                                   4,293,197 
TOTAL COMMON STOCKS 
(Cost--$86,569,300)                                             104,400,116 
PREFERRED STOCK (2.0%) 
AUSTRALIA (0.5%) 
FINANCE (0.5%) 
Westpac Banking                                  120,000            681,532 
BRAZIL (1.5%) 
FINANCE (0.1%) 
Banco Bradesco                                 1,827,153             30,808 
Unibanco Uniao de                              2,758,000            168,798 
                                                                    199,606 
FOODS (0.5%) 
Sadia Concordia                               68,000,000           $804,032 
METALS AND MINING (0.1%) 
Paranapanema                                  65,800,000            133,245 
PAPER AND PACKAGING (0.4%) 
Klabin Fab Papel                                 171,000            318,282 
Papel Simao                                    7,250,000            254,011 
                                                                    572,293 
RETAIL (0.1%) 
Mesbla                                           205,000            152,402 
TECHNOLOGY (0.3%) 
Marco Polo                                     1,837,500            423,492 
TOTAL BRAZIL                                                      2,285,070 
TOTAL PREFERRED STOCK 
(Cost--$2,636,686)                                                2,966,602 
                                                     Par 
                                                   Value 
FIXED INCOME (2.4%) 
CANADA (1.1%) 
CONVERTIBLE BONDS (1.1%) 
Brascan Ltd., 7.00%, 10/15/02                 $2,318,000          1,641,714 
VENEZUELA (1.3%) 
CONVERTIBLE BONDS (1.3%) 
Venezuela (Republic of), 6.75%, 
3/31/20                                        4,000,000          1,980,000 
TOTAL FIXED INCOME 
(Cost--$4,455,580)                                                3,621,714 
</TABLE>

<PAGE> 
<TABLE>
<CAPTION>
 SCHEDULE OF INVESTMENTS-March 31, 1994 
(Unaudited) 
                                                Maturity             Market 
                                                   Value              Value 
<S>                                           <C>              <C>
SHORT-TERM INVESTMENTS (20.5%) 
CERTIFICATE OF DEPOSIT (0.0%) 
State Street Bank & Trust Co., 
2.375%, 5/2/94 
(Cost $11,700)                                   $11,700            $11,700 
REPURCHASE AGREEMENTS (20.5%) 
Kidder Peabody, 3.65%, purchased 
3/31/94, maturing 4/4/94, 
(Collateralized by $35,135,000 FNMA 
Pool #74096, 6.374%, due 12/1/28)             15,006,083         15,000,000 
Smith Barney Harris Upham & Co. Inc., 
3.55%, purchased 3/31/94, maturing 
4/4/94 (Collateralized by $14,560,000 
U.S. Treasury Bond, 7.875%, due 
8/15/01)                                      15,397,071         15,391,000 
                                                                 30,391,000 
TOTAL SHORT-TERM INVESTMENTS 
(Cost--$30,402,700)                                              30,402,700 
TOTAL INVESTMENTS 
(Cost--$124,064,266)                                            141,391,132 
OTHER ASSETS AND LIABILITIES--NET 
(4.9%)                                                            7,260,109 
NET ASSETS (100%)                                              $148,651,241 
</TABLE>

See Notes to Financial Statements. 

<PAGE> 
FINANCIAL HIGHLIGHTS 
(For a share outstanding throughout the period) 
<TABLE>
<CAPTION>
                                                                           Year Ended September 30, 
                                          Six Months 
                                               Ended 
                                   March 31, 1994(a)       1993(a)      1992(a)         1991          1990         1989 
                                         (Unaudited) 
<S>                                         <C>           <C>           <C>          <C>          <C>          <C>
Net asset value: Beginning of 
period                                         $7.08         $6.01        $5.91        $5.35         $7.51        $6.66 
Income from investment 
operations 
Investment income (deficit)-net               (0.01)        (0.03)       (0.01)       (0.01)        (0.07)       (0.14) 
Realized gains (losses) on 
investments-net                                 0.59          1.14         0.34         0.83        (1.74)         1.06 
Total from investment 
operations                                      0.58          1.11         0.33         0.82        (1.81)         0.92 
Less distributions 
Dividends from investment 
income-net                                         0             0            0            0             0       (0.07) 
Distributions in excess of 
investment income-net (b)                          0        (0.04)       (0.23)       (0.03)             0            0 
Distributions from realized 
capital gains                                      0             0            0       (0.23)        (0.35)            0 
Total distributions                             0.00        (0.04)       (0.23)       (0.26)        (0.35)       (0.07) 
Net asset value: End of period                 $7.66         $7.08        $6.01        $5.91         $5.35        $7.51 
Total return (c)                            8.19%(d)        18.59%        5.78%       15.59%      (25.12%)       13.55% 
Ratios/supplemental data 
Ratios to average net assets: 
 Operating and management 
expenses (e)                                   2.39%         1.93%        3.41%        3.14%         2.92%        2.65% 
 Investment income 
(deficit)-net (e)                            (0.66%)       (0.46%)      (0.09%)      (0.07%)       (0.51%)      (0.79%) 
Portfolio turnover rate                          70%           68%          74%          85%           42%          42% 
Net assets, end of period 
(thousands)                                 $148,651      $111,752      $64,135      $72,923       $73,768     $121,047 
</TABLE>

(a) Calculation based on average shares outstanding. 

(b) Effective October 1, 1993 the Fund adopted Statement of Position 93-2: 
    Determination, Disclosure and Financial Statement Presentation of Income, 
    Capital Gain and Return of Capital Distributions by Investment Companies. 
    As a result, distribution amounts exceeding book basis net investment 
    income (or tax basis net income on a temporary basis) are presented as 
    "Distributions in excess of investment income-net". Similarly, capital 
    gain distributions in excess of book basis capital gains (or tax basis 
    capital gains on a temporary basis) are presented as "Distributions in 
    excess of realized capital gains". For the fiscal years prior to 
    September 30, 1993, distributions in excess of book basis net income were 
    charged to paid-in capital. 

(c) Excluding applicable sales charges. 

(d) Total return indicated is not annualized. 

(e) Annualized. 

See Notes to Financial Statements. 

<PAGE> 
STATEMENT OF ASSETS AND LIABILITIES-- 
March 31, 1994 (Unaudited) 
<TABLE>
<CAPTION>
<S>                                                            <C>
ASSETS: 
Investments at market value (Note 1): 
 Long-term investments                                         $110,988,432 
 Repurchase agreements                                           30,391,000 
 Other short-term investments                                        11,700 
   Total investments 
   (identified cost--$124,064,266)                             $141,391,132 
Receivable for: 
 Investments sold                                                 8,732,105 
 Fund shares sold                                                   295,632 
 Interest and dividends                                             645,281 
 Refundable foreign tax withholding                                  94,502 
 Forward foreign currency exchange contracts    
    (Notes 1 and 5)                                              66,800,394 
Prepaid expenses                                                     20,086 
 Total assets                                                   217,979,132 
Liabilities: 
Payable for: 
 Fund shares redeemed                                               768,619 
 Forward foreign currency exchange contracts   
     (Notes 1 and 5)                                             68,377,510 
Foreign tax withholding                                              68,995 
Accrued reimbursable expenses (Note 4)                                6,205 
Other accrued expenses                                              106,562 
     Total liabilities                                           69,327,891 
Net assets                                                     $148,651,241 
Net assets represented by (Notes 1, 2 and 5): 
Paid-in capital                                                $121,394,862 
Undistributed investment income (deficit)--net                    (447,352) 
Accumulated realized gains (losses) on investment 
transactions--net                                                11,954,474 
Net unrealized appreciation (depreciation) on: 
 Investments                                                     17,326,866 
 Foreign currency related transactions                          (1,577,609) 
Total net assets applicable to outstanding shares of 
beneficial interest ($7.66 a share on 19,395,467 
shares outstanding) (Note 2)                                   $148,651,241 
</TABLE>

See Notes to Financial Statements. 

STATEMENT OF OPERATIONS-- 
Six Months Ended March 31, 1994 (Unaudited) 
<TABLE>
<CAPTION>
<S>                                              <C>                <C>
Investment income (Note 1): 
 Dividends (net of foreign withholding 
  taxes of $97,097)                                                    $542,523 
Interest                                                                672,466 
  Total income                                                        1,214,989 
Expenses (Notes 2 and 4): 
Management fee                                      $526,581 
Transfer agent fees                                  308,435 
Accounting, auditing and legal                        33,142 
Custodian fees--foreign                               70,684 
Custodian fees--domestic                              44,656 
Printing                                              16,320 
Distribution Plan expenses                           654,499 
Registration fees                                     20,859 
Miscellaneous expenses                                 1,516 
  Total expenses                                                      1,676,692 
Loss from operations                                                  (461,703) 
Realized and unrealized gain (loss) on 
investments and foreign currency related 
transactions (Notes 1, 3 and 5): 
Realized gain (loss) on: 
 Investments and foreign currency 
 holdings--net                                    12,885,672 
Foreign currency related transactions                 68,884 
Realized gain on investments and 
foreign currency related 
transactions--net                                                    12,954,556 
Net change in unrealized appreciation 
(depreciation) on: 
   Investments and foreign currency 
   holdings                                      (2,687,766) 
   Foreign currency related transactions         (1,263,582) 
   Increase (decrease) in unrealized 
   appreciation or depreciation--net                                (3,951,348) 
Net gain on investments and foreign 
currency related transactions                                         9,003,208 
 Net increase in net assets resulting 
 from operations                                                     $8,541,505 
</TABLE>

<PAGE> 
Keystone International Fund, Inc. 

STATEMENTS OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                                                   Six Months         Year Ended 
                                                                                        Ended      September 30, 
                                                                               March 31, 1994               1993 
                                                                                  (Unaudited) 
<S>                                                                            <C>                  <C>
Operations: 
Loss from operations--net (Note 1)                                                 $(461,703)         $(356,833) 
Realized gain (loss) on investments, closed futures contracts and foreign 
currency related transactions--net (Notes 1 and 3)                                 12,954,556            955,676 
Increase (decrease) in unrealized appreciation or depreciation on 
investments, open futures contracts, and foreign currency related 
transactions--net                                                                 (3,951,348)         12,881,104 
   Net increase in net assets resulting from operations                             8,541,505         13,479,947 
Distributions to shareholders in excess of investment income--net 
 (Note 1)                                                                                   0          (431,822) 
Capital share transactions (Note 2): 
Proceeds from shares sold                                                          91,488,410         71,255,741 
Payments for shares redeemed                                                     (63,130,299)       (37,059,530) 
Net asset value of shares issued in reinvestment of distributions in 
excess of investment income--net                                                            0            372,504 
Net increase in net assets resulting from capital share transactions               28,358,111         34,568,715 
   Total increase in net assets                                                    36,899,616         47,616,840 
Net assets: 
Beginning of period                                                               111,751,625         64,134,785 
End of period [including undistributed investment income (deficit)--net as 
follows: March 31, 1994--($447,352) September 30, 1993 ($993,980)] (Note 1)
                                                                                 $148,651,241       $111,751,625 
</TABLE>

See Notes to Financial Statements. 

<PAGE> 
NOTES TO FINANCIAL STATEMENTS 

1. Significant Accounting Policies 

Keystone International Fund, Inc. (the "Fund") is a Massachusetts corporation 
for which Keystone Management, Inc. ("KMI") is the Investment Manager and 
Keystone Custodian Funds, Inc. ("Keystone") is the Investment Adviser. The 
Fund is registered under the Investment Company Act of 1940 as a diversified, 
open-end investment company. 

Keystone is a wholly-owned subsidiary of Keystone Group, Inc. ("KGI"), a 
Delaware corporation. KGI is privately owned by an investor group consisting 
of members of current management 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. 

A. Investments, including American Depository Receipts ("ADRs"), 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: (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. ADRs, which are certificates representing 
shares of foreign securities deposited in domestic and foreign banks, are 
traded and valued in United States dollars. Those securities traded in 
foreign currency amounts are translated into United States dollars as 
follows: market value of investments, assets, and liabilities at the daily 
rate of exchange; and purchases and sales of investments, income, and 
expenses at the rate of exchange prevailing on the respective dates of such 
transactions. 

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. Short-term investments denominated in a foreign currency 
are adjusted daily to reflect changes in exchange rates. 

B. 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 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. 

C. Securities transactions are accounted for on the trade date. Realized 
gains and losses are recorded on the identified cost basis. Interest income 
is recorded on 

<PAGE> 
Keystone International Fund, Inc. 

the accrual basis and dividend income is recorded on the ex-dividend date. 
All original issue discounts are amortized for both financial reporting and 
federal income tax purposes. Distributions to shareholders are recorded on 
the ex-dividend date. 

D. 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. 

E. For the year ended September 30, 1993, the Fund used the accounting 
practice known as equalization by which a portion of the proceeds from sales 
and the costs of redemptions of capital shares (equivalent on a per share 
basis to the amount of undistributed net investment income on the date of the 
transactions) was credited or charged to undistributed income. As a result, 
undistributed net investment income per share was not affected by sales or 
redemptions of shares. Effective October 1, 1993 the Fund discontinued 
equalization accounting. 

F. 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 the 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, and the 
Fund will take constructive receipt of all securities underlying repurchase 
agreements until such agreements expire. 

G. In connection with portfolio purchases and sales of securities denominated 
in a 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 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. 

H. The Fund distributes net investment income and net capital gains, if any, 
to shareholders 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 investment income and net capital 
gains. Effective October 1, 1993, the Fund adopted Statement of Position 
93-2: Determination, Disclosure, and Financial Statement Presentation of 
Income, Capital Gain and Return of Capital Distributions by Investment 
Companies. As a result of this statement, the Fund changed 

<PAGE> 
the classification of distributions to shareholders to better disclose the 
differences between financial statement amounts and distributions determined 
in accordance with income tax regulations. Accordingly, amounts as of 
September 30, 1993 have been restated to reflect a decrease in paid-in 
capital of $37,201,932 and increases in undistributed investment income--net 
and accumulated net realized gains (losses) on investment transactions of 
$481,698 and $36,720,234, respectively. 

2. Capital Share Transactions 

One hundred million shares of the Fund with a par value of $1.00 are 
authorized for issuance. Transactions in shares of the Fund were as follows: 
<TABLE>
<CAPTION>
                                  Six Months                     Year 
                                       Ended                    Ended 
                               March 31, 1994      September 30, 1993 
<S>                               <C>                     <C>
Shares sold                        11,663,774              10,751,496 
Shares redeemed                    (8,053,231)             (5,701,552) 
Shares issued in 
reinvestment of 
distributions from 
Investment income--net 
and in excess of 
investment income--net                      0                  62,501 
Net increase                        3,610,543               5,112,445 
</TABLE>

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 Distributors, Inc. 
("KDI"), the principal underwriter and a wholly-owned subsidiary of Keystone, 
amounts which in total may not exceed the Distribution Plan maximum. 

In connection with the Distribution Plan and subject to the limitations 
discussed below, Fund shares are offered for sale at net asset value without 
any initial sales charge. From the amounts received by KDI in connection with 
the Distribution Plan, and subject to the limitations discussed below, KDI 
generally pays brokers or others a commission equal to 4% 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 sold by such 
brokers or others and remaining outstanding on the books of the Fund for 
specified periods. 

To the extent Fund shares are redeemed within four calendar years of original 
issuance, the Fund may be eligible to receive a deferred sales charge from 
the investor as partial reimbursement for sales commissions previously paid 
on those shares. This charge is based on declining rates, which begin at 
4.0%, applied to the lesser of the net asset value of shares redeemed or the 
total cost of such shares. 

The Distribution Plan provides that the Fund may incur certain expenses which 
may not exceed a maximum amount equal to 0.3125% of the Fund's average daily 
net assets for any calendar quarter (approximately 1.25% annually) occurring 
after the inception of the Distribution Plan. A rule of the National 
Association of Securities Dealers, Inc. ("NASD") limits the annual 
expenditures which the Fund may incur under the Distribution Plan to 1%, of 
which 0.75% may be used to pay such distribution expenses and 0.25% may be 
used to pay shareholder service fees. The new NASD Rule also limits 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% on unpaid amounts thereof (less any 
contingent deferred sales charges paid by the shareholders to KDI). 

KDI intends, but is not obligated, to continue to pay or accrue distribution 
charges which exceed current annual payments permitted to be received by KDI 
from the Fund. KDI intends to seek full payment of such charges from the Fund 
(together with 

<PAGE> 
Keystone International Fund, Inc. 

annual interest thereon at the prime rate plus 1%) at such time in the future 
as, and to the extent that, payment thereof by the Fund would be within 
permitted limits. KDI currently intends to seek payment of interest only on 
such charges paid or accrued by KDI subsequent to January 1, 1992. 

Commencing on July 8, 1992, contingent deferred sales charges applicable to 
shares of the Fund issued after January 1, 1992 have, to the extent permitted 
by NASD Rule, been paid to KDI rather than to the Fund. 

During the six months ended March 31, 1994, the Fund recovered $9,481 in 
deferred sales charges. During the six months, the Fund paid KDI $663,980 
under the Distribution Plan. The amount paid by the Fund under its 
Distribution Plan, net of deferred sales charges, was $654,499 (0.46% of the 
Fund's average daily net asset value during the six months). During the six 
months, KDI retained $645,763 and paid commissions on new sales and 
maintenance fees to dealers and others of $1,123,932, of which $1,105,715 was 
an advance. During the six months, KDI received $82,509 in deferred sales 
charges, bringing the total advances outstanding to $2,223,185, (1.50% of the 
Fund's net asset value as of March 31, 1994). The right to certain portions 
of this amount, if and when receivable, was assigned by KDI in 1988 in 
connection with a financial transaction. As of March 31, 1994, $189,759 of 
the amount assigned remained outstanding. 

3. Securities Transactions 

As of September 30, 1993, the Fund had a capital loss carryover for federal 
income tax purposes of approximately $1,111,000 which expires in the year 
2000. For the six months ended March 31, 1994, purchases and sales of 
investment securities were as follows: 
<TABLE>
<CAPTION>
                                       Cost of             Proceeds 
                                     Purchases           from Sales 
<S>                             <C>                  <C>
Portfolio securities               $84,334,090          $83,870,172 
Short-term investments           1,751,865,671        1,733,337,547 
                                $1,836,199,761       $1,817,207,719 
</TABLE>

4. Investment Management and Transactions with Affiliates 

Under the terms of the Investment Management Agreement between KMI and the 
Fund, dated December 29, 1989, 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 0.75% and decline, as net assets increase, 
to 0.45% per annum, to the net asset value of the Fund. KMI has entered into 
an Investment Advisory Agreement with Keystone, dated December 30, 1989, 
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 six months ended March 31, 1994, the Fund paid or accrued to KMI 
investment management and administrative services fees of $526,581 which 
represented 0.75% of the Fund's average net assets on an annualized basis. Of 
such amount paid to KMI, $447,594 was paid to Keystone for its investment 
advisory services to the Fund. 

<PAGE> 
During the six months ended March 31, 1994, the Fund paid or accrued to KIRC 
and KGI $12,456 for certain accounting and printing services and $308,435 for 
transfer agent fees. 

5. Forward Foreign Currency Exchange Contracts 

At March 31, 1994, the Fund had entered into the following currency exchange 
contracts that obligate the Fund to deliver currencies at specified future 
dates. The unrealized depreciation of $1,577,116 on these contracts is 
included in the accompanying financial statements. The terms of the open 
contracts are as follows: 
<TABLE>
<CAPTION>
                                                 U.S.                                   U.S. 
                          Currency            $ value             Currency           $ value 
Exchange                     to be              as of                to be             as of 
    date                 delivered            3/31/94             received           3/31/94 
<S>                 <C>                   <C>                <C>                 <C>
04/11/94             1,752,360,000         $1,089,306            1,020,000        $1,020,000 
                      Italian Lira                                 U.S. $ 
04/26/94                 1,076,716          1,601,191            1,600,000         1,600,000 
                     British Pound                                 U.S. $ 
04/26/94                   695,476          1,034,247            1,022,350         1,022,350 
                     British Pound                                 U.S. $ 
04/26/94                12,518,919         12,518,919        1,291,170,000        12,620,244 
                            U.S. $                           Japanese Yen 
04/26/94             1,291,170,000         12,620,244           11,580,000        11,580,000 
                      Japanese Yen                                 U.S. $ 
06/08/94                12,839,496          9,249,038            9,441,500         9,441,500 
                        Canadian $                                 U.S. $ 
06/17/94             1,175,662,755         11,517,461           11,113,700        11,113,700 
                      Japanese Yen                                 U.S. $ 
06/23/94                20,563,628            598,345              585,000           585,000 
                     Belgian Franc                                 U.S. $ 
06/23/94                 7,145,678          5,062,740            4,964,000         4,964,000 
                       Swiss Franc                                 U.S. $ 
06/23/94                 2,309,044          1,378,779            1,354,000         1,354,000 
                     Deutsche Mark                                 U.S. $ 
06/23/94               160,823,520          1,173,060            1,144,000         1,144,000 
                    Spanish Peseta                                 U.S. $ 
06/23/94                19,060,643          3,328,820            3,273,000         3,273,000 
                      French Franc                                 U.S. $ 
06/23/94                10,138,176          5,393,864            5,291,600         5,291,600 
                        NL Guilder                                 U.S. $ 
06/23/94                14,259,047          1,811,496            1,791,000         1,791,000 
                     Swedish Krona                                 U.S. $ 
                                          $68,377,510                            $66,800,394 
</TABLE>








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