KEYSTONE STATE TAX FREE FUND
N-30D, 1996-05-29
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[front cover]

                                    KEYSTONE

          [Picture of the American flag flying in front of a building]

                                     STATE
                                 TAX FREE FUND

                              FLORIDA TAX FREE FUND
                           MASSACHUSETTS TAX FREE FUND
                         NEW YORK INSURED TAX FREE FUND
                           PENNSYLVANIA TAX FREE FUND

                                 [Keystone Logo]

                                  ANNUAL REPORT
                                 MARCH 31, 1996


<PAGE>

Page 1
- -----------------------------
Keystone State Tax Free Fund 
Seeks generous tax-free income from high quality municipal bonds

Dear Shareholder: 

We are writing to report on the activities of Keystone State Tax Free Fund 
for the twelve-month period which ended March 31, 1996. 

  Following this letter we have included a performance summary for each state 
fund and an interview with Keystone's municipal bond fund managers, 
discussing the market's performance. 

The Year In Review 

Investors enjoyed a strong municipal bond market throughout most of 1995. The 
Federal Reserve Board accomplished a "soft landing" for the economy. Slow 
economic growth and low inflation set the stage for falling interest rates, 
and municipal bond prices climbed. By year end, however, the climate began to 
change. Investors shifted their focus to uncertainties about the upcoming 
election year and the budget gridlock in Washington. The "flat tax" loomed as 
a threat to tax-advantaged investments. 

  As we entered 1996, many municipal bond investors thought that the economy 
would slip into a recession later in the year and that further interest rate 
cuts were a likely result. When data appeared suggesting a healthier economy 
than many expected, investors reassessed their outlook. Many investors sold 
bonds, which pushed prices lower and yields higher. 

  Nevertheless, municipal bonds reported positive total returns for the 
twelve-month period which ended March 31, 1996. For that period, the Lehman 
Municipal Bond Index provided a total return of 8.38%, including income and 
price changes. 

  We continue to believe that municipal bonds are providing investors with 
relatively attractive yields compared to taxable investments. As of March 31, 
1996, the average yield of a selection of 30-year AA-rated municipal bonds 
was approximately 91% of the yield of comparable long term U.S. Treasuries. 

  We appreciate your continued support of Keystone funds. If you have any 
questions or comments, please feel free to write to us. 

Sincerely, 

/s/ Albert H. Elfner, III 
Albert H. Elfner, III 
Chairman and President 
Keystone Investments, Inc. 

/s/ George S. Bissell 
George S. Bissell 
Chairman of the Board 
Keystone Funds 

May 1996 

<PAGE>

Page 2
- -----------------------------
Keystone Florida Tax Free Fund

Your Fund's Performance 

Your Fund's objective is to earn generous income, exempt from federal income
tax, while preserving capital.(1) In addition, your Fund seeks to ensure that
its shares are exempt from Florida intangibles tax. The Fund is managed by
Keystone Vice President George Kimball.

Performance 

For the twelve-month period which ended March 31, 1996, your Fund provided 
the following total returns, including income and price changes: 

 Class A shares returned 8.16%. 
 Class B shares returned 7.48%. 
 Class C shares returned 7.47%. 

Portfolio Strategy 

Keystone Florida Tax Free Fund was positioned to capitalize on the declining 
interest rate environment of last year, as well as to maximize and protect 
income. We lengthened the portfolio's average maturity and extended call 
protection, investing 16.7% of assets in non-callable bonds. As interest 
rates rose, we shortened the portfolio's average maturity and invested in 
fifteen- to twenty-year bonds. These bonds offered much of the yield of 
longer maturities, but their prices declined less than longer term bonds. 

  Also, we utilized the Fund's flexibility to focus on bonds that appeared to 
be undervalued in the market, including industrial revenue bonds as well as 
some non-Florida securities. These bonds provided the portfolio with a stream 
of income that was especially attractive. As of March 31, 1996, your Fund's 
average maturity was 19.7 years, down slightly from 20.8 years on September 
30, 1995. Also, as of March 31, 1996, the average portfolio quality rating 
was AA, with approximately two thirds of the portfolio rated either AAA or 
AA, the two highest rating categories. 

Porfolio Quality Summary
as of March 31, 1996
S&P Rating(2)
[PIE CHART]
Not rated (10.3%)
AAA (40.7%)
AA (23.5%)
A (10.0%)
BBB (15.5%)

Average portfolio quality: AA 
(as a percentage of portfolio assets) 


Economic Environment 

Florida's economy continues to outperform the national economy due to the 
state's strong population growth and low cost business environment. While 
tourism is still the primary component of Florida's economy, international 
business is becoming increasingly important. The state's fiscal position 
remains strong and overall debt levels are moderate. 

Outlook 

We believe Florida's long-term outlook is stable. Florida's high 
concentration of retirees living on fixed incomes has cushioned the state 
somewhat from the ups and downs of previous cycles, and has provided a good 
source of demand for the state's municipal bonds. We think the supply of 
Florida bonds should remain plentiful because the state is one of the 
nation's top issuers of municipal debt. 

1 For investors in certain tax situations, a portion of income may be subject 
  to the federal alternative minimum tax (AMT). 
2 Where Standard & Poor's ratings were not available, we have used ratings 
  from Moody's Investor Service, Inc., Fitch Investors' Service, Inc., or 
  ratings assigned by another nationally recognized statistical rating 
  organization. 

<PAGE>

Page 3
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Keystone Florida Tax Free Fund
[Data for Florida Tax Free Fund Mountain Chart]

Growth of an investment in
Keystone Florida Tax Free Fund Class A
In Thousands

          Initial     Reinvested
        Investments  Distributions

12/90       9629       9637
            9687       9860
3/92        9934       10879
            10420      12220
3/94        9801       12343
            9839       13135
3/96        10096      14208
                 
A $10,000 investment in Keystone Florida Tax Free Fund Class A made on December
28, 1990 with all distributions reinvested was worth $14,208 on March 31, 1996.
Past performance is no guarantee of future results.


Tax-Equivalent Yields 
                          Federal Tax Bracket(3) 
- --------               ---------------------------- 
                         31%       36%      39.6% 
                        ----      ----      ------ 
Yield                    Taxable Equivalent Yield 
- --------               ---------------------------- 
4.5%                    6.5%      7.0%       7.5% 
5.0%                    7.2%      7.8%       8.3% 
5.5%                    8.0%      8.6%       9.1% 
- --------               ----      ----      ------ 

The yields shown are for illustrative purposes only. They are not intended to 
represent actual performance of the Fund. 

3 The table is based on federal tax brackets. The 31% bracket includes single 
  filers earning $53,501-115,000 and joint filers earnings $89,151-140,000; 
  the 36% bracket includes single filers $115,001-250,000 and joint filers 
  earning $140,000-250,000; the 39.6% bracket includes single and joint 
  filers earning over $250,000. Yields are hypothetical and do not represent 
  the returns of any particular investment. 

Twelve-Month Performance                  as of March 31, 1996 

                                Class A       Class B        Class C 

Total returns*                    8.16%         7.48%          7.47% 
Net asset value  3/31/95        $10.33        $10.24         $10.26 
                 3/31/96        $10.60        $10.48         $10.50 
Dividends                       $ 0.56        $ 0.52         $ 0.52 
Capital gains                     None          None           None
 
*Before deduction of front-end or contingent deferred sales charge 
 (CDSC), if applicable. 


Historical Record                          as of March 31, 1996 


Cumulative total returns        Class A      Class B       Class C 

1-year w/o sales charge         8.16%        7.48%         7.47% 
1-year                          3.03%        3.48%         7.47% 
5-year                          37.25%        --            -- 
Life of Class                   42.08%       13.16%       16.03%

Average Annual Returns  
1-year w/o sales charge         8.16%        7.48%         7.47% 
1-year                          3.03%        3.48%         7.47% 
5-year                          6.54%          --            -- 
Life of Class                   6.91%        3.98%         4.81% 

  Class A shares were introduced on December 28, 1990. Performance is reported 
at the current maximum front-end sales charge of 4.75%. 

  Class B shares were introduced on February 1, 1993. Shares purchased after 
June 1, 1995 are subject to a contingent deferred sales charge (CDSC) that 
declines from 5% to 1% over six years from the month purchased. Performance 
assumes that shares were redeemed after the end of a one-year holding period 
and reflects the deduction of a 4% CDSC. 

  Class C shares were introduced on February 1, 1993. Performance reflects the 
return you would have received after holding shares for one year or more and 
redeeming after the end of that period. 

  The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 
Performance for each class will differ. 

<PAGE>
 
Page 4
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Keystone Florida Tax Free Fund

You may exchange your shares for another Keystone fund by phone or in 
writing for a $10 fee. The exchange fee is waived for individual investors 
who make an exchange using Keystone's Automated Response Line (KARL). The 
Fund reserves the right to change or terminate the exchange offer. 

<PAGE>

Page 5
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Keystone Massachusetts Tax Free Fund

Your Fund's Performance 

Your Fund's objective is to earn generous income, exempt from federal and state
income tax, while preserving capital.(4) The Fund is managed by Keystone Vice
President Daniel A. Rabasco.

Performance 

For the twelve-month period which ended March 31, 1996, your Fund provided 
the following total returns, including income and price changes: 
  Class A shares returned 6.64%. 
  Class B shares returned 5.77%. 
  Class C shares returned 5.89%. 

Portfolio Strategy 

Keystone Massachusetts Tax Free Fund was positioned to build and maintain 
income during last year's declining interest rate environment. We lengthened 
the Fund's average maturity, extended call protection and stayed fully 
invested. As the bond market environment began to change, we sold some of the 
longer maturities as favorable situations occurred. This helped to shorten 
the Fund's average maturity in anticipation of higher interest rates and 
potential buying opportunities. As of March 31, 1996, the Fund's average 
maturity was 18.1 years, slightly shorter than 19.4 years on September 30, 
1995. The average portfolio quality was A+, the third highest rating 
category. 

Economic Environment 

The Massachusetts economy continues to grow at a slow rate. Non-farm employment
grew a modest 1% for the twelve-month period which ended November 1995 after a
2.2% increase for calendar year 1994. Job losses stemming from declines in
defense spending and bank consolidation were offset by growth in the service
sector. The Commonwealth's treasury has generated a positive fund balance in
each of the past six years, which we attribute to improving economic conditions
and more conservative fiscal management.


Portfolio Quality Summary
as of March 31, 1996
S&P Rating(5)
[PIE CHART]
Not Rated (15.9%)
AAA (42.8%)
AA (11.0%)
A (30.3%)

Average portfolio quality: A+ 
(as a percentage of portfolio assets) 

Outlook 

While we do not expect to see significant economic growth in Massachusetts in 
the near future, we do continue to see opportunities resulting from increases 
in international trade and ongoing public infrastructure projects. Further, 
we think that the Commonwealth's nationally recognized institutions of higher 
education will continue to foster small business development in the state, 
particularly in high technology related sectors. These factors should provide 
an attractive backdrop for Massachusetts municipal bonds. 

- -------------------
4 For investors in certain tax situations, a portfolio of income may be 
  subject to the federal alternative minimum tax (AMT). 
5 Where Standard & Poor's ratings were not available, we have used ratings 
  from Moody's Investor Service, Inc., Fitch Investors' Service, Inc., or 
  ratings assigned by another nationally recognized statistical rating 
  organization. 

<PAGE>
Page 6
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Keystone Massachusetts Tax Free Fund

[Data for Keystone Massachusetts Tax Free Fund Mountain Chart]

Growth of an investment in
Keystone Massachusetts Tax Free Fund Class A
In Thousands

           Initial      Reinvested
         Investments  Distributions
2/94         9372         9414
3/94         8734         8820
3/95         8753         9370
3/96         8848         9992
                 

A $10,000 investment in Keystone Massachusetts Tax Free Fund Class A made on
February 4, 1994 with all distributions reinvested was worth $9,992 on March 31,
1996. Past performance is no guarantee of future results.


Tax-Equivalent Yields 
                               Federal Tax Bracket(6) 
- --------                ----------------------------------- 
                            31%          36%        39.6% 
(combined state & 
  federal)              (39.28%)     (43.68%)     (46.85%) 
- ------------------      -------      -------      --------- 
Yield                         Taxable Equivalent Yield 
- --------                ------------------------------------ 
4.5%                       7.4%         8.0%         8.5% 
5.0%                       8.2%         8.9%         9.4% 
5.5%                       9.1%         9.8%        10.3% 
- --------                -----      -------      --------- 

The yields shown are for illustrative purposes only. They are not intended to 
represent actual performance of the Fund. 

6 The table is based on federal tax brackets. The 31% bracket includes single 
  filers earning $53,501-115,000 and joint filers earning $89,151-140,000; 
  the 36% bracket includes single filers earning $115,001-250,000 and joint 
  filers earning $140,001-250,000; the 39.6% bracket includes single and 
  joint filers earning over $250,000. Yields are hypothetical and do not 
  represent the returns of any particular investment. 

Twelve-Month Performance               as of March 31, 1996 

                                Class A     Class B      Class C 

Total returns*                    6.64%       5.77%        5.89% 
Net asset value  3/31/95        $ 9.19      $ 9.15       $ 9.14 
                 3/31/96        $ 9.29      $ 9.22       $ 9.22 
Dividends                       $ 0.50      $ 0.45       $ 0.45 
Capital gains                    None        None         None 

*Before deduction of front-end or contingent deferred sales 
 charge (CDSC), if applicable. 

Historical Record                     as of March 31, 1996 


Cumulative total returns         Class A     Class B      Class C 

1-year w/o sales charge           6.64%      5.77%        5.89% 
1-year                            1.57%      1.77%        5.89% 
Life of Class                    -0.08%      0.70%        3.36%

Average Annual Returns 
1-year w/o sales charge           6.64%      5.77%        5.89% 
1-year                            1.57%      1.77%        5.89% 
Life of Class                    -0.04%      0.32%        1.54% 

  Class A, Class B and Class C shares were introduced on February 4, 1994. 

  Class A share performance is reported at the current maximum front-end sales 
charge of 4.75%. 

  Class B shares purchased after June 1, 1995 are subject to a contingent 
deferred sales charge (CDSC) that declines from 5% to 1% over six years from 
the month purchased. Performance assumes that shares were redeemed after the 
end of a one-year holding period and reflects the deduction of a 4% CDSC. 

  Class C share performance reflects the return you would have received after 
holding shares for one year or more and redeeming after the end of that 
period. 

  The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 
Performance for each class will differ. 

  You may exchange your shares for another Keystone fund by phone or in 
writing for a $10 fee. The exchange fee is waived for individual investors 
who make an exchange using Keystone's Automated Response Line (KARL). The 
Fund reserves the right to change or terminate the exchange offer. 

<PAGE>
Page 7
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Keystone New York Insured Tax Free Fund 

Your Fund's Performance 

Your Fund's objective is to earn generous income, exempt from federal, state, 
and New York City income tax, while preserving capital.(7) At least 80% of your 
Fund's investments will be insured as to timely payment of both principal and 
interest. The Fund is managed by Keystone Vice President George Kimball. 

Performance 

For the twelve-month period which ended March 31, 1996, your Fund provided 
the following total returns, including income and price changes: 
   Class A shares returned 7.73%. 
   Class B shares returned 7.02%. 
   Class C shares returned 7.02%. 

Portfolio Strategy 

Keystone New York Insured Tax Free Fund was positioned to take advantage of 
the declining interest rate environment in 1995. We lengthened the 
portfolio's average maturity for much of the year by investing in twenty to 
twenty-five year bonds. The longer maturities provided attractive yields and 
price appreciation when interest rates fell. When interest rates began to 
rise, we invested in bonds with fifteen- to twenty-year maturities, which 
shortened the Fund's average maturity. The shorter maturities provided much 
of the yield and greater price stability at that time. We extended call 
protection throughout the period, to maximize and maintain income. As of 
March 31, 1996, 36.5% of the portfolio was invested in non-callable bonds. 
While about 90% of the Fund was invested in insured bonds, we utilized the 
portfolio's flexibility to invest approximately 10% of net assets in some 
uninsured obligations, which we believe offered especially good value. 

Portfolio Quality Summary
as of March 31, 1996
S&P Rating(8)
[PIE CHART]
AAA (88.0%)
AA (9.5%)
BBB (2.5%)

Average portfolio quality: AAA 
(as a percentage of portfolio assets) 

As of March 31, 1996, your Fund's average maturity was 21.4 years, up slightly
from 20.1 years on September 30, 1995. Also, on March 31, 1996, the Fund's
average portfolio quality was AAA, the highest quality rating.

Economic Environment 

New York's economy continues to lag that of the nation, with slow job growth 
and an unemployment rate that is higher than the national average. The state 
took realistic actions to close its budget gap for fiscal year 1996, but 
continues to face significant budget challenges in the year ahead. 

Outlook 

Given the outlook for below average economic growth in New York, as well as 
the expectation of reduced revenues and rising expenditures in fiscal year 
1997, we believe that the state's budget will continue to be stressed. Under 
these circumstances, we believe that your Fund's emphasis on insured bonds 
should provide additional protection and stability. 

7 For investors in certain tax situations, a portfolio of income may be 
  subject to the federal alternative minimum tax (AMT). 
8 Where Standard & Poor's ratings were not available, we have used ratings 
  from Moody's Investor Service, Inc., Fitch Investors' Service, Inc., or 
  ratings assigned by another nationally recognized statistical rating 
  organization. 

<PAGE>

Page 8
- -----------------------------
Keystone New York Insured Tax Free Fund 

[Keystone New York Insured Tax Free Fund Mountain Chart]

Growth of an investment in
Keystone New York Insured Tax Free Fund Class A
In Thousands

           Initial      Reinvested
         Investments  Distributions
2/94        9363          9404
3/94        8877          8962
3/95        8991          9596
3/96        9210          10340
                   
A $10,000 investment in Keystone New York Insured Tax Free Fund Class A made on
February 4, 1994 with all distributions reinvested was worth $10,338 on March
31, 1996. Past performance is no guarantee of future results.


Tax-Equivalent Yields 
                          Federal Tax Bracket(9) 
- -------------      ----------------------------------- 
                      31%          36%          39.6% 
- -------------      -------      -------      --------- 
(combined 
  city, state 
  & federal)      (39.51%)     (43.89%)       (47.05%) 
- -------------      -------      -------      --------- 


Yield                   Taxable Equivalent Yield 
- -------------      ----------------------------------- 
4.5%                  7.4%        8.0%           8.5% 
5.0%                  8.3%        8.9%           9.4% 
5.5%                  9.1%        9.8%          10.4% 
- -------------      -------      -------      --------- 

The yields shown are for illustrative purposes only. They are not intended to 
represent actual performance of the Fund. 

9 The table is based on federal tax brackets.The 31% bracket includes single 
  filers earning $43,501-115,000 and joint filers earning $89,151-140,000; 
  the 36% bracket includes single filersearning $115,001-250,000 and joint 
  filers earning $140,001-250,000; the 39.6% bracket includes single and 
  joint filers earning over $250,000. Yields are hypothetical and do not 
  represent the returns of any particular investment. 

  Class A, Class B and Class C shares were introduced on February 4, 1994. 

  Class A share performance is reported at the current maximum front-end sales 
charge of 4.75%. 

Twelve-Month Performance  as of March 31, 1996 

                      Class A     Class B      Class C 

Total returns*         7.73%       7.02%        7.02% 
Net asset value 
   3/31/95            $9.44       $9.38        $9.37 
   3/31/96            $9.67       $9.59        $9.58 
Dividends             $0.49       $0.44        $0.44 
Capital gains          None        None         None 

*Before deduction of front-end or contingent deferred sales charge (CDSC), if 
 applicable. 

Historical Record                            as of March 31, 1996 
Cumulative total returns      Class A       Class B        Class C 

1-year w/o sales charge        7.73%         7.02%          7.02% 
1-year                         2.61%         3.02%          7.02% 
Life of Class                  3.38%         4.14%          6.80% 

Average Annual Returns 
1-year w/o sales charge        7.73%         7.02%          7.02% 
1-year                         2.61%         3.02%          7.02% 
Life of Class                  1.55%         1.90%          3.09% 

  Class B shares purchased after June 1, 1995 are subject to a contingent 
deferred sales charge (CDSC) that declines from 5% to 1% over six years from 
the month purchased. Performance assumes that shares were redeemed after the 
end of a one-year holding period and reflects the deduction of a 4% CDSC. 

  Class C share performance reflects the return you would have received after 
holding shares for one year or more and redeeming after the end of that 
period. 

  The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 
Performance for each class will differ. 

  You may exchange your shares for another Keystone fund by phone or in 
writing for a $10 fee. The exchange fee is waived for individual investors 
who make an exchange using Keystone's Automated Response Line (KARL). The 
Fund reserves the right to change or terminate the exchange offer. 

<PAGE>
Page 9
- ----------------------------------
Keystone Pennsylvania Tax Free Fund

Your Fund's Performance 


Keystone Pennsylvania Tax Free FundYour Fund's objective is to earn generous 
income, exempt from federal, state, and city income tax, while preserving 
capital.(10) In addition, your Fund seeks to ensure that its shares are exempt 
from Pennsylvania's personal property tax. The Fund is managed by Keystone 
Vice President Daniel A. Rabasco. 

Performance 

For the twelve-month period which ended March 31, 1996, your Fund provided 
the following total returns, including income and price changes: 
 Class A shares returned 7.66%. 
 Class B shares returned 6.84%. 
 Class C shares returned 6.92%. 

Portfolio Strategy 

Keystone Pennsylvania Tax Free Fund continued to employ a "barbelled" 
strategy to build total return and income over the past year. We invested in 
bonds with relatively high coupons to generate current income, and balanced 
the strategy with zero coupon bonds for greater price appreciation during the 
declining interest rate environment. We shortened the Fund's average maturity 
as interest rates began to rise, primarily investing in bonds with fifteen to 
twenty year maturities. As of March 31, 1996, your Fund's average maturity 
was 19.0 years, down slightly from 19.3 years on September 30, 1995. The 
average portfolio quality was AA-, the second highest rating category. 

Economic Environment 

While growth has been slow, Pennsylvania continues to diversify its economy 
away from its historical reliance on manufacturing. Employment gains in 
service industries have nearly offset job losses in manufacturing. The 
Commonwealth continues to project a balanced budget at the end of the current 
fiscal year. 

Portfolio Quality Summary
as of March 31, 1996
S&P Rating(11)
[PIE CHART]
AAA (53.8%)
BBB (26.5%)
Not rated (6.0%)
AA (10.0%)
A (3.7%)

Average portfolio quality: AA- 
(as a percentage of portfolio assets) 

Outlook 

We continue to have a favorable outlook for the Commonwealth of Pennsylvania. We
expect to see the state's economy become increasingly diverse; and longer term,
to track national economic performance. Pennsylvania's sound fiscal practices
continue to be reflected in balanced budgets and low debt burdens. All these
factors should bode well for the state's bonds in the foreseeable future.

- ---------------
10 For investors in certain tax situations, a portion of income may be 
   subject to the federal alternative minimum tax (AMT). 
11 Where Standard & Poor's ratings were not available, we have used ratings 
   from Moody's Investor Service, Inc., Fitch Investors' Service, Inc., or 
   ratings assigned by another nationally recognized statistical rating 
   organizations. 

<PAGE>

Page 10
- ----------------------------------
Keystone Pennsylvania Tax Free Fund

[Keystone Pennsylvania Tax Free Fund Mountain Chart]

Growth of an investment in
Keystone Pennsylvania Tax Free Fund
Class A
In Thousands

            Initial      Reinvested
           Investment   Distributions
12/90          9715         9723
               9763         9941
3/92          10201        11141
              10877        12622
3/94          10487        12948
              10391        13583
3/96          10620        14627
               
A $10,000 investment in Keystone Pennsylvania Tax Free Fund Class A made on
December 27, 1990 with all distributions reinvested was worth $14,625 on March
31, 1996. Past performance is no guarantee of future results.


Tax-Equivalent Yields 
                                  Federal Tax Bracket(12) 
- ------------------------      ----------------------------- 
                                 31%        36%      39.6% 
(combined state & 
  federal)                   (32.93%)   (37.79%)   (41.29%) 
- ------------------------      -----      -----      ------- 

Yield                           Taxable Equivalent Yield 
- ------------------------      ----------------------------- 
4.5%                         6.7%       7.2%       7.7% 
5.0%                         7.5%       8.0%       8.5% 
5.5%                         8.2%       8.8%       9.4% 
- ------------------------    -----      -----      ------- 

The yields shown are for illustrative purposes only. They are not intended to 
represent actual performance of the Fund. 

12 The table is based on federal tax brackets. The 31% bracket includes 
   single filers earning $53,501-115,000 and joint filers earning $89,151- 
   140,000; the 36% bracket includes single filers earning $115,001- 250,000 
   and joint filers earning $140,001-250,000; the 39.6% bracket includes 
   single and joint filers earning over $250,000. Yields are hypothetical and 
   do not represent the returns of any particular investment. 

  Class A shares were introduced on December 27, 1990. Performance is reported 
at the current maximum front-end sales charge of 4.75%. 

Twelve-Month Performance      as of March 31, 1996 
                           Class A       Class B       Class C 

Total returns*                7.66%         6.84%          6.92% 
Net asset value 
   3/31/95                  $10.91        $10.81         $10.83 
   3/31/96                  $11.15        $11.00         $11.03 
Dividends                   $ 0.59        $ 0.54         $ 0.54 
Capital gains                 None          None           None 

*Before deduction of front-end or contingent deferred sales charge (CDSC), if 
 applicable. 

Historical Record             as of March 31, 1996 

Cumulative total returns       Class A       Class B       Class C 

1-year w/o sales charge           7.66%         6.84%          6.92% 
1-year                            2.55%         2.84%          6.92% 
5-year                           40.12%          --             -- 
Life of Class                    46.25%        13.41%         16.41%

Average Annual Returns 
1-year w/o sales charge           7.66%         6.84%          6.92% 
1-year                            2.55%         2.84%          6.92% 
5-year                            6.98%          --             -- 
Life of Class                     7.49%         4.05%          4.92% 

  Class B shares were introduced on February 1, 1993. Shares purchased after
June 1, 1995 are subject to a contingent deferred sales charge (CDSC) that
declines from 5% to 1% over six years from the month purchased. Performance
assumes that shares were redeemed after the end of a one-year holding period and
reflects the deduction of a 4% CDSC.

  Class C shares were introduced on February 1, 1993. Performance reflects the 
return you would have received after holding shares for one year or more and 
redeeming after the end of that period. 

  The investment return and principal value will fluctuate so that your 
shares, when redeemed, may be worth more or less than the original cost. 
Performance for each class will differ. 

  You may exchange your shares for another Keystone fund by phone or in 
writing for a $10 fee. The exchange fee is waived for individual investors 
who make an exchange using Keystone's Automated Response Line (KARL). The 
Fund reserves the right to change or terminate the exchange offer. 

<PAGE>

Page 11
- ----------------------------------
Keystone State Tax Free Fund 

                              A Discussion With 
                            Your Fund's Management 

The Keystone State Tax Free Funds are managed by Keystone's municipal bond 
team, headed by senior portfolio manager Betsy Blacher. The team is comprised 
of six investment professionals who are dedicated to researching, analyzing 
and evaluating municipal bonds for each fund. We asked them several questions 
about the market's recent performance. Their responses follow. 

Q   What was the tone of the municipal bond market over the past year? 

A  We experienced a strong municipal bond market for most of the year. Slow 
economic growth and well contained inflation drove interest rates close to 
historic lows. At the end of the year, though, investors shifted their focus 
to the uncertainties about the upcoming election year and the budget gridlock 
in Washington. The prospect of tax reform caused a lot of concern-- 
particularly talk of the "flat tax". Investors dealt with "the unknown" by 
exercising caution, which changed the market's tone from strength to 
uneasiness. The market goes through many cycles, and this change of tone is 
typical of a transitional period. 

Q   What about the economy? 

A  Early in 1996, many people thought that the economy might slip into a 
recession later in the year, and that further interest rate cuts were a 
foregone conclusion. By March, however, data began to appear that indicated a 
healthier economy and investors reassessed their growth and inflation 
outlook. Many investors sold bonds, resulting in rising interest rates. 

Q   What is the current tone of the municipal bond market? 

A  Municipal bonds have entered into a period of relative stability, now that 
many of "the unknowns" have become more familiar and been reviewed. There is 
less political uncertainty as we move toward the national election in 
November, and the possibility of a flat tax now appears to be highly 
unlikely. Investors are still trying to determine economic strength, although 
a clearer picture is beginning to emerge. We believe that the economy is 
growing moderately with little to no inflation pressures. Until investors are 
confident of this, however, bonds may experience some price volatility. 

Q   What investment strategies did you employ in the last year? 

A  We employed two strategies during the declining interest rate environment, 
which encompassed most of the Funds' twelve-month period. Our primary focus 
was to extend call protection, which maximized and maintained income in the 
Funds. As part of this strategy, we invested a substantial portion of net 
assets in non-callable bonds. We also lengthened average maturity and stayed 
fully invested. As interest rates appeared likely to rise, we began to 
shorten up the portfolios' average maturities, to limit exposure to price 
declines. Primarily, we invested in fifteen- to twenty-year maturities, which 
provided much of the yield but greater price stability than those bonds with 
longer maturities. 

Q   What is your outlook for the municipal bond market? 

A  We expect interest rates to rise modestly over the near term, as investors 
monitor developments in the economy. This transitional period could cause 
municipal bond prices to be somewhat volatile; but we expect it to be 
limited. Longer term, we expect moderate economic growth with little 
inflation, which should be positive for the market. There continues to be 
relatively little supply; and we think there could be greater demand, now 
that there are fewer political uncertainties and tax reform is less of an 
issue. At this point, municipal bonds offer good value, in our opinion. 

<PAGE>
Page 12
- ----------------------------------
Keystone State Tax Free Fund 

As of March 31, 1996, they averaged 91% of the yield of comparable long term 
Treasuries, a relatively attractive level.(13) 

Q   What do Keystone State Tax Free Funds offer investors? 

A  The Funds are designed to meet the needs of tax- sensitive investors. The 
Funds offer daily liquidity and professional management. We select bonds for 
the portfolios after careful credit analysis and an assessment of current and 
anticipated market conditions. Each portfolio seeks consistent, attractive 
income that is exempt from federal income and state (and city) taxes as 
applicable.(14) In states that tax intangible assets or personal property 
(Florida and Pennsylvania), we also seek tax-exempt status. 

- ------------------
13 Source: Keystone Investments, Inc. Based on the average yield of a 
   selection of 30-year AA-rated municipal bonds compared to the yield on a 
   30-year U.S. Treasury bond on March 31, 1996. 
14 For investors in certain tax situations, a portion of income may be 
   subject to the federal altnerative minimum tax (AMT). 

<PAGE>

Page 13
- ----------------------------------
Keystone State Tax Free Fund 

                           Growth of an Investment 

[Keystone Florida Tax Free Fund Line Chart]

Comparison of change in value of a $10,000 investment in Keystone Florida Tax
Free Fund Class A, the Lehman Municipal Bond Index and the Consumer Price Index.

In Thousands

December 28, 1990 through March 31, 1996

          Class A     LMBI      CPI
12/90      9637      10000     10000
           9860      10271     10090
3/92       10879     11298     10411
           12220     12712     10732
3/94       12343     13006     11001
           13135     13977     11315
3/96       14208     15149     11577
                           
                         Average Annual Total Return
                     ----------------------------------
                      1 Year    5 Year    Life of Class
Class A                3.03%     6.54%        6.91%
Class B                3.48%       --         3.98%
Class C                7.47%       --         4.81%

Past performance is no guarantee of future results. The performance of Class B
or Class C shares may be greater or less than the line shown based on
differences in loads and fees paid by the shareholder investing in the different
classes. The Consumer Price Index is through February 29, 1996.

[Keystone Massachusetts Tax Free Fund Line Chart]

Comparison of change in value of a $10,000 investment in Keystone Massachusetts
Tax Free Fund and the Lehman Municipal Bond Index.

In Thousands

February 4, 1994 through March 31, 1996

          Class A   Class B   Class C    LMBI
2/94       9414      9884      9883      10000
3/94       8820      9280      9279      9345
3/95       9370      9782      9761      10042
3/96       9992      10070     10336     10884
                                    
                      Average Annual Total Return
                     -----------------------------
                      1 Year        Life of Class
Class A                1.57%           -0.04%
Class B                1.77%            0.32%
Class C                5.89%            1.54%

Past performance is no guarantee of future results. The performance of each
Class may vary based on differences in loads and fees paid by the shareholder
investing in the different classes. The Lehman Municipal Bond Index is from
January 31, 1994.


These charts graphically compare your Fund's total return performance to 
certain investment indexes. It is the result of fund performance guidelines 
issued by the Securities and Exchange Commission. The intent is to provide 
investors with more information about their investment. 

Components of the Charts 

These charts are composed of several lines that represent the accumulated 
value of an initial $10,000 investment for the period indicated. The lines 
illustrate a hypothetical investment in: 

1. Your Keystone State Tax Free Fund 

Your Fund seeks high current income, exempt from federal income taxes, while 
preserving capital by investing in high quality municipal bonds. In addition, 
each Fund also seeks to provide a maximum level of income that is exempt from 
state and local income 
or intangibles/personal property taxes, as applicable. Returns are quoted 
after deducting front-end or contingent deferred sales charges (if 
applicable), fund expenses, and transaction costs. The return also includes 
reinvestment of all distributions. 

2. Lehman Municipal Bond Index (LMBI) 

The LMBI is a broad-based, unmanaged market index of securities issued by 
state and local governments. It represents the price change and coupon income 
of several thousand securities with various maturities and qualities. 
Securities are selected and compiled by Lehman Brothers, Inc. according to 
criteria that may be unrelated to your Fund's investment objective. The index 
does not include transaction costs associated with buying and selling 
securities, and does not hold cash to meet redemptions. It would be difficult 
for most individual investors to duplicate this index. 

<PAGE>

Page 14
- ----------------------------------
Keystone State Tax Free Fund 

[Keystone New York Insured Tax Free Fund Line Chart]

Comparison of change in value of a $10,000 investment in Keystone New York
Insured Tax Free Fund and the Lehman Municipal Bond Index.

In Thousands

February 4, 1994 through March 31, 1996

       Class A    Class B    Class C      LMBI
2/94    9404       9873       9873       10000
3/94    8962       9409       9398       9345
3/95    9596       10000      9979       10042
3/96    10338      10414      10680      10884
                                    
                      Average Annual Total Return
                     -----------------------------
                      1 Year        Life of Class
Class A                2.61%            1.55%
Class B                3.02%            1.90%
Class C                7.02%            3.09%

Past performance is no guarantee of future results. The performance of each
Class may vary based on differences in loads and fees paid by the shareholder
investing in the different classes. The Lehman Municipal Bond Index is from
January 31, 1994.

[Keystone Pennsylvania Tax Free Fund Line Chart

Comparison of change in value of a $10,000 investment in Keystone Pennsylvania
Tax Free Fund Class A, the Lehman Municipal Bond Index and the Consumer Price
Index.

In Thousands

December 27, 1990 through March 31, 1996

      Class A       LMBI       CPI
12/90   9723       10000      10000
        9941       10271      10090
3/92    11141      11298      10411
        12622      12712      10732
3/94    12948      13006      11001
        13583      13977      11315
3/96    14627      15149      11577
                         
                         Average Annual Total Return
                     ----------------------------------
                      1 Year    5 Year    Life of Class
Class A                2.55%     6.98%        7.49%
Class B                2.84%       --         4.05%
Class C                6.92%       --         4.92%

Past performance is no guarantee of future results. The performance of Class B
or Class C shares may be greater or less than the line shown based on
differences in loads and fees paid by the shareholder investing in the different
classes. The Consumer Price Index is through February 29, 1996.


3. Consumer Price Index (CPI) 

This index is a widely recognized measure of the cost of goods and services 
produced in the U.S. The index contains factors such as prices of services, 
housing, food, transportation and electricity which are compiled by the U.S. 
Bureau of Labor Statistics. The CPI is generally considered a valuable 
benchmark for investors who seek to outperform increases in the cost of 
living. 

  This index does not include transaction costs associated with buying and 
selling securities, and does not hold cash to meet redemptions. It would be 
difficult for most individual investors to duplicate this index. 

Understanding What the Charts Mean 

The charts demonstrate your Fund's total return performance in relation to a 
well known investment index and to increases in the cost of living. It is 
important to understand what the charts show and do not show. 

  This illustration is useful because it charts Fund and index performance 
over the same time frame and over a long period. Long-term performance is a 
more reliable and useful measure of performance than measurements of 
short-term returns or temporary swings in the market. Your financial adviser 
can help you evaluate fund performance in conjunction with the other 
important financial considerations such as safety, stability and consistency. 

Limitations of the Charts 

The charts, however, limit the evaluation of Fund performance in several 
ways. Because the measurement is based on total returns over an extended 
period of time, the comparison often favors those funds which emphasize 
capital appreciation when the market is rising. Likewise, when the market is 
declining, the comparison usually favors those funds which take less risk. 

<PAGE>

Page 15
- ----------------------------------
Keystone State Tax Free Fund 
 
Performance Can Be Distorted 

Funds which are more conservative in their orientation and which place an 
emphasis on capital preservation will tend to compare less favorably when the 
market is rising. In addition, funds which have income as one of their 
objectives also will tend to compare less favorably to relevant indexes. 

  Indexes may also reflect the performance of some securities which a fund may 
be prohibited from buying. A bond fund, for example, may be limited to 
investments in only high quality bonds, or a stock fund may only be able to 
buy stocks that have been traded on a stock exchange for a minimum number of 
years or of a certain company size. Indexes usually do not have the same 
investment restrictions as your Fund. 

Indexes Do Not Include Costs of Investing 

The comparison is further limited in its utility because the indexes do not 
take into account any deductions for sales charges, transaction costs or 
other fund expenses. Your Fund's performance figures do reflect such 
deductions. Sales charges--whether up-front or deferred--pay for the cost of 
the investment advice of your financial adviser. Transaction costs pay for 
the costs of buying and selling securities for your Fund's portfolio. Fund 
expenses pay for the costs of investment management and various shareholder 
services. None of these costs are reflected in index total returns. The 
comparison is not completely realistic because an index cannot be duplicated 
by an investor--even an unmanaged index--without incurring some charges and 
expenses. 

One of Several Measures 

The charts are one of several tools you can use to understand your 
investment. It should be read in conjunction with the Fund's prospectus, and 
annual and semiannual reports. Also, your financial adviser, who understands 
your personal financial situation, can best explain the features of your 
Keystone fund and how it applies to your financial needs. 

Future Returns May Be Different 

Shareholders also should be mindful that the long-run performance of either 
the Fund or the indexes is not representative of what shareholders should 
expect to receive from their Fund investment in the future; it is presented 
to illustrate only past performance and is not a guarantee of future returns. 

<PAGE>
Page 16
- ----------------------------------
Keystone Florida Tax Free Fund 

SCHEDULE OF INVESTMENTS--March 31, 1996 
<TABLE>
<CAPTION>
                                                                Coupon     Maturity    Principal     Market 
                                                                 Rate        Date       Amount        Value 
- -----------------------------------------------------------     --------    --------    --------   ---------- 
<S>                                                             <C>       <C>         <C>        <C>
MUNICIPAL BONDS (97.8%) 
Bay County, Florida, Hospital Systems Revenue Refunding, 
  Bay Medical Center Project                                     8.000%   10/01/2019  $2,500,000 $  2,778,525 
Brevard County, Florida, Health Facilities Authority 
  Revenue Refunding, Devereux Foundation (MBIA)                  5.125    11/01/2019   2,320,000    2,097,628 
Brevard County, Florida, Health Facilities Authority 
  Revenue Refunding, Wuesthoff Memorial Hospital (MBIA)          7.200    04/01/2013   3,000,000    3,353,760 
Broward County, Florida, Collateralized Home Mortgage            7.125    03/01/2017     195,000      203,621 
Broward County, Florida, Resource Recovery, South Project        7.950    12/01/2008   2,500,000    2,767,975 
Charlotte County, Florida, Utility Revenue (FGIC)                6.750    10/01/2013   1,000,000    1,104,320 
City of Tarpon Springs Health Facilities Authority, 
  Florida, Hospital Refunding, Helen Ellis Hospital              7.625    05/01/2021   1,000,000    1,036,910 
City of Tarpon Springs Health Facilities Authority, 
  Florida, Hospital Refunding, Tarpon Springs Hospital 
  Foundation, Inc.                                               8.750    05/01/2012     500,000      526,955 
Commonwealth of Puerto Rico, Aqueduct and Sewer Authority 
  Revenue                                                        5.000    07/01/2015   4,000,000    3,592,240 
Commonwealth of Puerto Rico, Aqueduct and Sewer Authority 
  Revenue                                                        5.000    07/01/2019   1,640,000    1,446,710 
Commonwealth of Puerto Rico, Aqueduct and Sewer Authority 
  Revenue                                                        6.250    07/01/2012   2,000,000    2,110,620 
Commonwealth of Puerto Rico, Highway Authority, Series Q         7.750    07/01/2010     125,000      143,380 
Dade County, Florida, Aviation Revenue, Series C (MBIA)          5.750    10/01/2025   2,200,000    2,172,896 
Dade County, Florida, Educational Facilities Authority 
  Revenue (St. Thomas University)                                6.000    01/01/2010   2,000,000    2,022,740 
Dade County, Florida, Housing Finance Agency, Single Family 
  Mortgage                                                       7.000    03/01/2024     185,000      191,166 
Dade County, Florida, School District, General Obligation        7.375    07/01/2008      40,000       44,445 
Dade County, Florida, Seaport Refunding (MBIA)                   5.125    10/01/2016   2,000,000    1,843,360 
Dade County, Florida, Seaport Refunding (MBIA)                   5.125    10/01/2021   2,500,000    2,264,350 
Duval County, Florida, Single Family Mortgage Refunding 
  (FGIC)                                                         7.300    07/01/2011      80,000       84,032 
Escambia County, Florida, Pollution Control, Champion 
  International Corp. Project                                    6.900    08/01/2022   2,400,000    2,499,960 
Florida Housing Finance Agency, Home Ownership Mortgage          7.500    09/01/2014     180,000      191,196 
Florida State Board of Education Capital Outlay Refunding, 
  Public Education, Series D                                     4.750    06/01/2016   2,000,000    1,751,420 
Florida State Board of Education Capital Outlay Refunding, 
  Public Education, Series E                                     5.000    06/01/2020   2,000,000    1,781,120 
Florida State Department of Transportation, Turnpike 
  Revenue Bonds, Series 1991A (AMBAC)                            7.125    07/01/2018     125,000      141,830 
Florida State Transportation, Jacksonville Transportation 
  Authority                                                      9.000    01/01/2000   1,000,000    1,101,100 
Gainesville, Florida, Utilities System Revenue, Series B         7.500    10/01/2008   3,435,000    4,131,584 
Gainesville, Florida, Utilities System Revenue, Series B         7.500    10/01/2009   3,695,000    4,446,378 
Hillsborough County, Florida, Capital Improvement Program 
  Revenue, County Center Project, Series B (MBIA)                5.000    07/01/2017   2,000,000    1,823,620 

<PAGE>
Page 17
- ----------------------------------
Keystone Florida Tax Free Fund 
 
Hollywood, Florida, Water and Sewer System Revenue (FGIC)        6.875%   10/01/2021  $  535,000   $  603,223 
Huron Valley, Michigan, School District Capital 
  Appreciation (effective yield 6.651%) (MBIA)(b)                0.000    05/01/2019   2,925,000      724,025 
Indian River County, Florida, Water and Sewer Systems 
  Revenue (FGIC)                                                 6.500    05/01/2016     400,000      441,356 
Jacksonville, Florida, Health Facilities Authority, St. 
  Luke's Hospital Association                                    7.125    11/15/2020   3,000,000    3,209,040 
Jacksonville, Florida, Hospital Authority, Baptist Medical 
  Center Project, Series A (MBIA)                                7.300    06/01/2019     350,000      378,367 
Lee County, Florida, School Board, Certificates of 
  Participation, Series A (FSA)                                  7.750    08/01/2004   1,000,000    1,168,120 
Lee County, Florida, School Board, Certificates of 
  Participation, Series A (FSA)                                  7.750    08/01/2005   1,500,000    1,752,180 
Miami, Florida, Health Facilities Authority, Health 
  Facilities Revenue, Mercy Hospital, Series A (AMBAC)           6.750    08/01/2020     350,000      391,545 
Miami, Florida, Special Obligation Revenue (FGIC)                6.000    02/01/2016   1,000,000    1,020,510 
Miramar, Florida, Wastewater Improvement Assessment Revenue 
  (FGIC)                                                         6.750    10/01/2016   1,000,000    1,087,720 
New York, New York, General Obligation, Series F                 5.750    02/01/2015   3,000,000    2,796,720 
New York State Urban Development Corp. Revenue, State 
  Facilities                                                     5.700    04/01/2020   5,000,000    4,737,150 
North Springs Improvement District, Florida, Water and 
  Sewer Revenue, Series B (MBIA)                                 6.500    12/01/2016   1,335,000    1,453,361 
Okaloosa County, Florida, Gas District, Refunding and 
  Improvement (MBIA)                                             6.850    10/01/2014   2,550,000    2,866,302 
Orange County, Florida, Health Facilities Authority, 
  Hospital Revenue, Adventist Health (AMBAC)                     5.250    11/15/2020   2,000,000    1,834,460 
Orange County, Florida, Housing Finance Authority, GNMA 
  Collateralized Mortgage, Series B (AMT)                        8.100    11/01/2021   2,260,000    2,352,841 
Orlando, Florida, Utilities Commission, Water and Electric       6.000    10/01/2010   4,000,000    4,212,600 
Orlando-Orange County, Florida, Expressway Authority (FGIC)      8.250    07/01/2015      40,000       52,058 
Palm Beach County, Florida, General Obligation                   6.500    07/01/2010   1,880,000    2,074,824 
Palm Beach County, Florida, Solid Waste Industrial 
  Development, Okeelanta Power Project (AMT)                     6.700    02/15/2015   2,000,000    2,007,680 
Palm Beach County, Florida, Solid Waste Industrial 
  Development, Okeelanta Power Project (AMT)                     6.850    02/15/2021   3,000,000    3,011,370 
Palm Beach County, Florida, Solid Waste Industrial 
  Development, Osceola Power Project (AMT)                       6.850    01/01/2014   3,500,000    3,554,635 
Palm Beach County, Florida, Solid Waste Industrial 
  Development, Osceola Power Project (AMT)                       6.950    01/01/2022   2,000,000    2,023,400 
Puerto Rico Electric Power Authority                             7.000    07/01/2011     200,000      226,778 
San Antonio, Texas, Electric & Gas Revenue, Capital 
  Appreciation, Series B (FGIC) (effective yield 7.098%) 
  (b)                                                            0.000    02/01/2009   2,500,000    1,220,175 

                                                        (Continued on next page)
<PAGE>
Page 18
- ----------------------------------
Keystone Florida Tax Free Fund 

MUNICIPAL BONDS (continued) 
Tallahassee, Florida, Health Facilities, Tallahassee 
  Memorial Regional Medical Project (MBIA)                       6.625%   12/01/2013  $2,000,000 $  2,192,120 
Tampa, Florida, Capital Improvement Program Revenue, Series B    8.375    10/01/2018   1,250,000    1,325,238 
Tampa, Florida, Subordinate Guaranteed Entitlement Revenue, 
  Series B (ETM)                                                 8.500    10/01/2018      45,000       49,481 
Tampa, Florida, Sports Authority Revenue, Tampa Bay Arena 
  (MBIA)                                                         5.750    10/01/2020   1,000,000    1,008,010 
Texas Municipal Power Agency Revenue, Capital Appreciation 
  (MBIA) (effective yield 6.149%) (b)                            0.000    09/01/2017   3,000,000      835,290 
University of Puerto Rico, University Revenues, Series M 
  (MBIA)                                                         5.250    06/01/2025   2,000,000    1,848,740 
West Melbourne, Florida, Water and Sewer Revenue (FGIC)          6.750    10/01/2014   1,000,000    1,115,150 
- -----------------------------------------------------------     -------      -------     -------      -------- 
TOTAL MUNICIPAL BONDS (Cost--$98,723,553)                                                         101,228,310 
===========================================================     =======      =======     =======      ========
TEMPORARY TAX-EXEMPT INVESTMENTS (0.5%) 
Dade County, Florida, Water and Sewer System Revenue Bond, 
  Series 1994 (Cost--$490,000) (a)                               3.300    10/05/2022     490,000      490,000 
- -----------------------------------------------------------     -------      -------     -------      -------- 
TOTAL INVESTMENTS (Cost--$99,213,553) (c)                                                         101,718,310 
OTHER ASSETS AND LIABILITIES--NET (1.7%)                                                            1,795,674 
- -----------------------------------------------------------     -------      -------     -------      -------- 
NET ASSETS (100.0%)                                                                              $103,513,984 
===========================================================     =======      =======     =======      ========
</TABLE>

(a) Variable or floating rate instruments with periodic demand features. The 
    Fund is entitled to full payment of principal and accrued interest upon 
    surrendering the security to the issuing agent according to the terms of 
    the demand features. 
(b) Effective yield (calculated at the date of purchase) is the yield at 
    which the bond accretes on an annual basis until maturity. 
(c) The cost of investments for federal income tax purposes amounted to 
    $99,588,715. Gross unrealized appreciation and unrealized depreciation of 
    investments, based on identified tax cost, at March 31, 1996 are as 
    follows: 

<TABLE>
<CAPTION>
<S>                              <C>
 Gross unrealized appreciation   $ 3,654,683 
 Gross unrealized depreciation    (1,525,088) 
 ------------------------------- ------------ 
Net unrealized appreciation      $ 2,129,595 
================================ ============
</TABLE>
  LEGEND OF PORTFOLIO ABBREVIATIONS: 
  AMBAC--AMBAC Indemnity Corporation 
  AMT--Subject to Alternative Minimum Tax 
  ETM -- Escrowed to Maturity 
  FGIC--Federal Guaranty Insurance Company 
  FSA--Financial Security Assistance 
  MBIA--Municipal Bond Investors Assurance 

See Notes to Financial Statements.

<PAGE>

Page 19
- ----------------------------------
Keystone Massachusetts Tax Free Fund 

SCHEDULE OF INVESTMENTS--March 31, 1996 
<TABLE>
<CAPTION>
                                                                Coupon     Maturity    Principal     Market 
                                                                 Rate        Date       Amount        Value 
 -----------------------------------------------------------    --------    --------    --------   ---------- 
<S>                                                             <C>       <C>         <C>         <C>
MUNICIPAL BONDS (97.1%) 
Franklin, Massachusetts, School Improvements (MBIA)              5.250%   11/15/2013  $  500,000  $   481,445 
Lawrence, Massachusetts, School Improvements (AMBAC)             6.250    02/15/2009     450,000      477,090 
Massachusetts Bay Transportation Authority, General 
  Transportation, Series A                                       7.000    03/01/2011     750,000      857,393 
Massachusetts Bay Transportation Authority, General 
  Transportation, Series A                                       6.250    03/01/2012     400,000      425,248 
Massachusetts Educational Financing Loan Authority (AMBAC)       6.000    01/01/2012     300,000      296,805 
Massachusetts Municipal Wholesale Electric, Power Supply 
  Systems, Series B                                              6.750    07/01/2008     460,000      493,189 
Massachusetts State Health and Educational Facilities 
  Authority, Capital Asset Project, Series F (MBIA)              7.300    10/01/2018     475,000      519,740 
Massachusetts State Health and Educational Facilities 
  Authority, Cape Islands Rehabilitation Hospital, Series A      7.875    08/15/2024     500,000      506,630 
Massachusetts State Health and Educational Facilities 
  Authority, Children's Hospital, Series E                       6.200    10/01/2016     240,000      243,194 
Massachusetts State Health and Educational Facilities 
  Authority, Dana Farber Cancer Project, Series G-1              6.250    12/01/2022     500,000      500,335 
Massachusetts State Health and Educational Facilities 
  Authority, McLean Hospital, Series C (FGIC)                    6.500    07/01/2010     550,000      594,259 
Massachusetts State Health and Educational Facilities 
  Authority, New England Deaconess Hospital                      6.875    04/01/2022     500,000      515,005 
Massachusetts State Housing Finance Agency, Series A 
  (AMBAC)                                                        6.600    07/01/2014     300,000      310,977 
Massachusetts State Industrial Finance Agency, Harvard 
  Community Health Plan, Inc., Series B                          8.125    10/01/2017     525,000      562,832 
Massachusetts State Industrial Finance Agency, Solid Waste 
  Disposal, Molten Metal Technology Project                      8.250    08/01/2014     250,000      260,815 
Massachusetts State Industrial Finance Agency, Solid Waste 
  Disposal, Senior Lien, Massachusetts Recycling Associates      9.000    08/01/2016   1,000,000      983,530 
Massachusetts State Water Pollution, Series 2                    6.125    02/01/2008     525,000      568,076 
Massachusetts State Water Pollution, Massachusetts Water 
  Resources Authority Loan, Series A                             5.300    08/01/2010   1,000,000      971,000 
Massachusetts State Water Resources Authority, Series B 
  (MBIA)                                                         6.250    12/01/2013     600,000      635,568 
North Adams, Massachusetts, School Improvement (AMBAC)           5.700    03/01/2013     600,000      593,328 
University of Massachusetts, Building Authority, Series A 
  (MBIA)                                                         5.500    05/01/2015     250,000      239,104 
- -----------------------------------------------------------      -------     -------     -------      -------- 
TOTAL MUNICIPAL BONDS (Cost--$10,988,639)                                                          11,035,563 
============================================================     =======     =======     =======      ========
 TEMPORARY TAX-EXEMPT INVESTMENTS (1.6%) 
Massachusetts State Health and Educational Facilities 
  Authority, (Capital Assets Program), Series D (MBIA) 
  (Cost--$180,000) (a)                                           3.750    01/01/2035     180,000      180,000 
- -----------------------------------------------------------      -------     -------     -------      -------- 
</TABLE>

                                                        (continued on next page)
<PAGE>

Page 20
- ----------------------------------
Keystone Massachusetts Tax Free Fund 


<TABLE>
<CAPTION>

SCHEDULE OF INVESTMENTS--March 31, 1996 
                                                                                        Market 
                                                                                        Value 
- ---------------------------------------     ----------    ----------    ----------   ------------ 
<S>                                         <C>           <C>           <C>          <C>
TOTAL INVESTMENTS (Cost--$11,168,639) b)                                             $11,215,563 
OTHER ASSETS AND LIABILITIES--NET (1.3%)                                                 147,758 
- ---------------------------------------      --------      --------      --------      ---------- 
NET ASSETS (100.0%)                                                                  $11,363,321 
=======================================      ========      ========      ========    ============ 

</TABLE>
(a) Variable or floating rate instruments with periodic demand features. The 
    Fund is entitled to full payment of principal and accrued interest upon 
    surrendering the security to the issuing agent according to the terms of 
    the demand features. 
(b) The cost of investments for federal income tax purposes amounted to 
    $11,168,639. Gross unrealized appreciation and unrealized depreciation of 
    investments, based on identified tax cost, at March 31, 1996 are as 
    follows: 

<TABLE>
<CAPTION>
<S>                              <C>
Gross unrealized appreciation    $ 165,408 
Gross unrealized depreciation     (118,484) 
- -------------------------------   --------- 
Net unrealized appreciation      $  46,924 
===============================   =========
</TABLE>
LEGEND OF PORTFOLIO ABBREVIATIONS: 
AMBAC--AMBAC Indemnity Corporation 
FGIC--Federal Guaranty Insurance Company 
MBIA--Municipal Bond Investors Assurance 

See Notes to Financial Statements.

<PAGE>

Page 21
- ----------------------------------
Keystone New York Insured Tax Free Fund 

SCHEDULE OF INVESTMENTS--March 31, 1996 
<TABLE>
<CAPTION>
                                                                Coupon     Maturity    Principal     Market 
                                                                 Rate        Date       Amount        Value 
- -----------------------------------------------------------     --------    --------    --------   ---------- 
<S>                                                             <C>       <C>         <C>         <C>
MUNICIPAL BONDS (96.7%) 
Buffalo, New York, Series E (AMBAC)                              6.500%   12/01/2022  $  465,000   $  502,879 
Erie County, New York, Water Authority, Fourth Resolution 
  (AMBAC) (effective yield 6.824%) (b)                           0.000    12/01/2017     770,000      162,901 
Hempstead Town, New York, General Obligation, Series B 
  (FGIC)                                                         5.625    02/01/2015     550,000      540,727 
Metropolitan Transportation Authority, New York, Commuter 
  Facilities, Series A (MBIA)                                    6.125    07/01/2014   1,400,000    1,439,410 
Nassau County, New York, Combined Sewer District, Series B 
  (FGIC)                                                         6.000    05/01/2014     695,000      711,805 
New Rochelle, New York, General Obligation, Series B (MBIA)      6.150    08/15/2017     600,000      625,098 
New York City, New York, General Obligation, Series D 
  (MBIA)                                                         6.000    08/01/2006     285,000      292,034 
New York City, New York, Municipal Water Finance Authority, 
  Water and Sewer System, Series A (FGIC)                        7.000    06/15/2015     705,000      767,683 
New York City, New York, Municipal Water Finance Authority, 
  Water and Sewer System, Series A (FGIC)                        7.000    06/15/2015     695,000      757,724 
New York Resources Recovery Agency, Electric Light and 
  Power Improvements, Series B (AMBAC)                           7.250    07/01/2011     100,000      117,985 
New York State Dormitory Authority, City University Systems 
  (FGIC)                                                         7.000    07/01/2009   1,200,000    1,398,012 
New York State Dormitory Authority, City University, 3rd 
  General Resources, Series 2 (MBIA)                             6.250    07/01/2019     450,000      460,733 
New York State Dormitory Authority, Fordham University 
  (FGIC)                                                         5.750    07/01/2015     500,000      497,020 
New York State Dormitory Authority, Mount Sinai Medical 
  School, Series A (MBIA)                                        5.000    07/01/2021     125,000      112,425 
New York State Dormitory Authority, State University 
  Educational Facilities (AMBAC)                                 5.875    05/15/2011     250,000      259,418 
New York State Dormitory Authority, State University 
  Educational Facilities, Series A (FSA)                         5.250    05/15/2015     600,000      567,348 
New York State Dormitory Authority, University of Rochester 
  Strong Memorial (MBIA)                                         5.500    07/01/2021     200,000      190,554 
New York State Energy Research and Development, Brooklyn 
  Union Gas Co Project, Series A (MBIA)                          5.500    01/01/2021     500,000      478,480 
New York State Energy Research and Development, 
  Consolidated Edison (AMBAC)                                    6.100    08/15/2020     500,000      505,830 
New York State Housing Finance Agency, Multi-family 
  Mortgage, Series B (AMBAC)                                     6.250    08/15/2014     875,000      882,035 
New York State Medical Care Facilities Finance Agency, 
  Mental Health Services Facilities                              6.375    11/15/2019     250,000      251,085 
New York State Medical Care Facilities Finance Agency, 
  Mental Health Services Facilities (FGIC)                       6.375    08/15/2014   1,000,000    1,035,890 
New York State Medical Care Facilities Finance Agency, 
  Mental Health Services Facilities, Series C (MBIA)             6.000    08/15/2015     500,000      507,310 
New York State Urban Development Corp., Correctional 
  Capital Facilities, Series A                                   6.500    01/01/2009     600,000      621,090 
New York State Urban Development Corp., Correctional 
  Capital Facilities, Series A (FSA)                             6.500    01/01/2010   1,000,000    1,098,040 

                                                        (Continued on next page)
<PAGE>

Page 22
- ----------------------------------
Keystone New York Insured Tax Free Fund 

SCHEDULE OF INVESTMENTS--March 31, 1996 
 
Municipal Bonds (continued) 
New York State Urban Development Corp., Correctional 
  Capital Facilities, Series 5 (MBIA)                            5.500%   01/01/2025  $1,000,000  $   947,560 
New York State Urban Development, Series A (MBIA)                5.500    04/01/2016     500,000      482,325 
Niagara Falls, New York, Public Improvement (MBIA)               7.500    03/01/2014     700,000      855,512 
Niagara Falls, New York, Public Improvement (MBIA)               7.500    03/01/2016     750,000      916,770 
Niagara Falls, New York, Public Improvement (MBIA)               7.500    03/01/2017     750,000      915,990 
Niagara, New York, Frontier Transportation Authority, 
  Greater Buffalo International Airport (AMBAC)                  6.125    04/01/2014     100,000      101,782 
Port Authority of New York and New Jersey                        6.125    06/01/2014     500,000      513,290 
Puerto Rico, Electric Power Authority                            6.500    07/01/2006     900,000    1,014,111 
Rochester, New York, General Obligation, Series A (AMBAC)        5.000    08/15/2018     140,000      129,002 
Suffolk County, New York, Industrial Development Agency, 
  Southwest Sewer Systems (FGIC)                                 6.000    02/01/2008   1,000,000    1,069,260 
Triborough Bridge and Tunnel Authority, New York, General 
  Purpose, Series X                                              6.625    01/01/2012     805,000      891,270 
- -----------------------------------------------------------     -------      -------     -------      -------- 
 TOTAL MUNICIPAL BONDS (Cost--$21,907,721)                                                         22,620,388 
===========================================================     =======      =======     =======      ========
 TEMPORARY TAX-EXEMPT INVESTMENTS (2.3%) 
New York City, New York, Municipal Water Finance Authority, 
  Series C (FGIC) (a)                                            3.800    06/15/2022     200,000      200,000 
New York City, New York, Sub Series A-5 (a)                      3.800    08/01/2015     335,000      335,000 
- -----------------------------------------------------------     -------      -------     -------      -------- 
 TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS 
  (Cost--$535,000)                                                                                    535,000 
===========================================================     =======      =======     =======      ========
 TOTAL INVESTMENTS (Cost--$22,442,721) (c)                                                         23,155,388 
 OTHER ASSETS AND LIABILITIES--NET (1.0%)                                                             239,132 
- -----------------------------------------------------------     -------      -------     -------      -------- 
 NET ASSETS (100.0%)                                                                              $23,394,520 
===========================================================     =======      =======     =======      ========
</TABLE>
(a) Variable or floating rate instruments with periodic demand features. The 
    Fund is entitled to full payment of principal and accrued interest upon 
    surrendering the security to the issuing agent according to the terms of 
    the demand features. 
(b) Effective yield (calculated at the date of purchase) is the yield at 
    which the bond accretes on an accrual basis until maturity. 
(c) The cost of investments for federal income tax purposes amounted to 
    $22,462,470. Gross unrealized appreciation and unrealized depreciation of 
    investments, based on identified tax cost, at March 31, 1996 are as 
    follows: 

<TABLE>
<CAPTION>
<S>                             <C>
Gross unrealized 
 appreciation                    $ 824,037 
Gross unrealized 
 depreciation                     (131,119) 
- ----------------------------      -------- 
Net unrealized appreciation      $ 692,918 
============================      ========
</TABLE>
LEGEND OF PORTFOLIO ABBREVIATIONS: 
AMBAC--AMBAC Indemnity Corporation 
FGIC--Federal Guaranty Insurance Company 
FSA--Financial Security Assistance 
MBIA--Municipal Bond Investors Assurance 

See Notes to Financial Statements. 

<PAGE>

Page 23
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 

SCHEDULE OF INVESTMENTS--March 31, 1996 
<TABLE>
<CAPTION>
                                                                Coupon     Maturity    Principal     Market 
                                                                 Rate        Date       Amount        Value 
- -----------------------------------------------------------     --------    --------    --------   ---------- 
<S>                                                             <C>       <C>         <C>         <C>
MUNICIPAL BONDS (97.7%) 
Allegheny County, Pennsylvania, Airport Revenue, Greater 
  Pittsburgh International Airport                               6.625%   01/01/2022  $  750,000   $  778,133 
Allegheny County, Pennsylvania, Finance Authority, Single 
  Family Mortgage                                                6.600    11/01/2014   1,000,000    1,031,260 
Allegheny County, Pennsylvania, Higher Education Building 
  Authority, Duquesne University Project (AMBAC)                 5.000    03/01/2016   2,000,000    1,820,900 
Allegheny County, Pennsylvania, Hospital Development, 
  University of Pittsburgh Medical Center (MBIA)                 5.350    12/01/2015   2,000,000    1,879,180 
Allegheny County, Pennsylvania, Industrial Development 
  Authority, USX Corp.                                           6.700    12/01/2020   2,000,000    2,040,580 
Allentown, Pennsylvania Area Hospital Authority, Sacred 
  Heart Hospital of Allentown, Series A                          6.750    11/15/2014   1,750,000    1,727,180 
Beaver County, Pennsylvania, Industrial Development 
  Authority, Pollution Control, Ohio Edison Co. Project, 
  Series A                                                       7.750    09/01/2024   1,170,000    1,238,702 
Berks County, Pennsylvania, Capital Appreciation Second 
  Series (FGIC) (effective yield 5.550%) (b)                     0.000    05/15/2015   3,400,000    1,104,150 
Berks County, Pennsylvania, Capital Appreciation Second 
  Series (FGIC) (effective yield 5.600%) (b)                     0.000    05/15/2016   3,460,000    1,049,037 
Berks County, Pennsylvania, Capital Appreciation Second 
  Series (FGIC) (effective yield 5.600%) (b)                     0.000    05/15/2018   2,800,000      745,808 
Cambria County, Pennsylvania, General Obligation, Series A 
  (FGIC)                                                         6.625    08/15/2012   4,485,000    4,802,000 
Central Bucks, Pennsylvania School District, Series A            6.900    11/15/2013   1,000,000    1,127,890 
Delaware County, Pennsylvania, Industrial Development 
  Authority, Pollution Control, Philadelphia Electric Co., 
  Series A                                                       7.375    04/01/2021     850,000      906,899 
Erie County, Pennsylvania, Industrial Development 
  Authority, Environmental Improvement, International Paper 
  Co. Project, Series A                                          7.625    11/01/2018     500,000      556,810 
Greencastle Antrim, Pennsylvania, School District, Capital 
  Appreciation, Series B (MBIA) (effective yield 5.848%) 
  (b)                                                            0.000    01/01/2014   1,025,000      354,681 
Greencastle Antrim, Pennsylvania, School District, Capital 
  Appreciation, Series B (MBIA) (effective yield 5.898%) 
  (b)                                                            0.000    01/01/2015   1,000,000      325,930 
Greencastle Antrim, Pennsylvania, School District, Capital 
  Appreciation, Series B (MBIA) (effective yield 5.898%) 
  (b)                                                            0.000    01/01/2016   1,955,000      600,185 
Hazleton, Pennsylvania, Area School District, Compound 
  Interest, Series B (effective yield 6.300%) (b)                0.000    03/01/2018   5,265,000    1,410,651 
Lehigh County, Pennsylvania, General Purpose Authority, 
  Good Shepherd Rehabilitation Hospital                          7.500    11/15/2021   1,000,000    1,041,480 
Lehigh County, Pennsylvania, General Purpose Authority, 
  Lehigh Valley Hospital, Series A (MBIA)                        7.000    07/01/2016   1,250,000    1,422,375 
Mon Valley, Pennsylvania, Sewage Revenue (MBIA)                  6.550    11/01/2019   1,305,000    1,390,478 
Monroeville, Pennsylvania, Hospital Authority, Forbes 
  Health System                                                  6.250    10/01/2015   1,000,000      966,860 

                                                        (Continued on next page)
<PAGE>
Page 24
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 

SCHEDULE OF INVESTMENTS--March 31, 1996 

MUNICIPAL BONDS (CONTINUED) 
Montgomery County, Pennsylvania, Higher Education and 
  Health Authority, Northwestern Corp.                           7.000%   06/01/2012  $  700,000   $  694,806 
Montgomery County, Pennsylvania, Higher Education and 
  Health Authority, Waverly Heights Project                      6.250    01/01/2018   1,000,000      946,230 
Montgomery County, Pennsylvania, Industrial Development, 
  Pollution Control, Philadelphia Electric Co.                   7.600    04/01/2021     950,000    1,013,774 
Northumberland County, Pennsylvania, Commonwealth Lease 
  (effective yield 6.820%) (b)                                   0.000    10/15/2012   4,200,000    1,647,828 
Pennsylvania Economic Development Financing Authority, 
  Northhampton Generator Project, Series A (c)                   6.600    01/01/2019   2,450,000    2,348,913 
Pennsylvania Economic Development Financing Authority, 
  Resources Recovery, Colver Project, Series D (c)               7.125    12/01/2015   1,200,000    1,256,712 
Pennsylvania Economic Development Financing Authority, 
  Resources Recovery, Colver Project, Series D (c)               7.150    12/01/2018   3,000,000    3,135,720 
Pennsylvania Economic Development Financing Authority, 
  Resources Recovery, Northhampton University Project (c)        6.500    01/01/2013   2,200,000    2,120,294 
Pennsylvania Housing Finance Agency, Single Family 
  Mortgage, Series 33                                            6.900    04/01/2017   1,000,000    1,033,460 
Pennsylvania Housing Finance Agency, Single Family 
  Mortgage, Series 34 A (FHA/FNMA)                               6.850    04/01/2016   1,500,000    1,545,525 
Pennsylvania Housing Finance Agency, Single Family 
  Mortgage, Series 40                                            6.800    10/01/2015     750,000      773,933 
Pennsylvania Housing Finance Agency, Single Family 
  Mortgage, Series 47                                            5.700    10/01/2016   1,500,000    1,445,280 
Pennsylvania State Industrial Development Authority, 
  Economic Development (AMBAC)                                   7.000    01/01/2006   1,500,000    1,699,875 
Pennsylvania Intragovernmental Cooperation Authority, 
  Special Tax, City of Philadelphia Funding Program              6.800    06/15/2022   2,500,000    2,772,200 
Pennsylvania Intragovernmental Cooperation Authority, 
  Special Tax, Philadelphia Funding Program (FGIC)               6.750    06/15/2021   1,000,000    1,091,720 
Pennsylvania State Industrial Development Authority, 
  Economic Revenue Bonds                                         7.000    07/01/2006   1,000,000    1,138,490 
Pennsylvania State Higher Educational Facilities Authority, 
  Thomas Jefferson University, Series A                          6.625    08/15/2009   1,450,000    1,587,054 
Philadelphia, Pennsylvania, Hospital & Higher Education 
  Facilities, Albert Einstein Medical Center                     7.625    04/01/2011   1,150,000    1,223,370 
Philadelphia, Pennsylvania, Hospital and Higher Education 
  Facilities, Albert Einstein Medical Center                     7.000    10/01/2021     945,000      985,106 
Philadelphia, Pennsylvania, Hospital and Higher Education 
  Facilities, Graduate Health Systems Education Facilities, 
  Series A                                                       7.250    07/01/2018   1,225,000    1,256,875 
Philadelphia, Pennsylvania, Hospital and Higher Education 
  Facilities, Temple University, Series A                        6.625    11/15/2023   2,300,000    2,354,004 

                                                        (Continued on next page)
<PAGE>

Page 25
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 

MUNICIPAL BONDS (CONTINUED) 
Philadelphia, Pennsylvania, Water & Waste Water (MBIA)           6.250%   08/01/2012  $1,000,000  $ 1,065,400 
Philadelphia, Pennsylvania, Water & Waste Water (MBIA)           5.500    08/01/2014   1,500,000    1,436,175 
Puerto Rico Highway Authority, Series Q                          7.750    07/01/2010     325,000      372,788 
Puerto Rico Commonwealth, Linked Bond Payment Obligation 
  (MBIA)                                                         7.000    07/01/2010   5,500,000    6,301,130 
Robinson, Pennsylvania, Municipal Water & Sewer, Capital 
  Appreciation, Series A (FGIC) (effective yield 5.800%) (b)     0.000    05/15/2012   1,880,000      738,765 
Robinson, Pennsylvania, Municipal Water & Sewer, Capital 
  Appreciation, Series A (FGIC) (effective yield 5.850%) (b)     0.000    05/15/2013   1,880,000      691,370 
Robinson, Pennsylvania, Municipal Water & Sewer, Capital 
  Appreciation, Series A (FGIC) (effective yield 5.930%) (b)     0.000    05/15/2016   1,710,000      522,542 
Scranton-Lackawanna, Pennsylvania, Health and Welfare 
  Authority, Allied Services Rehabilitation Facility             7.600    07/15/2020   1,000,000    1,008,760 
Westmoreland County, Pennsylvania, Municipal Authority 
  Capital Appreciation, Series A (FGIC) (effective yield 
  6.150%) (b)                                                    0.000    08/15/2019   2,000,000      494,280 
Westmoreland County, Pennsylvania, Series G (FGIC) 
  (effective yield 5.599%) (b)                                   0.000    06/01/2013   3,715,000    1,360,393 
- -----------------------------------------------------------     -------      -------     -------      -------- 
TOTAL MUNICIPAL BONDS (Cost--$72,157,229)                                                          74,383,941 
===========================================================     =======      =======     =======      ========
TEMPORARY TAX-EXEMPT INVESTMENTS (1.1%) 
Sayre County, Pennsylvania Health Care Facilities 
  Authority, Variable Rate (VHA Pennsylvania Capital 
  Financing Project) Series F (a)                                3.250    12/01/2020      10,000       10,000 
Sayre County, Pennsylvania Health Care Facilities 
  Authority, Variable Rate (VHA Pennsylvania Capital 
  Financing Project) Series I (a)                                3.250    12/01/2020     700,000      700,000 
Sayre County, Pennsylvania Health Care Facilities 
  Authority, Variable Rate (VHA Pennsylvania Capital 
  Financing Project) Series K (a)                                3.250    12/01/2020     110,000      110,000 
- -----------------------------------------------------------     -------      -------     -------      -------- 
TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS (Cost--$820,000)                                               820,000 
===========================================================     =======      =======     =======      ========
TOTAL INVESTMENTS (Cost--$72,977,229) (d)                                                          75,203,941 
OTHER ASSETS AND LIABILITIES--NET (1.2%)                                                              900,129 
- -----------------------------------------------------------     -------      -------     -------      -------- 
NET ASSETS (100.0%)                                                                               $76,104,070 
===========================================================     =======      =======     =======      ========

</TABLE>

                                                        (Continued on next page)

<PAGE>

Page 26
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 
 
SCHEDULE OF INVESTMENTS--March 31, 1996

(a)  Variable or floating rate instruments with periodic demand features. The
     fund is entitled to full payment of principal and accrued interest upon
     surrendering the security to the issuing agent according to the terms of
     the demand features.

(b)  Effective yield (calculated at date of purchase) is the yield at which the
     bond accretes on an annual basis until maturity date.

(c)  Securities that may be resold to "qualified institutional buyers" under
     Rule 144A or securities offered pursuant to Section 4(2) of the Securities
     Act of 1933, as amended. These securities have been determined to be liquid
     under guidelines established by the Board of Trustees.

(d)  The cost of investments for federal income tax purposes amount to
     $72,977,229. Gross unrealized appreciation and unrealized depreciation of
     investments, based on identified tax cost, at March 31, 1996 are as
     follows:

<TABLE>
<CAPTION>
<S>                              <C>
Gross unrealized appreciation    $2,800,897 
Gross unrealized depreciation      (574,185) 
- -------------------------------  ---------- 
Net unrealized appreciation      $2,226,712 
===============================  ==========
</TABLE>

  LEGEND OF PORTFOLIO ABBREVIATIONS: 
  AMBAC--AMBAC Idemnity Corporation 
  FGIC--Federal Guaranty Insurance Company 
  FHA--Federal Housing Authority 
  FNMA--Federal National Mortgage Association 
  MBIA-- Municipal Bond Investors Assurance 

See Notes to Financial Statements.

<PAGE>

Page 27
- ----------------------------------
Keystone Florida Tax Free Fund

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each year) 
<TABLE>
<CAPTION>
                                                                                               December 28, 1990 
                                                                                                (Commencement of
                                                          Year Ended March 31,                   Operations) to 
                                                                                                    March 31, 
                                         1996        1995        1994        1993        1992         1991 
- -----------------------------------     --------    --------    --------    --------    --------   ---------- 
<S>                                     <C>         <C>         <C>         <C>         <C>        <C>
Net asset value beginning of year       $ 10.33     $ 10.29     $ 10.94     $ 10.43     $ 10.17      $10.00 
- -----------------------------------     -------     -------     -------      -------     -------      -------- 
Income from investment operations: 
Net investment income                      0.56        0.56        0.58        0.61        0.72        0.18 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                        0.27        0.07       (0.44)       0.64        0.30        0.17 
- -----------------------------------     -------     -------     -------      -------     -------      -------- 
Total from investment operations           0.83        0.63        0.14        1.25        1.02        0.35 
- -----------------------------------     -------     -------     -------      -------     -------      -------- 
Less distributions from: 
Net investment income                     (0.54)      (0.56)      (0.58)      (0.61)      (0.72)      (0.18) 
In excess of net investment income        (0.02)      (0.03)      (0.05)      (0.03)          0           0 
Net realized gain on investments              0           0       (0.16)      (0.10)      (0.04)          0 
- -----------------------------------     -------     -------     -------      -------     -------      -------- 
Total distributions                       (0.56)      (0.59)      (0.79)      (0.74)      (0.76)      (0.18) 
- -----------------------------------     -------     -------     -------      -------     -------      -------- 
Net asset value end of year             $ 10.60     $ 10.33     $ 10.29     $ 10.94     $ 10.43      $10.17 
==================================      ======      =======     =======      =======     =======      ========
Total return (c)                           8.16%       6.42%       1.01%      12.32%      10.34%       3.52% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                            0.76%(b)    0.75%       0.75%       0.68%       0.65%       0.65%(a) 
 Total expenses excluding 
  reimbursement                            0.92%       0.95%       1.00%       1.13%       1.21%       2.06%(a) 
 Net investment income                     5.32%       5.60%       5.16%       5.60%       6.82%       6.33%(a) 
Portfolio turnover rate                      89%        129%        113%         95%         63%          5% 
- -----------------------------------     -------     -------     -------      -------     -------      -------- 
Net assets end of year (thousands)      $37,286     $42,239     $45,150     $42,997     $29,258      $6,922 
==================================      ======      =======     =======      =======     =======      ========
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 0.75%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 28
- ----------------------------------
Keystone Florida Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each year) 
 
<TABLE>
<CAPTION>
                                                                                              February 1, 
                                                                                                 1993 
                                                                                               (Date of 
                                                           Year Ended March 31,                 Initial 
                                                                                                Public 
                                                                                             Offering) to 
                                                                                               March 31, 
                                                    1996           1995          1994            1993 
- --------------------------------------------    -----------    -----------    -----------   ------------- 
<S>                                             <C>            <C>            <C>           <C>
Net asset value beginning of year                 $ 10.24        $ 10.27        $ 10.94         $10.81 
- --------------------------------------------      ---------     ---------      ---------     ----------- 
Income from investment operations: 
Net investment income                                0.48           0.53           0.52           0.08 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts           0.28           0.02          (0.47)          0.14 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Total from investment operations                     0.76           0.55           0.05           0.22 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Less distributions from: 
Net investment income                               (0.50)         (0.49)         (0.48)         (0.08) 
In excess of net investment income                  (0.02)         (0.09)         (0.08)         (0.01) 
Net realized gain on investments                        0              0          (0.16)             0 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Total distributions                                 (0.52)         (0.58)         (0.72)         (0.09) 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Net asset value end of year                       $ 10.48        $ 10.24        $ 10.27         $10.94 
============================================       =========     =========      =========     =========== 
Total return (c)                                     7.48%          5.61%          0.19%          2.06% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                      1.48%(b)       1.50%          1.50%          1.50%(a) 
 Total expenses excluding reimbursement              1.68%          1.68%          1.74%          1.73%(a) 
 Net investment income                               4.58%          4.81%          4.21%          4.00%(a) 
Portfolio turnover rate                                89%           129%           113%            95% 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Net assets end of year (thousands)                $54,433        $51,083        $19,984         $1,704 
============================================       =========     =========      =========     =========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.47%. 
(c) Excluding applicable sales charges. 


See Notes to Financial Statements.

<PAGE>
Page 29
- ----------------------------------
Keystone Florida Tax Free Fund 
 
FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each year)

<TABLE>
<CAPTION>
                                                                                             February 1, 1993 
                                                                                             (Date of Initial 
                                                                Year Ended March 31,          Public Offering) 
                                                                                                     to 
                                                              1996         1995      1994      March 31, 1993 
- --------------------------------------------------------     -------       ------    ------   ---------------- 
<S>                                                         <C>          <C>       <C>        <C>
Net asset value beginning of year                           $ 10.26      $ 10.28   $ 10.93         $10.81 
- --------------------------------------------------------      -----         ----      ----      -------------- 
Income from investment operations:                                      
Net investment income                                          0.48         0.47      0.51           0.07 
Net realized and unrealized gain (loss) on investments                  
  and closed futures contracts                                 0.28         0.08     (0.45)          0.14 
- --------------------------------------------------------      -----         ----      ----      -------------- 
Total from investment operations                               0.76         0.55      0.06           0.21 
- --------------------------------------------------------      -----         ----      ----      -------------- 
Less distributions from:                                                
Net investment income                                         (0.50)       (0.49)    (0.49)         (0.07) 
In excess of net investment income                            (0.02)       (0.08)    (0.06)         (0.02) 
Net realized gain on investments                                  0            0     (0.16)             0 
- --------------------------------------------------------      -----         ----      ----      -------------- 
Total distributions                                           (0.52)       (0.57)    (0.71)         (0.09) 
- --------------------------------------------------------      -----         ----      ----      -------------- 
Net asset value end of year                                 $ 10.50      $ 10.26   $ 10.28         $10.93 
========================================================      =====        =====     =====      ============== 
Total return (c)                                               7.47%        5.61%     0.27%          1.95% 
Ratios/supplemental data                                                
Ratios to average net assets:                                           
 Total expenses                                                1.48%(b)     1.50%    1.50%         1.50%(a) 
 Total expenses excluding reimbursement                        1.68%        1.70%     1.84%          1.63%(a) 
 Net investment income                                         4.60%        4.86%     4.26%          2.95%(a) 
Portfolio turnover rate                                          89%         129%      113%            95% 
- --------------------------------------------------------      -----         ----      ----      -------------- 
Net assets end of year (thousands)                          $11,795      $12,831   $13,096         $1,987 
========================================================      =====        =====     =====      ============== 
</TABLE>                                                             
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.47%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 30
- ----------------------------------
Keystone Massachusetts Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                          February 4, 
                                                                                              1994 
                                                                                         (Commencement 
                                                               Year Ended March 31,            of 
                                                                                          Operations) 
                                                                                               to 
                                                                                           March 31, 
                                                               1996           1995            1994 
- --------------------------------------------------------    -----------    -----------   ------------- 
<S>                                                         <C>            <C>           <C>
Net asset value beginning of year                             $ 9.19         $ 9.17          $10.00 
- --------------------------------------------------------      ---------      ---------     ----------- 
Income from investment operations: 
Net investment income                                           0.51           0.53            0.08 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  0.09           0.02           (0.82) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Total from investment operations                                0.60           0.55           (0.74) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Less distributions from: 
Net investment income                                          (0.48)         (0.53)          (0.08) 
In excess of net investment income                             (0.02)             0           (0.01) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Total distributions                                            (0.50)         (0.53)          (0.09) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Net asset value end of year                                   $ 9.29         $ 9.19          $ 9.17 
========================================================      =========      =========     =========== 
Total return (c)                                                6.64%          6.23%          (7.40%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 0.75%(b)       0.46%           0.35%(a) 
 Total expenses excluding reimbursement                         1.59%          1.93%           3.22%(a) 
 Net investment income                                          5.36%          5.90%           5.07%(a) 
Portfolio turnover rate                                          165%            77%              7% 
- --------------------------------------------------------      ---------      ---------     ----------- 
Net assets end of year (thousands)                            $1,786         $1,974          $1,472 
========================================================      =========      =========     =========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 0.74%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 31
- ----------------------------------
Keystone Massachusetts Tax Free Fund
 
FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                      February 4, 1994 
                                                                                      (Commencement of
                                                              Year Ended March 31,       Operations) 
                                                                                              to 
                                                                                           March 31, 
                                                               1996          1995            1994 
- --------------------------------------------------------     ----------    ----------    ------------ 
<S>                                                          <C>           <C>            <C>
Net asset value beginning of year                             $ 9.15        $ 9.19         $10.00 
- --------------------------------------------------------      --------      --------      ---------- 
Income from investment operations: 
Net investment income                                           0.43          0.48           0.08 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  0.09         (0.01)         (0.80) 
- --------------------------------------------------------      --------      --------      ---------- 
Total from investment operations                                0.52          0.47          (0.72) 
- --------------------------------------------------------      --------      --------      ---------- 
Less distributions from: 
Net investment income                                          (0.43)        (0.47)         (0.07) 
In excess of net investment income                             (0.02)        (0.04)         (0.02) 
- --------------------------------------------------------      --------      --------      ---------- 
Total distributions                                            (0.45)        (0.51)         (0.09) 
- --------------------------------------------------------      --------      --------      ---------- 
Net asset value end of year                                   $ 9.22        $ 9.15         $ 9.19 
========================================================      ========      ========      ========== 
Total return (c)                                                5.77%         5.41%         (7.20%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 1.49%(b)      1.24%          1.10%(a) 
 Total expenses excluding reimbursement                         2.38%         2.68%          4.60%(a) 
 Net investment income                                          4.60%         5.15%          3.23%(a) 
Portfolio turnover rate                                          165%           77%             7% 
- --------------------------------------------------------      --------      --------      ---------- 
Net assets end of year (thousands)                            $7,274        $6,169         $1,817 
========================================================      ========      ========      ========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.48%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 32
- ----------------------------------
Keystone Massachusetts Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                        February 4, 1994 
                                                                                        (Commencement of
                                                               Year Ended March 31,        Operations) 
                                                                                              to 
                                                                                           March 31, 
                                                               1996           1995            1994 
- --------------------------------------------------------    -----------    -----------   ------------- 
<S>                                                          <C>            <C>            <C>
Net asset value beginning of year                             $ 9.14         $ 9.19          $10.00 
- --------------------------------------------------------      ---------      ---------     ----------- 
Income from investment operations: 
Net investment income                                           0.43           0.48            0.08 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  0.10          (0.02)          (0.80) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Total from investment operations                                0.53           0.46           (0.72) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Less distributions from: 
Net investment income                                          (0.43)         (0.47)          (0.07) 
In excess of net investment income                             (0.02)         (0.04)          (0.02) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Total distributions                                            (0.45)         (0.51)          (0.09) 
- --------------------------------------------------------      ---------      ---------     ----------- 
Net asset value end of year                                   $ 9.22         $ 9.14          $ 9.19 
========================================================      =========      =========     =========== 
Total return (c)                                                5.89%          5.20%          (7.21%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 1.49%(b)       1.23%           1.10% (a) 
 Total expenses excluding reimbursement                         2.39%          2.68%           4.91% (a) 
 Net investment income                                          4.60%          5.11%           4.28% (a) 
Portfolio turnover rate                                          165%            77%              7% 
- --------------------------------------------------------      ---------      ---------     ----------- 
Net assets end of year (thousands)                            $2,303         $1,971          $  369 
========================================================      =========      =========     =========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.48%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 33
- ----------------------------------
Keystone New York Insured Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each year) 
<TABLE>
<CAPTION>
                                                                                     February 4, 1994
                                                                                     (Commencement of
                                                              Year Ended March 31,     Operations) to 
                                                                                          March 31, 
                                                               1996          1995           1994 
- --------------------------------------------------------     ----------    ----------  ------------ 
<S>                                                          <C>          <C>             <C>
Net asset value beginning of year                             $ 9.44      $ 9.32           $10.00 
- --------------------------------------------------------      --------      --------      ---------- 
Income from investment operations: 
Net investment income                                           0.48        0.52             0.09 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  0.24        0.12            (0.68) 
- --------------------------------------------------------      --------      --------      ---------- 
Total from investment operations                                0.72        0.64            (0.59) 
- --------------------------------------------------------      --------      --------      ---------- 
Less distributions from: 
Net investment income                                          (0.47)      (0.52)           (0.08) 
In excess of net investment income                             (0.02)          0            (0.01) 
- --------------------------------------------------------      --------      --------      ---------- 
Total distributions                                            (0.49)      (0.52)           (0.09) 
- --------------------------------------------------------      --------      --------      ---------- 
Net asset value end of year                                   $ 9.67      $ 9.44           $ 9.32 
========================================================      ========      ========      ========== 
Total return (c)                                                7.73%       7.08%           (5.91%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 0.75%(b)    0.50%            0.35%(a) 
 Total expenses excluding reimbursement                         1.31%       1.59%            4.44%(a) 
 Net investment income                                          4.95%       5.48%            3.85%(a) 
Portfolio turnover rate                                           53%         77%              14% 
- --------------------------------------------------------      --------      --------      ---------- 
Net assets end of year (thousands)                            $3,947      $3,323           $  680 
========================================================      ========      ========      ========== 
</TABLE>

(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 0.74%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 34
- ----------------------------------
Keystone New York Insured Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                       February 4, 1994
                                                                                       (Commencement of
                                                                                          Operations)
                                                              Year Ended March 31,            to 
                                                                                           March 31, 
                                                               1996          1995            1994 
- --------------------------------------------------------     ----------    ----------  ------------ 
<S>                                                          <C>           <C>            <C>
Net asset value beginning of year                            $  9.38       $  9.32         $10.00 
- --------------------------------------------------------      --------      --------      ---------- 
Income from investment operations: 
Net investment income                                           0.41          0.47           0.08 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  0.24          0.09          (0.67) 
- --------------------------------------------------------      --------      --------      ---------- 
Total from investment operations                                0.65          0.56          (0.59) 
- --------------------------------------------------------      --------      --------      ---------- 
Less distributions from: 
Net investment income                                          (0.42)        (0.45)         (0.06) 
In excess of net investment income                             (0.02)        (0.05)         (0.03) 
- --------------------------------------------------------      --------      --------      ---------- 
Total distributions                                            (0.44)        (0.50)         (0.09) 
- --------------------------------------------------------      --------      --------      ---------- 
Net asset value end of year                                  $  9.59       $  9.38         $ 9.32 
========================================================      ========      ========      ========== 
Total return (c)                                                7.02%         6.28%         (5.91%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 1.50%(b)      1.25%          1.10%(a) 
 Total expenses excluding reimbursement                         2.05%         2.35%          5.60%(a) 
 Net investment income                                          4.19%         4.78%          3.01%(a) 
Portfolio turnover rate                                           53%           77%            14% 
- --------------------------------------------------------      --------      --------      ---------- 
Net assets end of year (thousands)                           $17,151       $11,907         $2,276 
========================================================      ========      ========      ========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.49%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 35
- ----------------------------------
Keystone New York Insured Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                      February 4, 1994
                                                                                      (Commencement of
                                                              Year Ended March 31,     Operations) to 
                                                                                          March 31, 
                                                               1996          1995           1994 
- --------------------------------------------------------     ----------    ----------  ------------ 
<S>                                                          <C>           <C>         <C>
Net asset value beginning of year                             $ 9.37        $ 9.31         $10.00 
- --------------------------------------------------------      --------      --------      ---------- 
Income from investment operations: 
Net investment income                                           0.41          0.48           0.07 
Net realized and unrealized gain (loss) on investments 
  and closed futures contracts                                  0.24          0.07          (0.67) 
- --------------------------------------------------------      --------      --------      ---------- 
Total from investment operations                                0.65          0.55          (0.60) 
- --------------------------------------------------------      --------      --------      ---------- 
Less distributions from: 
Net investment income                                          (0.42)        (0.46)         (0.07) 
In excess of net investment income                             (0.02)        (0.03)         (0.02) 
- --------------------------------------------------------      --------      --------      ---------- 
Total distributions                                            (0.44)        (0.49)         (0.09) 
- --------------------------------------------------------      --------      --------      ---------- 
Net asset value end of year                                   $ 9.58        $ 9.37         $ 9.31 
========================================================      ========      ========      ========== 
Total return (c)                                                7.02%         6.18%         (6.02%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                                 1.50%(b)      1.26%          1.10%(a) 
 Total expenses excluding reimbursement                         2.07%         2.32%          5.13%(a) 
 Net investment income                                          4.24%         4.88%          3.71%(a) 
Portfolio turnover rate                                           53%           77%            14% 
- --------------------------------------------------------      --------      --------      ---------- 
Net assets end of year (thousands)                            $2,296        $2,890         $  255 
========================================================      ========      ========      ========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.48%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 36
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 
 
FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                                 December 
                                                                                                 27, 1990 
                                                                                              (Commencement 
                                                         Year Ended March 31,                 of Operations) 
                                                                                                    to 
                                                                                                 March 31, 
                                          1996        1995       1994       1993       1992        1991 
- -------------------------------------     -------    -------    -------    -------    -------   --------- 
<S>                                      <C>        <C>        <C>        <C>        <C>        <C>
Net asset value beginning of year        $ 10.91    $ 11.01    $ 11.42    $ 10.71    $ 10.25      $10.00 
- -------------------------------------     ------     ------     ------      ------     ------      ------- 
Income from investment operations: 
Net investment income                       0.60       0.61       0.62       0.63       0.74        0.18 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                         0.23      (0.09)     (0.30)      0.75       0.46        0.25 
- -------------------------------------     ------     ------     ------      ------     ------      ------- 
Total from investment operations            0.83       0.52       0.32       1.38       1.20        0.43 
- -------------------------------------     ------     ------     ------      ------     ------      ------- 
Less distributions from: 
Net investment income                      (0.57)     (0.61)     (0.62)     (0.63)     (0.74)      (0.18) 
In excess of net investment income         (0.02)     (0.01)     (0.04)     (0.02)         0           0 
Net realized gain on investments               0          0      (0.06)     (0.02)         0           0 
In excess of net realized gain on 
  investments                                  0          0      (0.01)         0          0           0 
- -------------------------------------     ------     ------     ------      ------     ------      ------- 
Total distributions                        (0.59)     (0.62)     (0.73)     (0.67)     (0.74)      (0.18) 
- -------------------------------------     ------     ------     ------      ------     ------      ------- 
Net asset value end of year              $ 11.15    $ 10.91    $ 11.01    $ 11.42    $ 10.71      $10.25 
=====================================     ======     ======     ======      ======     ======      =======
Total return (c)                            7.66%      4.91%      2.58%     13.30%     12.07%       4.37% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                             0.76%(b)    0.75%     0.75%      0.68%      0.65%       0.65%(a) 
 Total expenses excluding 
  reimbursement                             0.99%      1.05%      1.06%      1.16%      1.68%       3.19%(a) 
 Net investment income                      5.29%      5.65%      5.27%      5.66%      6.92%       6.84%(a) 
Portfolio turnover rate                       55%        97%        37%        20%        13%          8% 
- -------------------------------------     ------     ------     ------      ------     ------      ------- 
Net assets end of year (thousands)       $28,710    $30,450    $30,560    $35,502    $12,914      $2,979 
=====================================     ======     ======     ======      ======     ======      =======
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 0.75%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 37
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                              February 1, 
                                                                                                 1993 
                                                                                               (Date of 
                                                           Year Ended March 31,                 Initial 
                                                                                                Public 
                                                                                             Offering) to 
                                                                                               March 31, 
                                                    1996           1995          1994            1993 
- --------------------------------------------    -----------    -----------    -----------   ------------- 
<S>                                             <C>            <C>            <C>           <C>
Net asset value beginning of year                 $ 10.81        $ 10.98        $ 11.42         $11.20 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Income from investment operations: 
Net investment income                                0.51           0.54           0.56           0.08 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts           0.22          (0.10)         (0.34)          0.24 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Total from investment operations                     0.73           0.44           0.22           0.32 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Less distributions from: 
Net investment income                               (0.52)         (0.53)         (0.52)         (0.08) 
In excess of net investment income                  (0.02)         (0.08)         (0.07)         (0.02) 
Net realized gain on investments                        0              0          (0.03)             0 
In excess of net realized gain on 
  investments                                           0              0          (0.04)             0 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Total distributions                                 (0.54)         (0.61)         (0.66)         (0.10) 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Net asset value end of year                       $ 11.00        $ 10.81        $ 10.98         $11.42 
=============================================      =========     =========      =========     =========== 
Total return (c)                                     6.84%          4.15%          1.70%          2.82% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                      1.48%(b)       1.50%          1.50%          1.50%(a) 
 Total expenses excluding reimbursement              1.74%          1.80%          1.81%          1.69%(a) 
 Net investment income                               4.55%          4.89%          4.32%          3.44%(a) 
Portfolio turnover rate                                55%            97%            37%            20% 
- --------------------------------------------       ---------     ---------      ---------     ----------- 
Net assets end of year (thousands)                $37,719        $30,657        $21,958         $2,543 
=============================================      =========     =========      =========     =========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.47%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 38
- ----------------------------------
Keystone Pennsylvania Tax Free Fund 
 
FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each year) 

<TABLE>
<CAPTION>
                                                                                          February 1, 
                                                                                              1993 
                                                                                            (Date of 
                                                         Year Ended March 31,               Initial 
                                                                                             Public 
                                                                                          Offering) to 
                                                                                           March 31, 
                                                   1996          1995          1994           1993 
 --------------------------------------------    ----------    ----------    ----------   ------------ 
<S>                                              <C>           <C>           <C>          <C>
Net asset value beginning of year                 $10.83        $11.00        $11.42         $11.20 
 --------------------------------------------      --------      --------     --------      ---------- 
Income from investment operations: 
Net investment income                               0.51          0.53          0.54           0.07 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts          0.23         (0.10)        (0.32)          0.24 
 --------------------------------------------      --------      --------     --------      ---------- 
Total from investment operations                    0.74          0.43          0.22           0.31 
 --------------------------------------------      --------      --------     --------      ---------- 
Less distributions from: 
Net investment income                              (0.52)        (0.53)        (0.52)         (0.07) 
In excess of net investment income                 (0.02)        (0.07)        (0.05)         (0.02) 
Net realized gain on investments                       0             0         (0.03)             0 
In excess of net realized gain on 
  investments                                          0             0         (0.04)             0 
 --------------------------------------------      --------      --------     --------      ---------- 
Total distributions                                (0.54)        (0.60)        (0.64)         (0.09) 
 --------------------------------------------      --------      --------     --------      ---------- 
Net asset value end of year                       $11.03        $10.83        $11.00         $11.42 
=============================================      ========      ========     ========      ========== 
Total return (c)                                    6.92%         4.05%         1.78%          2.81% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                     1.48%(b)      1.50%         1.50%          1.50%(a) 
 Total expenses excluding reimbursement             1.74%         1.80%         1.90%          1.60%(a) 
 Net investment income                              4.57%         4.90%         4.33%          2.50%(a) 
Portfolio turnover rate                               55%           97%           37%            20% 
 --------------------------------------------      --------      --------     --------      ---------- 
Net assets end of year (thousands)                $9,675        $9,559        $9,385         $  952 
=============================================      ========      ========     ========      ========== 
</TABLE>
(a) Annualized. 
(b) "Ratio of total expenses to average net assets" for the year ended March 
    31, 1996 includes indirectly paid expenses. Excluding indirectly paid 
    expenses, the expense ratio would have been 1.47%. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements.

<PAGE>
Page 39
- ----------------------------------
Keystone State Tax Free Fund 

<TABLE>
<CAPTION>

STATEMENTS OF ASSETS AND LIABILITIES                                           New York 
March 31, 1996                                    Florida    Massachusetts      Insured 
                                                  Tax Free       Tax Free      Tax Free      Pennsylvania 
                                                    Fund           Fund          Fund        Tax Free Fund 
 --------------------------------------------   -----------    -----------    -----------   ------------- 
<S>                                            <C>           <C>              <C>           <C>
Assets (Notes 1 and 4) 
Investments at market value (identified 
  cost--$99,213,553, $11,168,639, 
  $22,442,721 and $72,977,229, respectively)   $101,718,310    $11,215,563    $23,155,388     $75,203,941 
Cash                                                    827          3,361          4,743           3,633 
Receivable for: 
 Fund shares sold                                    79,237         15,000         38,300         101,032 
 Interest                                         2,194,071        179,073        293,085       1,218,902 
Due from Investment Adviser                          21,206         10,711         14,729          17,286 
Unamortized organization expenses                         0          6,749          1,779               0 
Prepaid expenses and other assets                     3,790            330            635           2,740 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
 Total assets                                   104,017,441     11,430,787     23,508,659      76,547,534 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
Liabilities (Notes 2 and 4) 
Payable for: 
 Fund shares redeemed                                29,500              0              0          94,216 
 Distributions to shareholders                      436,130         44,308         86,023         316,693 
Distribution fee payable                              6,476            133          1,713           2,057 
Accrued reimbursable expenses                         1,963          1,962          3,163           3,108 
Other accrued expenses                               29,388         21,063         23,240          27,390 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
  Total liabilities                                 503,457         67,466        114,139         443,464 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
Net assets                                     $103,513,984    $11,363,321    $23,394,520     $76,104,070 
 ============================================      =========     =========      =========     =========== 
Net assets represented by (Note 1) 
 Paid-in capital                               $103,665,607    $11,436,317    $22,811,201     $76,398,658 
 Accumulated distributions in excess of net 
  investment  income                               (436,130)        (2,872)       (37,903)       (227,211) 
 Accumulated net realized loss on 
  investments                                    (2,220,250)      (117,048)       (91,445)     (2,294,089) 
 Net unrealized appreciation on investments       2,504,757         46,924        712,667       2,226,712 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
  Total net assets                             $103,513,984    $11,363,321    $23,394,520     $76,104,070 
 ============================================      =========     =========      =========     =========== 
Net assets consists of 
 Class A                                       $ 37,285,975    $ 1,785,923    $ 3,947,213     $28,710,303 
 Class B                                         54,433,294      7,274,378     17,151,468      37,718,609 
 Class C                                         11,794,715      2,303,020      2,295,839       9,675,158 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
                                               $103,513,984    $11,363,321    $23,394,520     $76,104,070 
 ============================================      =========     =========      =========     =========== 
Shares outstanding (Note 2) 
 Class A                                          3,518,094        192,338        408,090       2,575,175 
 Class B                                          5,195,041        788,724      1,789,124       3,428,337 
 Class C                                          1,123,702        249,905        239,549         877,001 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
Net asset value per share 
 Class A                                             $10.60          $9.29          $9.67          $11.15 
 ============================================      =========     =========      =========     =========== 
 Class A--Offering price (based on sales 
  charge of 4.75%)                                   $11.13          $9.75         $10.15          $11.71 
 ============================================      =========     =========      =========     =========== 
 Class B                                             $10.48          $9.22          $9.59          $11.00 
 ============================================      =========     =========      =========     =========== 
 Class C                                             $10.50          $9.22          $9.58          $11.03 
 ============================================      =========     =========      =========     =========== 
</TABLE>

See Notes to Financial Statements. 

<PAGE>
Page 40
- ----------------------------------
Keystone State Tax Free Fund 
 
STATEMENTS OF OPERATIONS 
Year ended March 31, 1996 
<TABLE>
<CAPTION>
                                                                           New York 
                                              Florida    Massachusetts     Insured 
                                             Tax Free       Tax Free       Tax Free     Pennsylvania 
                                               Fund           Fund           Fund       Tax Free Fund 
- ----------------------------------------   -----------    -----------    -----------    ------------- 
<S>                                        <C>            <C>            <C>            <C>
Investment income (Note 1) 
Interest                                    $6,522,711      $ 696,692     $1,230,032     $4,569,649 
Expenses (Notes 1, 2 and 4) 
Management fee                                 557,537         62,760        118,589        402,467 
Transfer agent fees                            115,014         15,192         27,801        106,088 
Custodian fees                                  77,642         25,312         33,260         57,898 
Accounting                                      24,275         22,081         23,082         22,964 
Auditing                                         9,884         10,133         10,198         12,609 
Legal                                           13,039         10,039         10,104         11,416 
Printing                                         8,502          9,886         14,364          8,544 
Registration fees                               20,613          9,522          9,311          7,341 
Amortization of organization expenses            3,695          2,296            611          4,713 
Distribution Plan expenses                     658,186         85,172        166,003        451,284 
Other expenses                                  10,395          2,910          3,524          7,065 
Reimbursement from Investment Adviser         (196,232)      (100,729)      (119,608)      (190,132) 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
 Total expenses                              1,302,550        154,574        297,239        902,257 
Less: Indirectly paid expenses (Note 4)        (15,121)        (1,100)        (4,075)        (8,886) 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
 Net expenses                                1,287,429        153,474        293,164        893,371 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
Net investment income                        5,235,282        543,218        936,868      3,676,278 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
Net realized and unrealized gain (loss) 
on investments 
 and closed futures contracts (Note 3) 
 Realized gain (loss) on: 
 Investments                                 3,430,076        293,370        346,747      1,496,403 
 Closed futures contracts                      (95,129)       (37,945)       (21,260)      (205,349) 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
Net realized gain on investments and 
  closed futures contracts                   3,334,947        255,425        325,487      1,291,054 
Net change in unrealized appreciation 
  (depreciation) on investments               (479,647)      (134,154)       155,265        216,658 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
Net realized and unrealized gain on 
  investments and closed futures 
  contracts                                  2,855,300        121,271        480,752      1,507,712 
- ----------------------------------------      ---------      ---------      ---------     ----------- 
Net increase in net assets resulting 
  from operations                           $8,090,582      $ 664,489     $1,417,620     $5,183,990 
========================================      =========      =========      =========     =========== 
</TABLE>

See Notes to Financial Statements. 

<PAGE>
Page 41
- ----------------------------------
Keystone State Tax Free Fund 
 
STATEMENTS OF CHANGES IN NET ASSETS 
Year ended March 31, 1996 
<TABLE>
<CAPTION>
                                                                               New York 
                                                  Florida    Massachusetts      Insured 
                                                  Tax Free       Tax Free      Tax Free      Pennsylvania 
                                                    Fund           Fund          Fund        Tax Free Fund 
 --------------------------------------------   -----------    -----------    -----------   ------------- 
<S>                                            <C>             <C>            <C>           <C>
Operations: 
Net investment income                          $  5,235,282    $   543,218    $   936,868     $ 3,676,278 
Net realized gain on investments and closed 
  futures contracts                               3,334,947        255,425        325,487       1,291,054 
Net change in unrealized appreciation 
  (depreciation) on investments                    (479,647)      (134,154)       155,265         216,658 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
 Net increase in net assets resulting from 
  operations                                      8,090,582        664,489      1,417,620       5,183,990 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
Distributions to shareholders from (Note 1) 
Net investment income: 
 Class A                                         (2,068,359)      (117,886)      (181,786)     (1,540,624) 
 Class B                                         (2,582,018)      (342,321)      (676,349)     (1,676,905) 
 Class C                                           (584,905)      (103,305)      (104,583)       (458,750) 
In excess of net investment income: 
 Class A                                            (81,365)          (435)        (7,630)        (51,793) 
 Class B                                           (101,572)        (1,262)       (28,387)        (56,375) 
 Class C                                            (23,009)          (380)        (4,389)        (15,423) 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
  Total distributions to shareholders            (5,441,228)      (565,589)    (1,003,124)     (3,799,870) 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
Capital share transactions (Note 2) 
Proceeds from shares sold: 
 Class A                                          2,637,449        728,640      1,043,090       1,823,609 
 Class B                                         10,874,867      1,573,350      6,303,488       9,365,368 
 Class C                                            980,649        458,371        749,393       1,526,571 
Payment for shares redeemed: 
 Class A                                         (9,315,509)    (1,015,238)      (613,550)     (5,114,776) 
 Class B                                         (9,762,560)      (727,777)    (1,757,331)     (3,838,463) 
 Class C                                         (2,573,632)      (198,311)    (1,480,195)     (1,930,722) 
Net asset value of shares issued in 
  reinvestment of distributions: 
 Class A                                            564,333         65,247        111,251         862,452 
 Class B                                          1,035,196        206,616        423,530       1,004,041 
 Class C                                            271,631         59,663         80,146         355,643 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
 Net increase (decrease) in net assets 
resulting from capital share transactions        (5,287,576)     1,150,561      4,859,822       4,053,723 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
  Total increase (decrease) in net assets        (2,638,222)     1,249,461      5,274,318       5,437,843 
Net assets 
Beginning of year                               106,152,206     10,113,860     18,120,202      70,666,227 
 --------------------------------------------      ---------     ---------      ---------     ----------- 
End of year                                    $103,513,984    $11,363,321    $23,394,520     $76,104,070 
 ============================================      =========     =========      =========     =========== 
 
Accumulated distributions in excess of net 
investment income                                 ($436,130)       ($2,872)      ($37,903)      ($227,211) 
 ============================================      =========     =========      =========     =========== 
</TABLE>

See Notes to Financial Statements. 

<PAGE>
Page 42
- ----------------------------------
Keystone State Tax Free Fund 
 
<TABLE>
<CAPTION>

STATEMENTS OF CHANGES IN NET ASSETS
Year ended March 31, 1995

                                                                                    New York 
                                                      Florida      Massachusetts     Insured 
                                                      Tax Free       Tax Free       Tax Free      Pennsylvania 
                                                        Fund           Fund           Fund       Tax Free Fund 
- -------------------------------------------------    -----------   -----------    -----------    ------------- 
<S>                                                 <C>           <C>             <C>            <C>
Operations: 
Net investment income                               $  5,108,143    $   421,104   $   570,628     $ 3,489,024 
Net realized loss on investments and closed 
  futures contracts                                   (4,751,748)      (350,345)     (393,232)     (3,542,502) 
Net change in unrealized appreciation on 
  investments                                          5,556,382        415,075       698,999       2,918,746 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
 Net increase in net assets resulting from 
  operations                                           5,912,777        485,834       876,395       2,865,268 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
Distributions to shareholders from (Note 1) 
Net investment income: 
 Class A                                              (2,468,849)      (103,346)     (110,893)     (1,714,136) 
 Class B                                              (1,881,744)      (230,929)     (372,207)     (1,329,520) 
 Class C                                                (757,551)       (85,245)      (86,125)       (445,368) 
In excess of net investment income: 
 Class A                                                (119,609)             0             0         (23,117) 
 Class B                                                (331,735)       (20,118)      (39,019)       (196,143) 
 Class C                                                (127,027)        (6,857)       (6,749)        (58,900) 
  Total distributions to shareholders                 (5,686,515)      (446,495)     (614,993)     (3,767,184) 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
Capital share transactions (Note 2) 
Proceeds from shares sold: 
 Class A                                               6,022,911      1,279,775     2,912,705       4,586,195 
 Class B                                              35,365,150      4,802,858    10,641,995      11,181,757 
 Class C                                               6,570,695      1,731,526     2,663,844       3,274,301 
Payment for shares redeemed: 
 Class A                                              (9,676,164)      (846,310)     (389,013)     (5,294,580) 
 Class B                                              (5,409,666)      (609,227)   (1,379,298)     (2,964,040) 
 Class C                                              (7,105,015)      (182,930)     (128,154)     (3,313,655) 
Net asset value of shares issued in reinvestment 
  of distributions: 
 Class A                                                 712,811         60,782        46,401         942,252 
 Class B                                                 829,201        125,304       220,338         877,275 
 Class C                                                 385,988         55,445        58,568         375,859 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
 Net increase in net assets resulting from 
capital share   transactions                          27,695,911      6,417,223    14,647,386       9,665,364 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
  Total increase in net assets                        27,922,173      6,456,562    14,908,788       8,763,448 
Net assets 
Beginning of year                                     78,230,033      3,657,298     3,211,414      61,902,779 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
End of year                                         $106,152,206    $10,113,860   $18,120,202     $70,666,227 
- -------------------------------------------------      ---------      ---------      ---------     ----------- 
Undistributed net investment income (Accumulated 
 distributions in excess of net investment 
 income) -- 
 End of year                                           ($445,095)       $20,294       $25,850       ($106,519) 
 ================================================      =========      =========      =========     =========== 
</TABLE>
See Notes to Financial Statements. 

<PAGE>
Page 43
- ----------------------------------
 
NOTES TO FINANCIAL STATEMENTS
 
(1.) Significant Accounting Policies 

  Keystone State Tax Free Fund ("FUND") was formed as a Massachusetts business 
trust on September 13, 1990 and is registered under the Investment Company 
Act of 1940, as amended (the "1940 Act"), as an open-end management 
investment company. Keystone Investment Management Company ("Keystone") is 
the Investment Adviser and Manager. The FUND currently offers shares of five 
separate non-diversified series evidencing interests in different portfolios 
of securities (individually a "Fund", collectively the "Funds"). These 
financial statements include four series of the FUND: the Keystone Florida 
Tax Free Fund ("Florida Fund"), the Keystone Massachusetts Tax Free Fund 
("Massachusetts Fund"), the Keystone New York Insured Tax Free Fund ("New 
York Fund") and the Keystone Pennsylvania Tax Free Fund ("Pennsylvania 
Fund"). The Funds seek the highest possible current income exempt from 
federal income taxes, while preserving capital. 

  Each Fund currently offers three classes of shares. Class A shares are sold 
subject to a maximum sales charge of 4.75% payable at the time of purchase. 
Class B shares are sold subject to a contingent deferred sales charge which 
varies depending on when shares were purchased and how long they have been 
held. Class C shares are sold subject to a contingent deferred sales charge 
payable upon redemption within one year of purchase, and are available only 
through dealers who have entered into special distribution agreements with 
Keystone Investment Distributors Company ("KIDC"), the FUND's principal 
underwriter. 

  Keystone is a wholly-owned subsidiary of Keystone Investments, Inc. ("KII"), 
a Delaware corporation. KII is privately owned by an investor group 
consisting predominantly of members of current and former management of 
Keystone and its affiliates. 

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

A. Tax-exempt bonds are valued on the basis of valuations provided by a 
pricing service, approved by the Board of Trustees, that uses information 
with respect to transactions in bonds, quotations from bond dealers, market 
transactions in comparable securities and various relationships between 
securities in determining value. Non-tax-exempt securities for which market 
quotations are readily available are valued at the price quoted which, in the 
opinion of the Board of Trustees or their representative, most nearly 
represents their market value. Short-term investments which are purchased 
with maturities of 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. All other securities and other assets are valued at fair 
value as determined in good faith using methods prescribed by the Board of 
Trustees. 

B. Each Fund may enter into financial futures contracts as a hedge against 
changes in interest rates. A futures contract is an agreement between two 
parties to buy and sell a specific amount of a commodity, security, financial 
instrument, or, in the case of a stock 

<PAGE>

Page 44
- ----------------------------------
Keystone State Tax Free Fund 
 
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 the Fund's taxable income. In addition to market 
risk, the Fund is subject to the credit risk that the other party will not 
complete the obligations of the contract. 

C. When-issued or delayed delivery transactions arise when securities or 
currencies are purchased or sold by a Fund with payment and delivery taking 
place in the future in order to secure what is considered to be an 
advantageous price and yield to the Fund at the time of entering into the 
transaction. A separate account of liquid assets equal to the value of such 
purchase commitments will be maintained until payment is made. When-issued 
and delayed agreements are subject to risks from changes in value based upon 
changes in the level of interest rates and other market factors, both before 
and after delivery. 

D. Securities transactions are accounted for no later than one business day 
after the trade date. Realized gains and losses are recorded on the 
identified cost basis. Interest income is recorded on the accrual basis. All 
premiums and original issue discounts are amortized/accreted for both 
financial reporting and federal income tax purposes. 

E. Each Fund has qualified, and intends to qualify in the future, as a 
regulated investment company under the Internal Revenue Code of 1986, as 
amended (the "Internal Revenue Code"). Thus, each 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. 
Each Fund intends to avoid excise tax liability by making the required 
distributions under the Internal Revenue Code. 

F. Organization expenses are being amortized to operations over a five-year 
period on a straight-line basis. In the event any of the initial shares are 
redeemed by any holder thereof during the five-year amortization period, 
redemption proceeds will be reduced by any unamortized organization expenses 
in the same proportion as the number of initial shares being redeemed bears 
to the number of initial shares outstanding at the time of redemption. As of 
March 31, 1996 all such costs have been fully amortized for the Florida Fund 
and the Pennsylvania Fund. 

G. Each Fund intends to declare dividends from net investment income daily 
and distribute to its shareholders such dividends monthly and to declare and 
distribute all net realized long-term capital gains, if any, at least 
annually. Distributions are determined in accordance with income tax 
regulations. The significant differences between financial statement amounts 
available for distribution and distributions made in accordance with income 
tax regulation are primarily due to the deferral of losses for income tax 
purposes that have been recognized for financial statement purposes. 

  (2.) Capital Share Transactions 

  The FUND's Declaration of Trust authorizes the issuance of an unlimited 
number of shares of beneficial interest, without par value. Transactions in 
shares of the Funds were as follows: 

<PAGE>

Page 45
- ----------------------------------

<TABLE>
<CAPTION>
 Florida Fund 
 ---------------- 
                     Year Ended March 31, 
                    ---------------------- 
Class A                1996        1995 
- ----------------    --------   ---------- 
<S>                 <C>         <C>
Shares sold           247,533     594,097 
Shares redeemed      (873,200)   (961,330) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        53,198      70,513 
 ----------------     -------      -------- 
Net decrease         (572,469)   (296,720) 
 ================     =======      ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                 <C>          <C>
Class B 
Shares sold         1,027,017    3,504,376 
Shares redeemed      (918,380)    (544,344) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        98,392       82,908 
 ----------------     -------      -------- 
Net increase          207,029    3,042,940 
 ================     =======      ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>         <C>
Class C 
Shares sold            92,047     643,062 
Shares redeemed      (244,752)   (704,324) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        25,773      38,331 
 ----------------     -------      -------- 
Net decrease         (126,932)    (22,931) 
 ================     =======      ======== 
</TABLE>

<TABLE>
<CAPTION>
 Massachusetts Fund 
- ---------------------- 
                           Year Ended March 31, 
                          ---------------------- 
Class A                     1996         1995 
- ----------------------     --------   ---------- 
<S>                       <C>         <C>
Shares sold                 77,233     141,360 
Shares redeemed           (106,698)    (93,803) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions              6,900       6,770 
- ----------------------     -------      -------- 
Net increase 
  (decrease)               (22,565)     54,327 
======================     =======      ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>          <C>
Class B 
Shares sold          170,546      532,363 
Shares redeemed      (78,313)     (69,932) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions       22,195       14,043 
 ----------------    -------    -------- 
Net increase         114,428      476,474 
 ================    =======    ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>          <C>
 Class C 
Shares sold           48,902      189,623 
Shares redeemed      (21,034)     (20,305) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        6,401        6,195 
 ----------------    -------      -------- 
Net increase          34,269      175,513 
 ================    =======      ======== 
</TABLE>

<PAGE>

Page 46
- ----------------------------------
Keystone State Tax Free Fund

<TABLE>
<CAPTION>
 New York Fund 
 ---------------- 
                     Year Ended March 31, 
                    ---------------------- 
Class A                1996        1995 
 ----------------    --------   ---------- 
<S>                 <C>         <C>
Shares sold          107,459      315,837 
Shares redeemed      (63,070)     (41,667) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions       11,515        5,049 
 ----------------     -------     -------- 
Net increase          55,904      279,219 
 ================     =======     ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>         <C>
Class B 
Shares sold           658,066    1,155,373 
Shares redeemed      (182,936)    (153,738) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        44,023       24,119 
 ----------------     -------     -------- 
Net increase          519,153    1,025,754 
 ================     =======     ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>          <C>
Class C 
Shares sold            77,987     288,523 
Shares redeemed      (155,157)    (14,006) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions         8,359       6,435 
 ----------------     -------     -------- 
Net increase 
  (decrease)          (68,811)    280,952 
 ================     =======     ======== 
</TABLE>

<TABLE>
<CAPTION>
Pennsylvania Fund 
- ---------------------- 
                           Year Ended March 31, 
                          ---------------------- 
Class A                     1996         1995 
- ----------------------     --------   ---------- 
<S>                       <C>         <C>
Shares sold                162,995      422,375 
Shares redeemed           (455,676)    (494,154) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions             76,584       87,463 
- ----------------------     -------      -------- 
Net increase 
  (decrease)              (216,097)      15,684 
======================     =======      ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>         <C>
 Class B 
Shares sold           844,393    1,037,572 
Shares redeemed      (343,491)    (282,691) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        90,532       82,087 
 ----------------     -------     -------- 
Net increase          591,434      836,968 
 ================     =======     ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                  <C>         <C>
 Class C 
Shares sold           136,525     306,060 
Shares redeemed      (173,811)   (312,198) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions        31,980      34,993 
 ----------------     -------     -------- 
Net increase 
  (decrease)           (5,306)     28,855 
 ================     =======     ======== 
</TABLE>

<PAGE>
Page 47
- ----------------------------------
 
Each Fund bears some of the costs of selling its shares under Distribution 
Plans adopted with respect to its Class A, Class B, and Class C shares 
pursuant to Rule 12b-1 under the 1940 Act. 

  Each Class A Distribution Plan provides for expenditures, which are limited 
to an annual rate of up to 0.25% (currently limited to 0.15%) of the average 
daily net asset value of Class A shares, to pay expenses related to the 
distribution of Class A shares. Amounts paid by each Fund to KIDC under the 
Class A Distribution Plan are currently used to pay others (such as dealers) 
service fees at an annual rate of 0.15% of the average daily net asset value 
of Class A shares maintained by such others on the books of the Fund for 
specified periods. 

  Each Class B Distribution Plan provides for expenditures, which are limited 
to an annual rate of up to 1.00% (currently limited to 0.90%) of the average 
daily net asset value of Class B shares to pay expenses related to the 
distribution of Class B shares. For Class B shares sold on or after June 1, 
1995, amounts paid by each Fund under such shares' Class B Distribution Plan 
are currently used to pay others (such as dealers) a commission at the time 
of purchase normally equal to 4.00% of the price paid for each Class B share 
sold plus the first year's service fee in advance in the amount of 0.15% of 
the price paid for each Class B share sold. Beginning approximately 12 months 
after the purchase of such Class B shares, the dealer or other party will 
receive service fees at an annual rate of 0.15% of the average daily net 
asset value of each such Class B shares maintained by such others and 
remaining on the Fund's books for specified periods. A contingent deferred 
sales charge will be imposed, if applicable, on Class B shares purchased on 
or after June 1, 1995 at rates ranging from a maximum of 5.00% of amounts 
redeemed during the first twelve month period from and including the date of 
purchase to 1.00% of amounts redeemed during the sixth twelve month period 
from and including the date of purchase. Class B shares purchased on or after 
June 1, 1995 that have been outstanding for eight years from and including 
the month of purchase will automatically convert to Class A shares without a 
front-end sales charge or exchange fee. Class B shares purchased prior to 
June 1, 1995 retain their existing conversion rights. 

  Each Class C Distribution Plan provides for expenditures, which are limited 
to an annual rate of up to 1.00% (currently limited to 0.90%) of the average 
daily net asset value of Class C shares, to pay expenses related to the 
distribution of Class C shares. Amounts paid by each Fund under the Class C 
Distribution Plan are currently used to pay others (such as dealers) a 
commission at the time of purchase equal to 0.75% of the price paid for each 
share sold plus the first year's service fee in advance in the amount of 
0.25% of the price paid for each Class C share. Beginning approximately 15 
months after purchase, the dealer or other party will receive a commission at 
an annual rate of 0.75% (subject to applicable limitations imposed by the 
National Association of Securities Dealers, Inc. ("NASD")) plus service fees 
at an annual rate of 0.25%, respectively, of the average net asset value of 
each Class C share sold by such others and maintained on the Fund's books for 
specified periods. 

  Each of the Distribution Plans may be terminated at any time by vote of the 
Independent Trustees or by vote of a majority of the outstanding voting 
shares of the respective class. However, after the termination of any 
Distribution Plans, at the discretion of the Board of Trustees, payments to 
KIDC may continue as compensation for its services which had been earned 
while the Distribution Plan was in effect. 

  For the year ended March 31, 1996, amounts paid to KIDC pursuant to each 
Fund's Class A, Class B, and Class C Distribution Plans were as follows: 

<PAGE>

Page 48
- ----------------------------------
Keystone State Tax Free Fund

<TABLE>
<CAPTION>
                                       Florida Fund 
                                       ------------- 
<S>                                    <C>
Class A                                  $ 56,304 
Class B prior to June 1, 1995             456,390 
Class B on or after June 1, 1995           34,480 
Class C                                   111,012 
</TABLE>

<TABLE>
<CAPTION>
                                         Massachusetts 
                                             Fund 
                                       ----------------- 
<S>                                    <C>
Class A                                     $ 2,256 
Class B prior to June 1, 1995                56,056 
Class B on or after June 1, 1995              7,645 
Class C                                      19,215 
</TABLE>

<TABLE>
<CAPTION>
                                       New York Fund 
                                       -------------- 
<S>                                    <C>
Class A                                   $  5,591 
Class B prior to June 1, 1995              116,859 
Class B on or after June 1, 1995            22,305 
Class C                                     21,248 
</TABLE>

<TABLE>
<CAPTION>
                                         Pennsylvania 
                                             Fund 
                                       ---------------- 
<S>                                    <C>
Class A                                    $ 44,529 
Class B prior to June 1, 1995               282,940 
Class B on or after June 1, 1995             36,440 
Class C                                      87,375 
</TABLE>
  Under applicable NASD rules, the maximum uncollected amounts for which KIDC 
may seek payment from the Funds under its Class B Distribution Plans as of 
March 31, 1996 are as follows: 
<TABLE>
<CAPTION>
                                                 Florida Fund 
                                                ------------- 
<S>                                             <C>
Shares purchased prior to June 1, 1995            $2,946,854 
Shares purchased on or after June 1, 1995            510,361 
</TABLE>

<TABLE>
<CAPTION>
                                                 Massachusetts 
                                                     Fund 
                                                -------------- 
<S>                                             <C>
Shares purchased prior to June 1, 1995             $366,916 
Shares purchased on or after June 1, 1995            55,979 
</TABLE>

<TABLE>
<CAPTION>
                                                 New York Fund 
                                                -------------- 
<S>                                             <C>
Shares purchased prior to June 1, 1995             $741,567 
Shares purchased on or after June 1, 1995           290,287 
</TABLE>

<TABLE>
<CAPTION>
                                                 Pennsylvania 
                                                     Fund 
                                                -------------- 
<S>                                             <C>
Shares purchased prior to June 1, 1995            $1,849,989 
Shares purchased on or after June 1, 1995            491,259 
</TABLE>
  As of March 31, 1996 the maximum uncollected amounts for which KIDC may seek 
payment from the Funds under its Class C Distribution Plans are $1,295,524, 
$142,771, $213,519 and $823,047, for the Florida Fund, the Massachusetts 
Fund, the New York Fund and the Pennsylvania Fund, respectively. 

  Presently, each Fund's class-specific expenses are limited to Distribution 
Plan expenses incurred by a class of shares pursuant to its Distribution 
Plan. 

  (3.) Securities Transactions 

  As of March 31, 1996, the Funds had approximate capital loss carryovers for 
federal income tax purposes as follows: 
<TABLE>
<CAPTION>
                              Florida Fund 
                             ------------- 
<S>                          <C>
Capital Loss Carryover         $1,845,000 
Expires 2002                    1,845,000 
</TABLE>

<TABLE>
<CAPTION>
                              Massachusetts 
                                   Fund 
                             -------------- 
<S>                          <C>
Capital Loss Carryover           $117,000 
Expires 2002                      117,000 
</TABLE>

<TABLE>
<CAPTION>
                              New York Fund 
                             -------------- 
<S>                          <C>
Capital Loss Carryover           $72,000 
Expires 2002                       1,000 
Expires 2003                      71,000 
</TABLE>

<TABLE>
<CAPTION>
                               Pennsylvania 
                                   Fund 
                             -------------- 
<S>                          <C>
Capital Loss Carryover          $2,294,000 
Expires 2002                     1,503,000 
Expires 2003                       791,000 
</TABLE>
  Purchases and sales of investment securities, excluding short-term 
securities, for the year ended March 31, 1996 were as follows: 

<TABLE>
<CAPTION>
                           Cost of       Proceeds 
                          Purchases     from Sales 
                          ----------   ------------ 
<S>                     <C>            <C>
FLORIDA FUND            $93,445,604    $101,076,090 
MASSACHUSETTS FUND       19,566,916      18,349,095 
NEW YORK FUND            15,459,323      11,114,467 
PENNSYLVANIA FUND        45,460,964      40,281,694 
</TABLE>

<PAGE>

Page 49
- ----------------------------------
 
(4.) Investment Management Agreement and other Transactions 

  Under the terms of the Investment Advisory and Management Agreement between 
Keystone and the FUND, Keystone provides investment management and 
administrative services to each Fund. In return, Keystone is paid a 
management fee computed and paid daily. The management fee is calculated by 
applying percentage rates, which start at 0.55% and decline to 0.25% per 
annum as net assets increase, to the net asset value of each Fund. 

  Keystone Investor Resource Center, Inc. ("KIRC"), a wholly-owned subsidiary 
of Keystone, serves as each Fund's transfer and dividend disbursing agent. 
During the year ended March 31, 1996, the Florida Fund, the Massachusetts 
Fund, the New York Fund and the Pennsylvania Fund paid or accrued to KIRC 
$115,014, $15,192, $27,801 and $106,088, respectively, for transfer agent 
fees. 

  During the year ended March 31, 1996, the Florida Fund, the Massachusetts 
Fund, the New York Fund and the Pennsylvania Fund paid or accrued to KII 
$24,275, $22,081, $23,082 and $22,964, respectively, for certain accounting 
services. 

  Keystone has voluntarily agreed to limit all expenses incurred for Class A 
shares of the Florida Fund and the Pennsylvania Fund to 0.75% of average 
daily net assets and has limited annual expenses of the Class B shares and 
Class C shares to 1.50% of average daily net assets. 

  Keystone voluntarily limited the expenses of the Class A shares of the 
Massachusetts Fund and the New York Fund to 0.65% until May 15, 1995 when 
expenses were limited to 0.75%; expenses for Class B and Class C shares were 
limited to 1.40% until May 15, 1995 when expenses were limited to 1.50%. 
Keystone will not be required to reimburse a Fund to an extent that would 
result in a Fund's inability to qualify as a regulated investment company 
under the provisions of the Internal Revenue Code. In accordance with expense 
limitations then in effect, Keystone reimbursed the Florida Fund, the 
Massachusetts Fund, the New York Fund, and the Pennsylvania Fund $196,232, 
$100,729, $119,608 and $190,132, respectively, for the year ended March 31, 
1996. Keystone does not intend to seek repayment of these amounts. 

  The Funds have entered into an expense offset arrangement with their 
custodian. For the year ended March 31, 1996, the Florida Fund, the 
Massachusetts Fund, the New York Fund and the Pennsylvania Fund paid custody 
fees in the amount of $62,521, $24,212, $29,185 and $49,012, respectively, 
and received a credit of $15,121, $1,100, $4,075 and $8,886, respectively, 
pursuant to the expense offset arrangement, resulting in a total expense of 
$77,642, $25,312, $33,260 and $57,898, respectively. The assets deposited 
with the custodian under this expense offset arrangement could have been 
invested in income-producing assets. 

  Certain officers and/or Directors of Keystone are also officers and/or 
Trustees of the FUND. Officers of Keystone and affiliated Trustees receive no 
compensation directly from the FUND. Currently, the Independent Trustees of 
the Funds receive no compensation for their services. 

<PAGE>

Page 50
- ----------------------------------
Keystone State Tax Free Fund
 
Independent Auditors' Report 

The Trustees and Shareholders of 
Keystone State Tax Free Fund 

We have audited the accompanying statements of assets and liabilities of 
Keystone Florida Tax Free Fund, Keystone Massachusetts Tax Free Fund, 
Keystone New York Insured Tax Free Fund and Keystone Pennsylvania Tax Free 
Fund, portfolios of Keystone State Tax Free Fund, including the schedules of 
investments as of March 31, 1996, and the related statements of operations 
for the year then ended, the statements of changes in net assets for each of 
the years in the two-year period then ended, and the financial highlights for 
each of the years in the five-year period ended March 31, 1996 and for the 
period from December 28, 1990 (commencement of operations) to March 31, 1991 
for Keystone Florida Tax Free Fund, for each of the years in the two-year 
period ended March 31, 1996 and for the period from February 4, 1994 
(commencement of operations) to March 31, 1994 for Keystone Massachusetts Tax 
Free Fund and Keystone New York Insured Tax Free Fund, and for each of the 
years in the five-year period ended March 31, 1996 and for the period from 
December 27, 1990 (commencement of operations) to March 31, 1991 for Keystone 
Pennsylvania Tax Free Fund. These financial statements and financial 
highlights are the responsibility of the Fund's management. Our 
responsibility is to express an opinion on these financial statements and 
financial highlights based on our audits. 

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

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
Keystone Florida Tax Free Fund, Keystone Massachusetts Tax Free Fund, 
Keystone New York Insured Tax Free Fund and Keystone Pennsylvania Tax Free 
Fund, portfolios of Keystone State Tax Free Fund as of March 31, 1996, the 
results of their operations for the year then ended, the changes in their net 
assets for each of the years in the two-year period then ended, and the 
financial highlights for each of the years or periods specified in the first 
paragraph above in conformity with generally accepted accounting principles. 

                                              KPMG Peat Marwick LLP

Boston, Massachusetts 
April 26, 1996 

<PAGE>

Page 51
- ----------------------------------

FEDERAL TAX STATUS--1996 Fiscal year distributions 
(Unaudited) 

The per share distributions paid to you for fiscal 1996, whether taken in 
shares or cash, are as follows: 
<TABLE>
<CAPTION>
                                    Tax-Exempt Income Dividends 
                                   ------------------------------- 
                                  Class A     Class B     Class C 
                                   -------    -------   --------- 
<S>                               <C>         <C>         <C>
Florida Tax Free Fund              $0.56       $0.52       $0.52 
Massachusetts Tax Free Fund         0.50        0.45        0.45 
New York Insured Tax Free Fund      0.49        0.44        0.44 
Pennsylvania Tax Free Fund          0.59        0.54        0.54 
</TABLE>

In January 1997, complete information on calendar year 1996 distributions 
will be forwarded to you to assist you in completing your 1996 federal income 
tax return. 

<PAGE>

[back cover]
             
                                KEYSTONE AMERICA
                                 FAMILY OF FUNDS

                                    [Diamond]

                      Capital Preservation and Income Fund
                           Government Securities Fund
                           Intermediate Term Bond Fund
                              Strategic Income Fund
                                 World Bond Fund
                              Tax Free Income Fund
                        California Insured Tax Free Fund
                              Florida Tax Free Fund
                           Massachusetts Tax Free Fund
                             Missouri Tax Free Fund
                         New York Insured Tax Free Fund
                           Pennsylvania Tax Free Fund
                              Fund for Total Return
                            Global Opportunities Fund
                       Hartwell Emerging Growth Fund, Inc.
                                   Omega Fund
                              Fund of the Americas
                          Small Company Growth Fund II
                           Strategic Development Fund

This report was prepared primarily for the information of the Fund's
shareholders. It is authorized for distribution if preceded or accompanied by
the Fund's current prospectus. The prospectus contains important information
about the Fund including fees and expenses. Read it carefully before you invest
or send money. For a free prospectus on other Keystone funds, contact your
financial adviser or call Keystone.


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