KEYSTONE AMERICA TAX FREE INCOME FUND
485BPOS, 1995-05-31
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<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995

                                                              File Nos. 33-11051
                                                                    and 811-4951

                       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.   16                           X
                                 ----                        ----

                                      and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   Amendment No.                  18                           X
                                 ----                        ----

                         KEYSTONE TAX FREE INCOME FUND
           (formerly known as Keystone America Tax Free Income Fund)
               (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

  X   immediately upon filing pursuant to paragraph (b) of Rule 485.
 ---  on (date) pursuant to paragraph (b) of Rule 485.
 ---  60 days after filing pursuant to paragraph (a)(i) of Rule 485.
 ---  on (date) pursuant to paragraph (a)(i) of Rule 485.
 ---  75 days after filing pursuant to paragraph (a)(ii) of Rule 485.
 ---  on (date) pursuant to paragraph (a)(ii) of Rule 485.

Pursuant to Rule 24f-2 under the Investment  Company Act of 1940, the Registrant
has  elected  to  register  an  indefinite  number of its  securities  under the
Securities  Act of 1933. A Rule 24f-2 Notice for  Registrant's  last fiscal year
was filed on December 27, 1994.

<PAGE>

                         KEYSTONE TAX FREE INCOME FUND
                                  CONTENTS OF
           POST-EFFECTIVE AMENDMENT NO. 16 to REGISTRATION STATEMENT

       This Post-Effective Amendment No. 16 to Registration Statement
        No. 33-11051/811-4951 consists of the following pages, items of
                          information, and documents.

                                The Facing Sheet

                               The Contents Page

                           The Cross-Reference Sheet

                                     PART A

                                   Prospectus
   (Filed with Post-Effective Amendment No. 15 to Registration Statement No.
          33-11051/811-4951 and is incorporated by reference herein.)

                                     PART B

                      Statement of Additional Information
   (Filed with Post-Effective Amendment No. 15 to Registration Statement No.
          33-11051/811-4951 and is incorporated by reference herein.)

                                     PART C

                PART C - OTHER INFORMATION - ITEM 24(a) and (b)
   (Filed with Post-Effective Amendment No. 15 to Registration Statement No.
          33-11051/811-4951 and is incorporated by reference herein.)

                              Financial Statements

                          Independent Auditors' Report

                              Listing of Exhibits

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

                           Number of Security Holders

                                Indemnification

                         Business and Other Connections

                             Principal Underwriters

                        Location of Accounts and Records

                                   Signatures

                    Exhibits (including Powers of Attorney)

<PAGE>

                         KEYSTONE TAX FREE INCOME FUND

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

(Filed  with  Post-Effective  Amendment  No. 15 to  Registration  Statement  No.
33-11051/811-4951 and is incorporated by reference herein.)

       1            Cover Page

       2            Fee Table

       3            Financial Highlights
                    Performance Data

       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

       7            Pricing Shares
                    How to Buy Shares
                    Distribution Plans
                    Shareholder Services
                    Exhibit A

       8            How to Redeem Shares

       9            Not applicable

<PAGE>

                         KEYSTONE TAX FREE INCOME FUND

Cross-Reference Sheet continued.

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

(Filed  with  Post-Effective  Amendment  No. 15 to  Registration  Statement  No.
33-11051/811-4951 and is incorporated by reference herein.)

       10           Cover Page

       11           Table of Contents

       12           Not applicable

       13           The Fund
                    Investment Policies
                    Investment Restrictions
                    Appendix

       14           Trustees and Officers

       15           Additional Information

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

       17           Brokerage

       18           The Fund
                    Declaration of Trust

       19           Sales Charges
                    Valuation of Securities
                    Distribution Plans
                    Redemptions in Kind

       20           Not Applicable

       21           Principal Underwriter

       22           Standardized Total Return and Yield Quotations

       23           Financial Statements

<PAGE>

                         KEYSTONE TAX FREE INCOME FUND

                                     PART A

                                   PROSPECTUS

(Filed  with  Post-Effective  Amendment  No. 15 to  Registration  Statement  No.
33-11051/811-4951 and is incorporated by reference herein.)

<PAGE>

                         KEYSTONE TAX FREE INCOME FUND

                                     PART B

                      STATEMENT OF ADDITIONAL INFORMATION

(Filed  with  Post-Effective  Amendment  No. 15 to  Registration  Statement  No.
33-11051/811-4951 and is incorporated by reference herein.)

<PAGE>

                         KEYSTONE TAX FREE INCOME FUND

                                     PART C

                               OTHER INFORMATION

Item 24.       Financial Statements and Exhibits

Item 24(a).    Financial Statements

(Filed  with  Post-Effective  Amendment  No. 15 to  Registration  Statement  No.
33-11051/811-4951 and is incorporated by reference herein.)

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

Schedule of Investments                 November 30, 1994

Financial Highlights                    February  13,  1987   (commencement   of
                                        operations)  to  November  30,  1987 and
                                        fiscal  years  ended  November  30, 1988
                                        through  1994 for  Class A  shares;  and
                                        February 1, 1993 (date of initial public
                                        offering)   to  November  30,  1993  and
                                        fiscal year ended  November 30, 1994 for
                                        Class B and Class C shares, individually

Statement of Assets and Liabilities     November 30, 1994

Statement of Operations                 Year ended
                                        November 30, 1994

Statement of Changes in Net Assets      Two years ended
                                        November 30, 1994

Notes to Financial Statements

Independent Auditors' Report
  dated January 6, 1995

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

<PAGE>

Item 24(b).    Exhibits.

     (1)       A copy of  Registrant's  Declaration  of Trust dated  October 24,
               1986 was filed with Registration Statement No.  33-11051/811-4951
               as Exhibit 24(b)(1) and is incorporated by reference herein.

     (2)       A copy  of  Registrant's  By-Laws  was  filed  with  Registration
               Statement  No.  33-11051/811-4951  as  Exhibit  24(b)(2)  and  is
               incorporated by reference herein.  Copies of the First and Second
               Amendments   to  the   Registrant's   By-Laws   were  filed  with
               Pre-Effective  Amendment  No.  1 to  Registration  Statement  No.
               33-11051/811-4951   as  part   of   Exhibit   24(b)(2)   and  are
               incorporated by reference herein.

     (3)       Not applicable.

     (4)       A copy of the form of  Registrant's  share  certificate was filed
               with Pre-Effective  Amendment No. 1 to Registration Statement No.
               33-11051/811-4951  as Exhibit  24(b)(4)  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. 14 to  Registration
               Statement  No.  33-11051/811-4951  as  Exhibit  24(b)(5)  and  is
               incorporated by reference herein.

           (B) A copy of the  Investment  Advisory  Agreement  between  Keystone
               Management,  Inc.  and  Keystone  Investment  Management  Company
               (formerly named Keystone  Custodian Funds, Inc.) dated August 19,
               1993  was  filed  with   Post-Effective   Amendment   No.  14  to
               Registration Statement No.  33-11051/811-4951 as Exhibit 24(b)(5)
               and is incorporated by reference herein.

     (6)       A copy  of  the  Principal  Underwriting  Agreement  between  the
               Registrant and Keystone Investment Distributors Company (formerly
               named  Keystone  Distributors,  Inc.)  dated  August 19, 1993 was
               filed  with  Post-Effective  Amendment  No.  14  to  Registration
               Statement  No.  33-11051/811-4951  as  Exhibit  24(b)(6)  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.  10  to  Registration
               Statement  No.  33-11051/811-4951  as  Exhibit  24(b)(6)  and  is
               incorporated by reference herein.

     (7)       Not applicable.

     (8)       A copy of the form of Registrant's Custodian, Fund Accounting and
               Recordkeeping  Agreement  with State Street Bank & Trust  Company
               was filed with  Pre-Effective  Amendment  No. 1  to  Registration
               Statement  No.   33-11051/811-4951  as  Exhibit 24(b)(8)  and  is
               incorporated by reference  herein.  Copies of Amendments Nos. 1-4
               to said Agreement were filed with Post-

<PAGE>

Item 24(b)     Exhibits (continued).

               Effective   Amendment  No.  13  to  Registration   Statement  No.
               33-11051/811-4951   as  part   of   Exhibit   24(b)(8)   and  are
               incorporated by reference herein.

     (9)       Not applicable.

    (10)       An opinion  and  consent of  counsel  as to the  legality  of the
               securities  registered  was filed  with  Registrant's  Rule 24f-2
               Notice on December  27,  1994 and is  incorporated  by  reference
               herein.

    (11)       Consent  as to the use of  opinion  of  Registrant's  Independent
               Auditors  was  filed  with  Post-Effective  Amendment  No.  15 to
               Registration Statement No. 33-11051/811-4951 as Exhibit 24(b)(16)
               and is incorporated herein by reference.

    (12)       Not applicable.

    (13)       Copies of Subscription  Agreements  were filed with  Registration
               Statement  No.  33-11051/811-4951  as Exhibit  24(b)(13)  and are
               incorporated  by reference  herein.  Copies of the release of one
               Subscription  Agreement  and a new  Subscription  Agreement  were
               filed  with   Pre-Effective   Amendment  No.  1  to  Registration
               Statement No.  33-11051/811-4951 as part of Exhibit 24(b)(13) and
               are incorporated by reference herein.

    (14)       Copies of model  plans used in the  establishment  of  retirement
               plans  in  connection  with  which   Registrant  will  offer  its
               securities  were filed with  Post-Effective  Amendment  No. 66 to
               Registration  Statement No.  2-10527/811-96  as Exhibit 24(b)(14)
               and are incorporated by reference herein.

    (15)       Copies  of  the  forms  of   Registrant's   Class  A,  B,  and  C
               Distribution Plans were filed with  Post-Effective  Amendment No.
               14 to  Registration  Statement No.  33-11051/811-4951  as Exhibit
               24(b)(15) and are incorporated by reference herein.

    (16)       Schedules for the computation of total return and current and tax
               equivalent  yield  quotations  were  filed  with   Post-Effective
               Amendment No. 15 to Registration Statement No.  33-11051/811-4951
               as Exhibit 24(b)(16) and are incorporated herein by reference.

    (17)       Financial data schedules are filed herewith as Exhibit 27.

    (18)       A copy of the form of  Registrant's  Mulitiple Class Plan adopted
               pursuant to Rule 18f-3 is filed herewith as Exhibit 24(b)(18).

    (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 April 28, 1995
               --------------           ----------------------------

               Shares of Beneficial            Class A - 2,737
               Interest, without par           Class B -   893
               value                           Class C -   346

Item 27.       Indemnification

               Provisions for the  indemnification of the Registrant's  Trustees
               and  officers are  contained in Article VIII of the  Registrant's
               Restatement  of Trust  Agreement,  a copy of which was filed with
               Registration Statement No.  33-11051/811-4951 as Exhibit 24(b)(1)
               and is incorporated by reference herein.

               Provisions  for  the   indemnification  of  Keystone   Investment
               Distributors Company, the Registrant's principal underwriter, are
               contained in Section 9 of the  Principal  Underwriting  Agreement
               between  the  Registrant  and  Keystone  Investment  Distributors
               Company, a copy of which was filed with  Post-Effective No. 14 to
               Registration Statement No.  33-11051/811-4951 as Exhibit 24(b)(6)
               and is incorporated by reference herein.

               Provisions for the indemnification of Keystone  Management,  Inc.
               and  Keystone   Investment   Management   Company,   Registrant's
               investment  manager and adviser,  respectively,  are contained in
               Section 6 of the  Investment  Management  Agreement  between  the
               Registrant  and  Keystone  Management,  Inc. and Section 5 of the
               Investment Advisory Agreement between Keystone  Management,  Inc.
               and Keystone Investment Management Company,  copies of which were
               filed with  Post-Effective  No. 14 to Registration  Statement No.
               33-11051/811-4951  as Exhibit  24(b)(5) and are  incorporated  by
               reference herein.

<PAGE>

Item 28.       Businesses and Other Connections of Investment Advisers

               Filed  with  Post-Effective  Amendment  No.  15  to  Registration
               Statement No.  33-11051/811-4951 and is incorporated by reference
               herein.

<PAGE>

Item 29.       Principal Underwriter

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

                    Keystone America Hartwell Emerging Growth Fund, Inc.
                    Keystone Hartwell Growth Fund Keystone Quality 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 Small Company Growth Fund (S-4)
                    Keystone Capital Preservation and Income Fund
                    Keystone Fund For Total Return
                    Keystone Global Opportunities Fund
                    Keystone Government Securities Fund
                    Keystone Intermediate Term Bond Fund
                    Keystone America Omega Fund, Inc.
                    Keystone State Tax Free Fund
                    Keystone State Tax Free Fund - Series II
                    Keystone Strategic Income Fund
                    Keystone Tax Free Income Fund
                    Keystone Fund of the Americas
                    Keystone Strategic Development Fund
                    Keystone Tax Free Fund
                    Keystone Tax Exempt Trust
                    Keystone Liquid Trust
                    Keystone International Fund Inc.
                    Keystone Precious Metals Holdings, Inc.

               (b)  Information  with  respect to each  officer and  director of
                    Registrant's  acting  principal  underwriter  was filed with
                    Post-Effective  Amendment No. 15 to  Registration  Statement
                    No.  33-11051/811-4951  and  is  incorporated  by  reference
                    herein.

<PAGE>

Item 30.       Location of Accounts and Records

               200 Berkeley Street
               Boston, Massachusetts 02116-5034

               Keystone Investor Resource Center, Inc.
               101 Main Street
               Cambridge, MA 02142-1519

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

               Data Vault Inc.
               3431 Sharps Lot Road
               Swansea, Massachusetts  02777

Item 31.       Management Services

               Not Applicable.

Item 32.       Undertakings

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

<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 26th day of May, 1995.

                                KEYSTONE TAX FREE INCOME FUND

                                By:/s/ George S. Bissell
                                       ------------------------
                                       George S. Bissell*
                                       Chairman of the Board

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

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 26th day of May, 1995.

SIGNATURES                      TITLE

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

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

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

                                *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               Declaration of Trust(1)

         2               By-Laws(1)
                         First and Second Amendments
                         to By-Laws(2)

         4               Specimen Share Certificate(2)

         5          (A)  Investment Management Agreement(8)
                    (B)  Investment Advisory Agreement(8)

         6          (A)  Principal Underwriting Agreement(8)
                    (B)  Dealers Agreement(4)

         8               Custody Agreement(2)
                         Amendments to Custody Agreements(5)

        10               Opinion and Consent of Counsel(6)

        11               Independent Auditors' Consent(9)

        13               Subscription Agreements(1,2)

        14               Model Retirement Plans(7)

        15               Forms of Class A, B, and C Distribution Plans(8)

        16               Performance Data Schedules(9)

        17               Financial Data Schedules (filed as Exhibit 27)

        18               Multiple Class Plan

        19               Powers of Attorney

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

(1)   Incorporated   herein  by  reference   to   Registration   Statement   No.
      33-11051/811-4951

(2)   Incorporated  herein by  reference  to  Pre-Effective  Amendment  No. 1 to
      Registration Statement No. 33-11051/811-4951

(3)   Incorporated  herein by reference  to  Post-Effective  Amendment  No. 6 to
      Registration Statement No. 33-11051/811-4951.

(4)   Incorporated  herein by reference to  Post-Effective  Amendment  No. 10 to
      Registration Statement No. 33-11051/811-4951.

(5)   Incorporated  herein by reference to  Post-Effective  Amendment  No. 13 to
      Registration Statement No. 33-11051/811-4951.

(6)   Incorporated  by  reference  to  Registrant's  Rule 24f-2  Notice filed on
      December 27, 1994.

(7)   Incorporated  herein by reference to  Post-Effective  Amendment  No. 66 to
      Registration Statement No. 2-10527/811-96.

(8)   Incorporated  herein by reference to  Post-Effective  Amendment  No. 14 to
      Registration Statement No. 33-11051/811-4951.

(9)   Incorporated  herein by reference to  Post-Effective  Amendment  No. 15 to
      Registration Statement No. 33-11051/811-4951.
<PAGE>


<PAGE>

                                                            EXHIBIT 99.24(b)(18)



                 MULTIPLE CLASS PLAN FOR KEYSTONE AMERICA FUNDS


         The Keystone  America Fund Family  currently offers a number of classes
of shares with the following class  provisions and current offering and exchange
characteristics.   Additional  classes  of  shares,   when  created,   may  have
characteristics that differ from those described.  References to percentages not
otherwise defined are to percentages of average daily net assets of a class.

         I.       CLASSES

         1.       Class A Shares

                  Keystone America Funds

                  Class A Shares have a  distribution  plan adopted  pursuant to
                  Rule 12b-1  under the  Investment  Company  Act of 1940 ("Rule
                  12b-1")  and/or  a  shareholder  services  plan,  which  plans
                  provide for payments, currently limited to 0.25% annually, for
                  distribution and/or shareholder services fees.

                  Class A Shares are offered with a front-end sales load, except
                  that  purchases  of Class A Shares  made on or after April 10,
                  1995 (a) in an amount equal to or exceeding $1 million  and/or
                  (b)  by  a   corporate   qualified   retirement   plan   or  a
                  non-qualified   deferred  compensation  plan  sponsored  by  a
                  corporation  having  100 or more  eligible  employees  are not
                  subject  to a  front-end  sales  load,  but are  subject  to a
                  contingent  deferred  sales  charge  ("CDSC")  of 1.00%  for a
                  period of 24 months from the date of purchase.

                  Class A Shares  may be  exchanged  for Class A Shares of other
                  Keystone  America Funds and Class A Shares of Keystone  Liquid
                  Trust.  Class A Shares  subject to a CDSC when  exchanged will
                  remain subject to the CDSC after the exchange.

                  Keystone Liquid Trust

                  Class A Shares have a  distribution  plan adopted  pursuant to
                  Rule 12b-1 and/or a  shareholder  services  plan,  which plans
                  provide for payments of up to 0.25% annually for  distribution
                  and/or shareholder services fees.

                  Class A Shares  are  offered  without  a sales  load.  Class A
                  Shares may be  exchanged  for Class A Shares of other funds in
                  the  Keystone  America  Fund Family and shares of funds in the
                  Keystone Fund Family.

         2.       Class B Shares

                  Keystone America Funds (except Keystone Capital
                  Preservation and Income Fund) and Keystone Liquid Trust

                  Class B Shares have  distribution  plans  adopted  pursuant to
                  Rule 12b-1 and may have a  shareholder  services  plan,  which
                  plans,  in the aggregate,  provide for payments of up to 1.00%
                  annually for distribution  and/or  shareholder  services fees.
                  Class B Shares  are  offered  at net  asset  value  without  a
                  front-end  sales  load but with a CDSC,  which is a  declining
                  percentage of the lesser of current net asset value or initial
                  cost.  For Class B shares  purchased on or after June 1, 1995,
                  the CDSC is imposed at rates  ranging  from a maximum of 5% of
                  amounts   redeemed   during  the  first  twelve  month  period
                  following  the month of  purchase  to 1% of  amounts  redeemed
                  during the sixth twelve month  period  following  the month of
                  purchase.

                  The  sub-class of Class B Shares  issued prior to June 1, 1995
                  automatically  convert to Class A Shares seven  calendar years
                  after  purchase  without a sales  load or  exchange  fee.  The
                  sub-class of Class B Shares issued on or after to June 1, 1995
                  automatically  convert to Class A Shares eight years after the
                  month of purchase without a sales load or exchange fee.

                  Class B Shares  may be  exchanged  for the same  sub-class  of
                  Class B Shares of other  Keystone  America  Funds and the same
                  sub-class of Class B Shares of Keystone Liquid Trust.  Class B
                  Shares subject to a CDSC when exchanged will remain subject to
                  the CDSC after the exchange.

                  Keystone Capital Preservation and Income Fund ("CPI")

                  CPI  Class  B  Shares  have  the  same  provisions  and  other
                  characteristics as those described above for Class B Shares of
                  the Keystone America Funds,  except that Class B Shares of CPI
                  (a) are subject to a CDSC, which is a declining  percentage of
                  the lesser of current net asset value or initial cost (for CPI
                  Class B shares purchased on or after June 1, 1995, the CDSC is
                  imposed  at rates  ranging  from a  maximum  of 3% of  amounts
                  redeemed  during the first twelve month period  following  the
                  month of purchase to 1% of amounts redeemed during the fourth
                  twelve   month   period   following   the  month  of  purchase
                  purchased);  and (b) have the  following  special  exchange or
                  conversion  features:  (i) at the  shareholder's  option,  the
                  sub-class  of CPI Class B Shares  issued prior to June 1, 1995
                  may be  exchanged  for CPI  Class A Shares  up to seven  years
                  after purchase and (ii) the sub-class of Class B Shares issued
                  on or after  June 1,  1995  automatically  convert  to Class A
                  Shares eight years after the month of purchase without a sales
                  load or exchange fee.

         3.       Class C Shares

                  Keystone America Funds and Keystone Liquid Trust

                  Class C Shares have a  distribution  plan adopted  pursuant to
                  Rule 12b-1,  and may have a shareholder  services plan,  which
                  plans provide,  in the aggregate,  for payments of up to 1.00%
                  annually for distribution  and/or  shareholder  services fees.
                  Class C Shares are subject to a CDSC, which is a percentage of
                  the  lesser  of  current  net  asset  value  or  initial  cost
                  (currently 1.00% for one year from the date of purchase).

                  Class C Shares  are  offered  at net  asset  value  without  a
                  front-end sales load.

                  Class C Shares  may be  exchanged  for Class C Shares of other
                  Keystone  America  Funds and Keystone  Liquid  Trust.  Class C
                  Shares subject to a CDSC when exchanged will remain subject to
                  the CDSC after the exchange.

         II.      CLASS EXPENSES

                  Each class  bears the  expenses  of its Rule 12b-1 plan and/or
                  shareholder  services plan. There currently are no other class
                  specific expenses.

         III.     EXPENSE ALLOCATION METHODS

                  Daily Distribution Funds

                  All income,  realized and unrealized  capital gains and losses
                  and expenses not assigned to a class will be allocated to each
                  share regardless of class.

                  Non-Daily Distribution Funds

                  All income, realized and unrealized capital gains
                  and losses and expenses not assigned to a class
                  will be  allocated  to each class  based on the  relative  net
                  asset value of each class.

         IV.      VOTING RIGHTS

                  Each class shall have  exclusive  voting  rights on any matter
                  submitted to its shareholders that relates solely to its class
                  arrangement.

                  Each class  shall have  separate  voting  rights on any matter
                  submitted  to  shareholders  where the  interests of one class
                  differ from the interests of any other class.

                  Each  class  has in all other  respects  the same  rights  and
                  obligations as each other class.

         V.       EXPENSE WAIVERS OR REIMBURSEMENTS

                  Any expense waivers or  reimbursements  shall be in compliance
                  with Rule 18f-3  issued  under the  Investment  Company Act of
                  1940.




<PAGE>

<PAGE>

                                                            EXHIBIT 99.24(b)(19)


                               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




<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,  Trustee  or 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/ Kevin J. Morrissey
                                                              Kevin J. Morrissey
                                                              Treasurer

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/ 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




WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<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>
<NAME>           KEYSTONE TAX FREE INCOME FUND
<PERIOD-TYPE>    YEAR
<FISCAL-YEAR-END>                     NOV-30-1994
<PERIOD-START>                        DEC-01-1993
<PERIOD-END>                          NOV-30-1994
<INVESTMENTS-AT-COST>                       152202597
<INVESTMENTS-AT-VALUE>                      144952744
<RECEIVABLES>                                 3454023
<ASSETS-OTHER>                                 136478
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                              148543245
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                      761761
<TOTAL-LIABILITIES>                            761761
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                    100594937
<SHARES-COMMON-STOCK>                        10719229
<SHARES-COMMON-PRIOR>                        12109662
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                         (29572)
<ACCUMULATED-NET-GAINS>                      (3554619)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                     (1319389)
<NET-ASSETS>                                 95691357
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                             7215466
<OTHER-INCOME>                                      0
<EXPENSES-NET>                               (1273800)
<NET-INVESTMENT-INCOME>                       5941666
<REALIZED-GAINS-CURRENT>                     (3866984)
<APPREC-INCREASE-CURRENT>                   (10861807)
<NET-CHANGE-FROM-OPS>                        (8787125)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                    (5980145)
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                         (338046)      
<NUMBER-OF-SHARES-SOLD>                        697684
<NUMBER-OF-SHARES-REDEEMED>                  (2421649)
<SHARES-REINVESTED>                            333532
<NET-CHANGE-IN-ASSETS>                       (1390433)
<ACCUMULATED-NII-PRIOR>                             0
<ACCUMULATED-GAINS-PRIOR>                           0
<OVERDISTRIB-NII-PRIOR>                        244918 
<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                         (685478)
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                              (1273800)
<AVERAGE-NET-ASSETS>                        112770297
<PER-SHARE-NAV-BEGIN>                           10.25
<PER-SHARE-NII>                                  0.51
<PER-SHARE-GAIN-APPREC>                         (1.28)
<PER-SHARE-DIVIDEND>                            (0.52)
<PER-SHARE-DISTRIBUTIONS>                        0.00
<RETURNS-OF-CAPITAL>                            (0.03)
<PER-SHARE-NAV-END>                              8.93
<EXPENSE-RATIO>                                  1.13
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0



</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


<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>
<NAME>           KEYSTONE TAX FREE INCOME FUND
<PERIOD-TYPE>    YEAR
<FISCAL-YEAR-END>                     NOV-30-1994
<PERIOD-START>                        DEC-01-1993
<PERIOD-END>                          NOV-30-1994
<INVESTMENTS-AT-COST>                       152202597
<INVESTMENTS-AT-VALUE>                      144952744
<RECEIVABLES>                                 3454023
<ASSETS-OTHER>                                 136478
<OTHER-ITEMS-ASSETS>                                0
<TOTAL-ASSETS>                              148543245
<PAYABLE-FOR-SECURITIES>                            0
<SENIOR-LONG-TERM-DEBT>                             0
<OTHER-ITEMS-LIABILITIES>                      761761
<TOTAL-LIABILITIES>                            761761
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                     32730374
<SHARES-COMMON-STOCK>                         3251836
<SHARES-COMMON-PRIOR>                         1374300
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                        (119944)
<ACCUMULATED-NET-GAINS>                      (1114371) 
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                     (2635647)
<NET-ASSETS>                                 28860412       
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                             1590755
<OTHER-INCOME>                                      0
<EXPENSES-NET>                                (462264)
<NET-INVESTMENT-INCOME>                       1128491
<REALIZED-GAINS-CURRENT>                     (1019753)
<APPREC-INCREASE-CURRENT>                    (2381404)
<NET-CHANGE-FROM-OPS>                        (2272666)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                    (1297179)
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                         (101954)
<NUMBER-OF-SHARES-SOLD>                       2235194
<NUMBER-OF-SHARES-REDEEMED>                   (432965)
<SHARES-REINVESTED>                             75307
<NET-CHANGE-IN-ASSETS>                        1877536
<ACCUMULATED-NII-PRIOR>                             0
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<GROSS-ADVISORY-FEES>                         (150037)
<INTEREST-EXPENSE>                                  0
<GROSS-EXPENSE>                               (462264)
<AVERAGE-NET-ASSETS>                         24534867
<PER-SHARE-NAV-BEGIN>                           10.25
<PER-SHARE-NII>                                  0.45
<PER-SHARE-GAIN-APPREC>                         (1.28)
<PER-SHARE-DIVIDEND>                            (0.51)
<PER-SHARE-DISTRIBUTIONS>                        0.00
<RETURNS-OF-CAPITAL>                            (0.03)
<PER-SHARE-NAV-END>                              8.88
<EXPENSE-RATIO>                                  1.88
<AVG-DEBT-OUTSTANDING>                              0
<AVG-DEBT-PER-SHARE>                                0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<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>
<NAME>           KEYSTONE TAX FREE INCOME FUND
<PERIOD-TYPE>    YEAR
<FISCAL-YEAR-END>                     NOV-30-1994
<PERIOD-START>                        DEC-01-1993
<PERIOD-END>                          NOV-30-1994
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<OTHER-ITEMS-ASSETS>                                0
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<PAYABLE-FOR-SECURITIES>                            0
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<OTHER-ITEMS-LIABILITIES>                      761761
<TOTAL-LIABILITIES>                            761761
<SENIOR-EQUITY>                                     0
<PAID-IN-CAPITAL-COMMON>                     27912522
<SHARES-COMMON-STOCK>                         2616944
<SHARES-COMMON-PRIOR>                         2658195
<ACCUMULATED-NII-CURRENT>                           0
<OVERDISTRIBUTION-NII>                        (183955)
<ACCUMULATED-NET-GAINS>                      (1204035)
<OVERDISTRIBUTION-GAINS>                            0
<ACCUM-APPREC-OR-DEPREC>                     (3294817)
<NET-ASSETS>                                 23229715
<DIVIDEND-INCOME>                                   0
<INTEREST-INCOME>                             1788491
<OTHER-INCOME>                                      0
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<NET-INVESTMENT-INCOME>                       1260481
<REALIZED-GAINS-CURRENT>                      (982640)
<APPREC-INCREASE-CURRENT>                    (2782250)
<NET-CHANGE-FROM-OPS>                        (2504409)
<EQUALIZATION>                                      0
<DISTRIBUTIONS-OF-INCOME>                    (1452252)
<DISTRIBUTIONS-OF-GAINS>                            0
<DISTRIBUTIONS-OTHER>                          (82063)
<NUMBER-OF-SHARES-SOLD>                        922206
<NUMBER-OF-SHARES-REDEEMED>                  (1068581)
<SHARES-REINVESTED>                            105124
<NET-CHANGE-IN-ASSETS>                         (41251)
<ACCUMULATED-NII-PRIOR>                             0
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<OVERDIST-NET-GAINS-PRIOR>                          0
<GROSS-ADVISORY-FEES>                         (169791)
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<PER-SHARE-NAV-BEGIN>                           10.26
<PER-SHARE-NII>                                  0.43
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</TABLE>


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