KEYSTONE STATE TAX FREE FUND
N-30D, 1996-11-25
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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 performance of Keystone State Tax Free Fund 
for the six-month period which ended September 30, 1996. Following this 
letter we have included a performance summary for each state fund and an 
interview with Keystone's municipal bond team. 

  Municipal bonds generally maintained their price levels, despite the 
negative effects of higher interest rates on bond prices during the six-month 
period. In this environment, many taxable investments experienced price 
declines. Investors saw evidence of this in the total return performance of 
the benchmark 30-year U.S. Treasury bond which returned -0.41% for the 
six-month period which ended September 30, 1996. By comparison, the Lehman 
Municipal Bond Index returned 3.08% for the same six-month period. 

  At the beginning of the period on April 1, reports of strong economic growth 
and fears of higher inflation rates caused interest rates to rise. When rates 
rise, bond prices typically decline, due to the inverse relationship of 
interest rates to bond prices. However, strong demand for higher yields and 
attractive valuations of municipal bonds spared tax-free investors from most 
price declines. Some municipal bonds with longer maturities nevertheless 
experienced price declines because they tend to be affected more by changes 
in interest rates than shorter term bonds. 

  We are pleased to inform you that Keystone has agreed to be acquired by 
First Union Corporation. The acquisition is subject to a number of 
conditions, including approvals of investment advisory agreements with 
Keystone by fund shareholders. First Union is a financial services firm based 
in Charlotte, North Carolina. It is the nation's sixth largest bank holding 
company with assets of approximately $140 billion. First Union, through its 
wholly-owned subsidiary Evergreen Asset Management Corp., manages more than 
$16 billion in 36 mutual funds. Keystone will remain a separate entity after 
its acquisition and will continue to provide investment advisory and 
management services to the Fund. We believe First Union's acquisition of 
Keystone should strengthen the investment management services we provide to 
you. 

  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 

November 1996 

<PAGE> 

PAGE 2 

Keystone Florida Tax Free Fund 

Your Fund's Performance 

The objective of Keystone Florida Tax Free Fund 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 the Florida intangibles 
tax. George Kimball, vice president, is your Fund's manager. 

Performance 

Your Fund provided the following total returns, including income and price 
changes, for the periods which ended September 30, 1996. 

  Class A shares returned 1.76% for the six-month period and 4.64% for the 
twelve-month period. 

  Class B shares returned 1.40% for the six-month period and 3.86% for the 
twelve-month period. 

  Class C shares returned 1.40% for the six-month period and 3.96% for the 
twelve-month period. 

Portfolio strategy 

We sought to build income and protect capital over the past six months. We 
emphasized income by reducing the Fund's holdings in AAA-rated bonds and 
increasing assets in BBB-rated securities. These bonds provided additional 
yield and, we believe, good relative value. We also attempted to preserve 
income by maintaining call protection. 

  We primarily invested in bonds with 15-20 year maturities. These bonds 
provided an attractive level of income and good long-term value. However, 
these bonds incurred greater price declines than shorter term bonds as 
interest rates rose. This strategy held back performance over the short-term. 
Over the long-term, however, we expect 15-20 year bonds to make a valuable 
contribution to your Fund's returns. As of September 30, 1996, your Fund's 
average maturity was 20.1 years, up slightly from 19.7 years on March 31. 
Also as of September 30, 1996, the Fund had an average quality rating of AA, 
unchanged from March. The AA-rating is the second highest available. 

Economic environment 

The state's economy continues to outperform that of the nation, although 
employment growth has slowed. Weakness has stemmed from the business and 
medical services industries. Tourism remains an important business for the 
state. Florida officials expect the state to grow at a healthy pace for the 
rest of the decade. Florida continues to exhibit good financial stability. 
The general fund balance is projected to have a $502 million balance at the 
end of fiscal year 1996 and debt levels are low-to-moderate. 

Outlook 

Our outlook for Florida municipal bonds is stable. The economy and state of 
fiscal operations appear to be solid. We expect the supply of municipal bonds 
to continue to be plentiful and to be met with good demand from the high 
concentration of retirees living in the state. 

Asset Allocation 
as of September 30, 1996 

[pie chart] 

Power (22.4%) 
General obligation (19.8%) 
Hospital (18.8%) 
Industrial development revenue/pollution control revenue (9.2%) 
Housing (8.0%) 
Solid waste (6.0%) 
Water/sewer (4.2%) 
Education (3.7%) 
Pre-refunded (3.6%) 
Other (4.3%) 

(as a percent of portfolio assets) 

- -------------------------
(1)For investors in certain tax situations, a portion of income may be 
   subject to the federal alternative minimum tax (AMT). 


<PAGE> 

PAGE 3 

Keystone Florida Tax Free Fund 

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

[mountain chart] 

In Thousands 

                Initial Investment Reinvested Distributions 
12/90            9629               9637
                 9963              10503
9/92            10287              11614
                10887              13139
9/94            9610               12461
                10077              13819
9/96            10001              14460

Total Value: $14,460 

A $10,000 investment in Keystone Florida Tax Free Fund Class A made on 
December 28, 1990 with all distributions reinvested was worth $14,460 on 
September 30, 1996. Past performance is no guarantee of future results. 

Tax-Equivalent Yields 

                Federal Tax Bracket(2) 
- ---------   ---------------------------- 
               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.

- -------------------------
(2)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. 

Six-Month Performance                                 as of September 30, 1996 

                                  Class A      Class B      Class C 
Total returns*                      1.76%       1.40%         1.40% 
Net asset value 3/31/96           $10.60      $10.48        $10.50 
               9/30/96            $10.50      $10.38        $10.40 
Dividends                         $ 0.28      $ 0.24        $ 0.24 
Capital gains                     None        None          None 
*Before deducting sales charges. 

Historical Record                                     as of September 30, 1996 

Cumulative total returns           Class A       Class B      Class C 
1-year w/o sales charge               4.64%        3.86%        3.96% 
1-year                               -0.33%       -0.10%        3.96% 
3-year                                4.83%        5.02%        7.78% 
5-year                               31.13%          --           -- 
Life of Class                        44.60%       14.81%       17.65% 
Average Annual Returns 
1-year w/o sales charge               4.64%        3.86%        3.96% 
1-year                               -0.33%       -0.10%        3.96% 
3-year                                1.58%        1.65%        2.53% 
5-year                                5.57%          --           -- 
Life of Class                         6.61%        3.84%        4.53% 
Commencement of operations        12/28/90       2/1/93       2/1/93 

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

  Class B shares are sold without a front-end sales charge. 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 are sold without a front-end sales charge. 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. 

  Shareholders may exchange shares for another Keystone fund. The exchange fee 
is waived for individual investors who request an exchange through Keystone's 
Automated Response Line (KARL). Investors who exchange by calling or writing 
to Keystone directly are subject to a $10 exchange fee. The Fund reserves the 
right to change or terminate the exchange offer. 

<PAGE> 

PAGE 4 

Keystone Massachusetts Tax Free Fund 

Your Fund's Performance 

The objective of Keystone Massachusetts Tax Free Fund is to earn generous 
income, exempt from federal and state income tax, while preserving capital.3 
Daniel A. Rabasco, vice president, is your Fund's manager. 

Performance 

Your Fund provided the following total returns, including income and price 
changes, for the periods which ended September 30, 1996. 

  Class A shares returned 1.80% for the six-month period and 4.19% for the 
twelve-month period. 

  Class B shares returned 1.41% for the six-month period and 3.22% for the 
twelve-month period. 

  Class C shares returned 1.41% for the six-month period and 3.34% for the 
twelve-month period. 

Portfolio Strategy 

Over the last six months, we focused on upgrading portfolio quality. Stronger 
credits typically outperform weaker credits during periods of rising interest 
rates and we believed this would help to protect the Fund against price 
declines. As of September 30, 1996, the average rating of the Fund stood at 
AA-, the second highest credit rating. This was an improvement from A+, which 
was the Fund's average quality rating on March 31. 

  We primarily invested in bonds with approximately 20-year maturities and 
sought to protect income by emphasizing bonds with call protection. These 
bonds provided an attractive level of income and, we believe, good long-term 
value. However, these bonds incurred greater price declines than shorter term 
bonds as interest rates rose. As of September 30, 1996, the Fund's average 
maturity was 18.0 years, virtually unchanged from 18.1 years at the end of 
March. 

Economic environment 

The Commonwealth of Massachusetts has benefited from a strengthening labor 
market and its financial position continues to improve. The state's 
unemployment rate is lower than that of the nation. Employment growth has 
been primarily in the service and trade sectors. Manufacturing employment was 
essentially flat in 1995, after having declined for ten straight years. 

  The Commonwealth has demonstrated increasing financial stability. Fiscal 
year 1996 ended with a total fund balance of $1,152.5 million with excess 
money in the budget stabilization fund. By law, these excess stabilization 
funds totaling $150 million are mandated to go toward a personal income tax 
reduction. Another area of improvement has been in the area of Medicaid. 
Medicaid costs, which grew at a 17% average annual rate from fiscal years 
1987-1991, have grown more slowly at approximately a 2.5% annual rate in 
Massachusetts over the past two years. 

Outlook 

Our outlook for Massachusetts is positive. In addition to the solid state of 
the economy and fiscal operations, the supply and demand characteristics for 
the Commonwealth's municipal bonds appears to be favorable. We expect new 
debt issuance to be manageable. Further, a high per capita income and the 
state's tax structure is anticipated to keep demand for the Commonwealth's 
bonds steady. 

Asset Allocation 
as of September 30, 1996 

[pie chart] 

General obligation (27.7%) 
Water/sewer (21.6%) 
Hospital (19.1%) 
Transportation (11.2%) 
Education (7.1%) 
Housing (5.4%) 
Power (4.3%) 
Industrial development revenue/pollution control revenue (2.3%) 
Other (1.3%) 

(as a percentage of portfolio assets) 

- -------------------------
(3)For investors in certain tax situations, a portion of income may be 
   subject to the federal alternative minimum tax (AMT). 


<PAGE> 

PAGE 5 

Keystone Massachusetts Tax Free Fund 

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

[mountain chart] 

In Thousands 

                Initial Investment Reinvested Distributions 
2/94            9372                9414
9/91            8563                8903
9/92            8877                9764
9/93            8763               10173

Total Value: $10,173 

A $10,000 investment in Keystone Massachusetts Tax Free Fund Class A made on 
February 4, 1994 with all distributions reinvested was worth $10,173 on 
September 30, 1996. Past performance is no guarantee of future results. 

Tax-Equivalent Yields 
                                            Federal Tax Bracket(4) 
 -------------------------------   ---------------------------------------- 
                                         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. 

- --------------------
(4)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. 

Six-Month Performance                                 as of September 30, 1996 

                                  Class A      Class B      Class C 
Total returns*                     1.80%        1.41%         1.41% 
Net asset value 3/31/96           $9.29        $9.22         $9.22 
               9/30/96            $9.20        $9.13         $9.13 
Dividends                         $0.25        $0.22         $0.22 
Capital gains                     None         None          None 
*Before deduction of sales charges. 

Historical Record                                     as of September 30, 1996 

Cumulative total returns          Class A      Class B      Class C 
1-year w/o sales charge              4.19%        3.22%        3.34% 
1-year                              -0.76%       -0.72%        3.34% 
Life of Class                        1.73%        2.18%        4.82% 
Average Annual Returns 
1-year w/o sales charge              4.19%        3.22%        3.34% 
1-year                              -0.76%       -0.72%        3.34% 
Life of Class                        0.65%        0.81%        1.78% 
Commencement of operations         2/4/94       2/4/94       2/4/94 

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

  Class B shares are sold without a front-end sales charge. 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 are sold without a front-end sales charge. 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. 

  Shareholders may exchange shares for another Keystone fund. The exchange fee 
is waived for individual investors who request an exchange through Keystone's 
Automated Response Line (KARL). Investors who exchange by calling or writing 
to Keystone directly are subject to a $10 exchange fee. The Fund reserves the 
right to change or terminate the exchange offer. 

<PAGE> 

PAGE 6 

Keystone New York Insured Tax Free Fund 

Your Fund's Performance 

The objective of Keystone New York Insured Tax Free Fund is to earn generous 
income, exempt from federal, state, and New York City income tax, while 
preserving capital.5 At least 80% of your Fund's investments will be insured 
as to timely payment of both principal and interest. George Kimball, vice 
president, is your Fund's manager. 

Performance 

Your Fund provided the following total returns, including income and price 
changes, for the periods which ended September 30, 1996. 

  Class A shares returned 2.59% for the six-month period and 5.61% for the 
twelve-month period. 

  Class B shares returned 2.23% for the six-month period and 4.91% for the 
twelve-month period. 

  Class C shares returned 2.23% for the six-month period and 4.80% for the 
twelve-month period. 

Portfolio strategy 

We sought to increase the portfolio's yield and protect the Fund's holdings 
from price declines as interest rates rose over the past six months. We 
increased the portfolio's yield by modestly reducing the Fund's holdings in 
AAA-rated securities and investing in selected BBB- rated bonds. As of 
September 30, 1996, approximately 85% of the Fund's portfolio was invested in 
AAA-rated securities and 6% was in BBB-rated bonds. This represents a change 
from 88% and 2.5%, respectively, in March. We also believed BBB-rated bonds 
represented relatively attractive values. As of September 30, 1996, the 
Fund's average portfolio quality was AAA and the portfolio's average maturity 
was 16.9 years, down from 21.4 years at the end of March. 

Economic environment 

New York's economy has improved, but the state still faces some budget 
challenges. Non-farm jobs grew by 1.5% for the twelve months which ended 
August 1996 and the state's unemployment rate was 6.1%. From a fiscal 
standpoint, the state has produced operating surpluses for three out of four 
of the past fiscal years, but is still fighting an accumulated deficit. 
Further, New York could be negatively impacted by recently passed federal 
welfare reform, due to the state's constitutional requirement to provide for 
the needy. 

Outlook 

We have a steady outlook for New York municipal bonds. We recognize that the 
state has made improvements and we continue to monitor developments on the 
fiscal front. Supply and demand factors appear to be similar to past trends. 
Outstanding municipal debt levels continue to increase, but because of the 
high tax rate paid by residents, demand is expected to hold firm. Under these 
circumstances, we believe that your Fund's emphasis on insured bonds should 
provide additional protection and stability. 

Asset Allocation 
as of September 30, 1996 

[pie chart] 

General obligation (31.5%) 
Transportation (14.9%) 
State appropriated (14.2%) 
Education (14.1%) 
Water/sewer (6.8%) 
Housing (6.2%) 
Industrial development revenue/pollution control revenue (4.2%) 
Power (4.1%) 
Hospital (1.1%) 
Other (2.9%) 

(as a percentage of portfolio assets) 

- -----------------------
(5)For investors in certain tax situations, a portion of income may be 
   subject to the federal alternative minimum tax (AMT). 

<PAGE> 

PAGE 7 

Keystone New York Insured Tax Free Fund 

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

[mountain chart] 

In Thousands 

               Initial Investment Reinvested Distributions 
2/94            9363                9404
9/94            8763                9097
9/95            9172               10044
9/96            9210               10607

Total Value: $10,608 

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 $10,608 on 
September 30, 1996. Past performance is no guarantee of future results. 

Tax-Equivalent Yields 
                                           Federal Tax Bracket(6) 
 ---------------------------------    --------------------------------- 
                                          31%         36%        39.6% 
(combined city, state & federal)      (39.32%)    (43.21%)     (46.88%) 
 ---------------------------------   --------    --------    ---------- 
Yield                                     Taxable Equivalent Yield 
 ---------------------------------    --------------------------------- 
4.5%                                     7.4%        7.9%         8.5% 
5.0%                                     8.2%        8.8%         9.4% 
5.5%                                     9.1%        9.7%        10.4% 
 ---------------------------------   --------    --------    ---------- 

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. 

Six-Month Performance                                 as of September 30, 1996 

                                  Class A      Class B      Class C 
Total returns*                     2.59%        2.23%         2.23% 
Net asset value 3/31/96           $9.67        $9.59         $9.58 
               9/30/96            $9.67        $9.59         $9.58 
Dividends                         $0.25        $0.21         $0.21 
Capital gains                     None         None          None 
*Before deduction of sales charges. 

Historical Record                                     as of September 30, 1996 

Cumulative total returns           Class A      Class B      Class C 
1-year w/o sales charge              5.61%        4.91%        4.80% 
1-year                               0.59%        0.91%        4.80% 
Life of Class                        6.08%        6.53%        9.18% 
Average Annual Returns 
1-year w/o sales charge              5.61%        4.91%        4.80% 
1-year                               0.59%        0.91%        4.80% 
Life of Class                        2.24%        2.40%        3.36% 
Commencement of operations         2/4/94       2/4/94       2/4/94 

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

  Class B shares are sold without a front-end sales charge. 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 are sold without a front-end sales charge. 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. 

  Shareholders may exchange shares for another Keystone fund. The exchange fee 
is waived for individual investors who request an exchange through Keystone's 
Automated Response Line (KARL). Investors who exchange by calling or writing 
to Keystone directly are subject to a $10 exchange fee. The Fund reserves the 
right to change or terminate the exchange offer. 

<PAGE> 

PAGE 8 

Keystone Pennsylvania Tax Free Fund 

Your Fund's Performance 

The objective of Keystone Pennsylvania Tax Free Fund is to earn generous 
income, exempt from federal, state, and city income tax, while preserving 
capital.7 In addition, your Fund seeks to ensure that its shares are exempt 
from Pennsylvania's personal property tax. Daniel A. Rabasco, vice president, 
is your Fund's manager. 

Performance 

Your Fund provided the following total returns, including income and price 
changes, for the periods which ended September 30, 1996. 

  Class A shares returned 2.78% for the six-month period and 5.65% for the 
twelve-month period. 

  Class B shares returned 2.50% for the six-month period and 4.98% for the 
twelve-month period. 

  Class C shares returned 2.49% for the six-month period and 4.97% for the 
twelve-month period. 

Portfolio strategy 

We emphasized credit quality over the last six months. On September 30, 1996, 
the average quality rating in the portfolio was AA-, the second highest major 
rating category. This was an improvement from A+ at the end of March. We 
upgraded credit quality because we believed that the yields on the stronger 
credits provided better relative value. Over the last six months, we invested 
in bonds with approximately 20-year maturities. As of September 30, 1996, 
your Fund's average maturity was 20.3 years, up slightly from 19.0 years at 
the end of March. 

Economic environment 

The Commonwealth of Pennsylvania's unemployment rate has been marginally less 
than that of the nation, but the number of new jobs has been growing slowly. 
Financially, operations have been stable. The state ended fiscal year 1996 
with an unreserved general fund balance of approximately $156 million and the 
enacted fiscal year 1997 budget is balanced. General obligation debt levels 
remain moderate and outstanding general obligation debt has remained 
relatively constant over the past few years. 

Outlook 

We have a steady outlook for Pennsylvania municipal bonds. Economic and 
fiscal operations appear to be solid. Further, we expect the state's 
municipal bond investors to benefit from favorable supply and demand 
characteristics. While there is typically steady demand for Pennsylvania 
municipal bonds, an often limited supply can help to support price levels. 

Asset Allocation 
as of September 30, 1996 

[pie chart] 

Hospital (18.2%) 
General obligation (17.8%) 
Education (16.0%) 
Industrial development revenue/pollution control revenue (13.2%) 
Housing (11.0%) 
Transportation (9.5%) 
Power (6.2%) 
Water/Sewer (6.0%) 
Other (2.1%) 

(as a percentage of portfolio assets) 

- -------------------
(7)For investors in certain tax situations, a portion of income may be 
   subject to the federal alternative minimum tax (AMT). 

<PAGE> 

PAGE 9 

Keystone Pennsylvania Tax Free Fund 

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

[mountain chart] 

In Thousands 

                Initial Investment      Reinvested Distributions 
12/90            9715                    9723
                10096                   10652
9/92            10525                   11849
                11430                   13646
9/94            10296                   13078
                10601                   14230
9/96            10630                   15034

Total Value: $15,034 

A $10,000 investment in Keystone Pennsylvania Tax Free Fund Class A made on 
December 27, 1990 with all distributions reinvested was worth $15,034 on 
September 30, 1996. Past performance is no guarantee of future results. 

Tax-Equivalent Yields 
                                     Federal Tax Bracket(8) 
- ---------------------------     --------------------------------- 
                                    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. 

- ------------------
(8)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. 

Six-Month Performance                                 as of September 30, 1996 

                                Class A      Class B      Class C 
Total returns*                      2.78%       2.50%         2.49% 
Net asset value 3/31/96           $11.15      $11.00        $11.03 
               9/30/96            $11.16      $11.02        $11.05 
Dividends                         $ 0.29      $ 0.25        $ 0.25 
Capital gains                       None        None          None 
*Before deduction of sales charges. 

Historical Record                                     as of September 30, 1996 

Cumulative total returns       Class A    Class B    Class C 
1-year w/o sales charge          5.65%     4.98%       4.97% 
1-year                           0.63%     0.98%       4.97% 
3-year                           4.93%     5.00%       7.78% 
5-year                          34.43%       --          -- 
Life of Class                   50.34%    16.31%      19.31% 
Average Annual Returns 
1-year w/o sales charge          5.65%     4.98%       4.97% 
1-year                           0.63%     0.98%       4.97% 
3-year                           1.62%     1.64%       2.53% 
5-year                           6.10%       --          -- 
Life of Class                    7.33%     4.21%       4.93% 
Commencement of 
operations                   12/27/90    2/1/93      2/1/93 

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

  Class B shares are sold without a front-end sales charge. 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 are sold without a front-end sales charge. 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. 

  Shareholders may exchange shares for another Keystone fund. The exchange fee 
is waived for individual investors who request an exchange through Keystone's 
Automated Response Line (KARL). Investors who exchange by calling or writing 
to Keystone directly are subject to a $10 exchange fee. The Fund reserves the 
right to change or terminate the exchange offer. 

<PAGE> 

PAGE 10 

Keystone State Tax Free Fund 

                              A Discussion With 
                            Your Fund's Management 

                           [photo of fund managers] 

 Keystone State Tax Free Funds are managed by Keystone's municipal bond team 
  headed by senior vice president Betsy (Blacher) Hutchings. They are (from 
left to right) Daniel Rabasco, portfolio manager; Craig Kasap, trader; George 
 Kimball, portfolio manager; Betsy Hutchings, group leader; and David Moore, 
  analyst. The team evaluates credit quality and the economic environment in 
         selecting municipal bonds for Keystone state tax-free funds. 

Q   What do Keystone State Tax Free Funds offer investors? 

A  The Funds are designed for tax-sensitive investors in four specific 
states. Each portfolio seeks consistent, attractive income that is exempt 
from federal, state and city taxes as applicable. Of course, some investors 
in certain tax situations may be subject to the federal alternative minimum 
tax (AMT) on a portion of this income. In states that tax intangible assets 
or personal property (Florida and Pennsylvania), we also seek tax- exempt 
status. The Funds offer professional management and diversification from a 
portfolio of quality municipal bonds. We manage each state fund with careful 
attention to credit quality and financial stability. 

Q   What was the environment like for municipal bonds over the past six 
months? 

A  Municipal bond investors experienced a varied interest rate climate. In 
early 1996, investors became increasingly concerned that the national economy 
was growing faster than expected due to strength in employment. Many believed 
that this strength would trigger future inflation. These concerns, as well as 
an increased supply of municipal bonds, drove yields higher and prices lower. 
Through the beginning of the summer, the environment for municipal bonds was 
characterized by rising interest rates and heavy supply. 

  Around mid-year, volatility started to subside and supply began to moderate. 
Interest rates remained at higher levels than at the beginning of 1996, but 
traded within a narrow range. Signs of slower growth in parts of the economy 
off-set the stronger growth in employment, resulting in economic activity 
that was moderate overall. Inflation continued to be well- contained. 
Investor demand for municipal bonds was solid, although somewhat less than it 
had been when interest rates were higher. 

Q   How did municipal bonds perform vs. the overall fixed-income market? 

A  Municipal bonds outperformed U.S. Treasuries, which serves as the 
benchmark of the domestic fixed- income market. The benchmark 30-year U.S. 
Treasury bond had a total return of -0.41% for the six-month period which 
ended September 30, 1996. By comparison, the Lehman Municipal Bond Index 
returned 3.08% for the same six-month period. Municipal bonds also 
outperformed Treasuries for the twelve- month period: Treasuries returned 
- -0.65% and the Lehman Municipal Bond Index returned 6.03%. 

<PAGE> 

PAGE 11 

Keystone State Tax Free Fund 

Yield Comparison Treasuries v. Municipals 
As of September 30, 1996 

[line chart] 

        A-Rated Municipal Bond Yield    30-Year Treasury Bond Yield
4/88    8.35                            8.99
        8.38                            9.09
        8.4                             9.15
        8.3                             9.09
        8.5                             9.34
        8.5                             9.32
        8.38                            9.15
        8.35                            9.04
        8.3                             8.98
        8.15                            8.91
        8.25                            8.83
        8.25                            9.09
        8.25                            9.14
        8.15                            9.19
        8.1                             9.2
        8.1                             9.12
        8.25                            9.42
        8.2                             9.39
        8.25                            9.42
        8.15                            9.04
        8.15                            8.98
        7.95                            9
        8.13                            9.04
        8                               8.95
        7.8                             8.8
        7.88                            8.9
        7.78                            8.88
        7.75                            8.8
        7.8                             8.91
        7.85                            9
        8                               9.11
        8                               9.17
        8.13                            9.16
        8.05                            8.94
        8                               9.05
        7.9                             8.9
        7.9                             8.99
1/89    7.8                             9.03
        7.75                            8.88
        7.6                             8.88
        7.63                            8.76
        7.5                             8.82
        7.8                             9.03
        7.88                            9.04
        7.95                            9.18
        7.95                            9.12
        7.85                            9.15
        7.95                            9.29
        8.05                            9.22
        7.95                            9.09
        7.85                            9.1
        7.85                            9.03
        7.75                            8.98
        7.63                            8.93
        7.63                            8.95
        7.63                            8.83
        7.25                            8.7
        7.45                            8.61
        7.4                             8.45
        7.3                             8.13
        7.35                            8.3
        7.4                             8.19
        7.35                            8.04
        7.38                            8.04
        7.3                             8.08
        7.35                            8.15
        7.3                             7.99
        7.28                            8.08
        7.35                            8.11
        7.45                            8.16
        7.45                            8.19
        7.48                            8.13
        7.45                            8.08
        7.5                             8.07
        7.65                            8.19
        7.65                            8.23
        7.45                            8.01
        7.5                             7.87
        7.4                             7.98
        7.5                             7.94
        7.5                             7.93
        7.5                             7.89
        7.4                             7.93
        7.4                             7.87
        7.35                            7.88
        7.37                            7.88
        7.37                            7.85
        7.3                             7.87
        7.3                             7.98
1/90    7.35                            8.05
        7.35                            8.17
        7.45                            8.27
        7.5                             8.52
        7.55                            8.51
        7.5                             8.33
        7.45                            8.46
        7.5                             8.55
        7.3                             8.55
        7.5                             8.62
        7.6                             8.54
        7.55                            8.48
        7.5                             8.62
        7.5                             8.52
        7.5                             8.57
        7.5                             8.94
        7.8                             9.02
        7.85                            8.81
        7.6                             8.64
        7.6                             8.7
        7.5                             8.67
        7.5                             8.42
        7.45                            8.44
        7.45                            8.42
        7.45                            8.48
        7.45                            8.4
        7.45                            8.5
        7.4                             8.45
        7.4                             8.54
        7.4                             8.48
        7.35                            8.55
        7.45                            8.78
        7.55                            8.94
        7.8                             9.15
        7.8                             8.98
        7.75                            8.91
        7.65                            9.02
        7.7                             9.12
        7.75                            8.95
        7.7                             8.79
        7.8                             8.96
        7.75                            8.75
        7.63                            8.77
        7.63                            8.69
        7.5                             8.62
        7.35                            8.45
        7.38                            8.44
        7.35                            8.48
        7.38                            8.18
        7.3                             8.19
        7.35                            8.28
        7.35                            8.3
1/91    7.3                             8.2
        7.4                             8.36
        7.3                             8.16
        7.3                             8.23
        7.25                            8.09
        7.05                            7.96
        7.2                             7.98
        7.3                             8.06
        7.3                             8.29
        7.3                             8.31
        7.3                             8.29
        7.35                            8.31
        7.35                            8.24
        7.22                            8.16
        7.2                             8.15
        7.3                             8.24
        7.35                            8.21
        7.15                            8.23
        7.07                            8.3
        7.2                             8.28
        7.18                            8.3
        7.18                            8.26
        7.45                            8.47
        7.55                            8.47
        7.55                            8.51
        7.35                            8.4
        7.5                             8.49
        7.5                             8.44
        7.35                            8.47
        7.05                            8.39
        7.05                            8.24
        7.05                            8.22
        7.05                            8.09
        7.2                             8.12
        7.2                             8.06
        7.2                             8.01
        6.98                            7.94
        6.98                            7.89
        7                               7.82
        6.9                             7.78
        6.8                             7.87
        7                               7.95
        6.85                            8.04
        7                               7.93
        6.85                            7.87
        6.9                             7.82
        6.9                             7.98
        7.05                            7.94
        7.05                            7.8
        6.9                             7.77
        6.8                             7.59
        6.67                            7.51
1/92    6.65                            7.48
        6.53                            7.46
        6.7                             7.61
        6.75                            7.71
        6.8                             7.76
        6.78                            7.76
        6.85                            7.9
        6.85                            7.94
        6.8                             7.79
        6.83                            7.93
        6.86                            8.06
        6.87                            8.04
        6.87                            7.94
        6.75                            7.87
        6.75                            7.88
        6.7                             7.94
        6.75                            8.04
        6.83                            8.01
        6.75                            7.89
        6.68                            7.82
        6.7                             7.82
        6.7                             7.84
        6.77                            7.84
        6.64                            7.86
        6.55                            7.83
        6.55                            7.78
        6.45                            7.63
        6.35                            7.63
        6.3                             7.68
        6.13                            7.57
        6.12                            7.46
        6.3                             7.39
        6.22                            7.32
        6.35                            7.35
        6.55                            7.42
        6.55                            7.28
        6.3                             7.29
        6.5                             7.32
        6.6                             7.36
        6.55                            7.33
        6.55                            7.52
        6.65                            7.53
        6.8                             7.64
        6.73                            7.62
        6.65                            7.75
        6.53                            7.56
        6.5                             7.53
        6.5                             7.59
        6.57                            7.48
        6.5                             7.44
        6.55                            7.42
        6.53                            7.36
        6.53                            7.32
1/93    6.45                            7.46
        6.43                            7.34
        6.4                             7.29
        6.3                             7.19
        6.27                            7.16
        6.17                            7.12
        6.07                            7
        5.8                             6.9
        5.85                            6.74
        5.95                            6.86
        5.85                            6.8
        6.05                            6.94
        6.1                             7.05
        6.05                            6.84
        5.9                             6.75
        5.9                             6.79
        5.95                            6.93
        5.9                             6.84
        5.95                            6.94
        6.05                            7.03
        5.95                            6.98
        5.95                            6.91
        5.95                            6.8
        5.9                             6.8
        5.8                             6.7
        5.75                            6.66
        5.77                            6.63
        5.75                            6.54
        5.85                            6.7
        5.9                             6.56
        5.85                            6.52
        5.75                            6.35
        5.65                            6.22
        5.6                             6.13
        5.5                             5.94
        5.5                             5.88
        5.48                            6.04
        5.5                             6.05
        5.5                             5.99
        5.47                            5.92
        5.3                             5.78
        5.4                             5.97
        5.5                             5.97
        5.7                             6.21
        5.7                             6.14
        5.75                            6.34
        5.7                             6.26
        5.65                            6.24
        5.53                            6.19
        5.53                            6.28
        5.5                             6.21
        5.45                            6.35
1/94    5.48                            6.23
        5.53                            6.29
        5.55                            6.28
        5.4                             6.21
        5.45                            6.36
        5.55                            6.41
        5.75                            6.62
        5.9                             6.71
        6.05                            6.84
        6.15                            6.9
        6.15                            6.92
        6.25                            7.01
        6.55                            7.25
        6.5                             7.26
        6.55                            7.29
        6.45                            7.23
        6.45                            7.3
        6.6                             7.54
        6.65                            7.49
        6.5                             7.3
        6.6                             7.39
        6.45                            7.27
        6.33                            7.31
        6.38                            7.44
        6.48                            7.51
        6.57                            7.61
        6.6                             7.69
        6.55                            7.54
        6.5                             7.56
        6.4                             7.39
        6.48                            7.54
        6.58                            7.48
        6.58                            7.48
        6.61                            7.48
        6.55                            7.49
        6.59                            7.7
        6.64                            7.77
        6.75                            7.79
        6.73                            7.81
        6.85                            7.91
        6.75                            7.83
        6.87                            7.98
        7.02                            7.96
        7.36                            8.16
        7.48                            8.15
        7.52                            8.13
        7.37                            7.93
        7.32                            7.9
        7.05                            7.86
        7                               7.85
        7.05                            7.83
        7.05                            7.88
1/95    6.98                            7.86
        6.95                            7.79
        6.98                            7.89
        6.8                             7.73
        6.55                            7.63
        6.55                            7.67
        6.55                            7.59
        6.4                             7.53
        6.5                             7.54
        6.5                             7.46
        6.3                             7.37
        6.3                             7.36
        6.35                            7.43
        6.26                            7.39
        6.17                            7.34
        6.28                            7.33
        6.3                             7.34
        6.31                            7.02
        6.15                            6.99
        6.12                            6.92
        6.03                            6.75
        5.88                            6.53
        5.98                            6.61
        6.33                            6.62
        6.22                            6.5
        6.35                            6.62
        6.11                            6.52
        6.12                            6.6
        6.38                            6.96
        6.25                            6.9
        6.38                            6.91
        6.5                             6.99
        6.45                            6.9
        6.4                             6.7
        6.27                            6.62
        6.08                            6.59
        6.08                            6.48
        6.08                            6.58
        6.3                             6.5
        6.24                            6.42
        6.02                            6.3
        5.95                            6.36
        6.17                            6.36
        6.01                            6.28
        5.96                            6.34
        5.91                            6.23
        5.93                            6.25
        5.82                            6.09
        5.72                            6.05
        5.82                            6.1
        5.77                            6.06
        5.77                            5.95
1/96    5.72                            6.04
        5.99                            6.15
        5.85                            5.97
        5.85                            6.04
        5.85                            6.16
        5.7                             6.1
        5.87                            6.24
        5.95                            6.41
        5.99                            6.37
        6                               6.71
        6.18                            6.74
        6.3                             6.66
        6.2                             6.67
        6.3                             6.82
        6.5                             6.8
        6.31                            6.79
        6.26                            6.79
        6.46                            7.12
        6.43                            6.93
        6.22                            6.83
        6.15                            6.83
        6.32                            6.99
        6.42                            7.03
        6.55                            7.09
        6.3                             7.1
        6.25                            6.87
        6.2                             7.19
        6.28                            7.03
        6.17                            6.97
        6.15                            7.01
        6.08                            6.74
        5.98                            6.69
        6.07                            6.77
        6.07                            6.96
        6.18                            7.12
        6.31                            7.11
        6.16                            6.95
        6.15                            7.04
        6.05 88% of Treasuries          6.91
                                    
Source: Merrill Lynch and Bloomberg 

  Another tool that investors use to gauge relative performance is to compare 
the yields of municipals and U.S. Treasuries and then measure the change in 
their relationship (see chart). At their "cheapest" point over the past six 
months, A-rated municipals yielded 95% of U.S. Treasuries with comparable 
maturities. That means that an investor could purchase an average A-rated 
municipal bond with a yield that was 95% of a comparable Treasury bond. For 
nearly the same yield as Treasuries, many investors flocked to municipal 
bonds. 

  As a result of strong demand the ratio dropped to 88% as of September 30, 
closer to the long-term average. The decline of seven percentage points 
indicated better relative price performance from municipal bonds. Even at 88% 
of Treasuries, we still think municipal bonds offer attractive income after 
taxes and considering the current low level of inflation. 

Q   What strategies did you employ in managing the portfolios? 

A  We emphasized income and sought to guide the Funds through the bond 
market's volatility. We primarily invested in bonds with 15-25 year 
maturities. Throughout the period, we attempted to protect income by 
maintaining call protection. Several other strategies were employed which 
were tailored to meet the needs of the particular state funds. Those are 
discussed on the pages detailing the individual portfolios. 

Q   What is your outlook for the municipal bond market over the next six 
months? 

A  We believe that municipal bond prices will trade within a narrow range and 
look for a large part of total return to be derived from income. We expect to 
see slower economic growth and well-contained inflation through the end of 
this year and into early 1997. We believe this type of environment should 
provide a stable backdrop for the tax-exempt market. We are also watching 
other market influences such as supply and demand. Supply and demand factors 
seem to be favorable. The heavier supply that we saw in the first six months 
of this calendar year has moderated and investor demand continues to be solid. 

                                  [diamond] 
         This column is intended to answer questions about your Fund. 
       If you have a question you would like answered, please write to: 
                   Keystone Investment Distributors Company 
                 Attn: Shareholder Communications, 22nd Floor 
            200 Berkeley Street, Boston, Massachusetts 02116-5034. 

<PAGE> 

PAGE 12 

Keystone State Tax Free Fund 

                                 Glossary of 
                              Mutual Fund Terms 

  MUTUAL FUND--A company which combines the investment money of many people 
whose financial goals are similar, and invests that money in a variety of 
securities. A mutual fund allows the smaller investor the benefits of 
diversification, professional management and constant supervision usually 
available only to large investors. 

  PORTFOLIO MANAGER--An investment professional who is responsible for 
managing a portfolio's assets prudently and making appropriate investment 
decisions, such as which securities to buy, hold and sell, based on the 
investment objectives of the portfolio. 

  STOCK--Equity or ownership interest in a corporation, which represents a 
claim on the corporation's assets and earnings. 

  BOND--Security issued by a government or corporation to those from whom it 
has borrowed money. A bond usually promises to pay interest income to the 
bondholder at regular intervals and to repay the entire amount borrowed at 
maturity date. 

  CONVERTIBLE SECURITY--A corporate security (usually preferred stock or 
bonds) that is exchangeable for a set number of another security type 
(usually common stocks) at a pre-stated price. 

  MONEY MARKET FUND--A mutual fund whose assets are invested in a diversified 
portfolio of short- term securities, including commercial paper, bankers' 
acceptances, certificates of deposit and other short-term instruments. The 
fund pays income which can fluctuate daily. Liquidity and safety of principal 
are primary objectives. 

  NET ASSET VALUE (NAV) PER SHARE--The value of one share of a mutual fund. 
The NAV per share is determined by subtracting a fund's total liabilities 
from its total assets, and dividing that amount by the number of fund shares 
outstanding. 

  DIVIDEND--A per share distribution of the income earned from the fund's 
portfolio holdings. When a dividend distribution is made, the fund's net 
asset value drops by the amount of the distribution because the distribution 
is no longer considered part of the fund's assets. 

  CAPITAL GAIN--The profit from the sale of securities, less any losses. 
Capital gains are paid to fund shareholders on a per share basis. When a 
capital gain distribution is made, the fund's net asset value drops by the 
amount of the distribution because the distribution is no longer considered 
part of the fund's assets. 

  YIELD--The annualized rate of income as measured against the current net 
asset value of fund shares. 

  TOTAL RETURN--The change in value of a fund investment over a specified 
period of time, taking into account the change in a fund's market price and 
the reinvestment of all fund distributions. 

  SHORT-TERM--An investment with a maturity of one year or less. 

  LONG-TERM--An investment with a maturity of greater than one year. 

  AVERAGE MATURITY--The average number of days until the notes, drafts, 
acceptances, bonds or other debt instruments in a portfolio become due and 
payable. 

  OFFERING PRICE--The offering price of a share of a mutual fund is the price 
at which the share is sold to the public. 

<PAGE> 

PAGE 13 

Keystone Florida Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited)
<TABLE>
<CAPTION>
                                                         Coupon     Maturity      Principal        Market 
                                                          Rate        Date         Amount          Value 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
<S>                                                       <C>      <C>           <C>            <C>
MUNICIPAL BONDS (97.7%) 
  Alliance Airport Authority, Texas, Federal Express 
    Project                                               6.375%   04/01/2021    $2,000,000     $ 1,974,200 
  Bay County, Florida, Hospital Systems Revenue 
    Refunding, Bay Medical Center Project                 8.000    10/01/2019     2,500,000       2,777,900 
  Brevard County, Florida, Health Facilities Authority 
    Revenue Refunding, Devereux Foundation (MBIA)         5.125    11/01/2019     2,320,000       2,146,812 
  Brevard County, Florida, Health Facilities Authority 
    Revenue Refunding, Wuesthoff Memorial Hospital 
    (MBIA)                                                7.200    04/01/2013     2,000,000       2,275,840 
  Broward County, Florida, Collateralized Home 
    Mortgage                                              7.125    03/01/2017       195,000         204,025 
  Broward County, Florida, Resource Recovery, South 
    Project                                               7.950    12/01/2008     2,500,000       2,749,925 
  Charlotte County, Florida, Utility Revenue (FGIC)       6.750    10/01/2013     1,000,000       1,132,240 
  City of Tarpon Springs Health Facilities Authority, 
    Florida, Hospital Refunding, Helen Ellis Hospital     7.625    05/01/2021     1,000,000       1,041,120 
  Commonwealth of Puerto Rico, Aqueduct and Sewer 
    Authority Revenue                                     6.250    07/01/2012     2,000,000       2,151,740 
  Commonwealth of Puerto Rico, Highway Authority & 
    Transportation Authority, Series Y                    5.000    07/01/2036     2,000,000       1,744,340 
  Commonwealth of Puerto Rico, Highway Authority & 
    Transportation Authority, Series Y                    5.500    07/01/2036     2,000,000       1,898,580 
  Dade County, Florida, Educational Facilities 
    Authority Revenue (St. Thomas University)             6.000    01/01/2010     2,000,000       2,031,680 
  Dade County, Florida, General Obligation Unlimited 
    Revenue Bonds (MBIA)                                  5.125    10/01/2026     1,250,000       1,147,488 
  Dade County, Florida, Housing Finance Agency, Single 
    Family Mortgage                                       7.000    03/01/2024       185,000         191,662 
  Dade County, Florida, School District, General 
    Obligation                                            7.375    07/01/2008        40,000          43,805 
  Duval County, Florida, Single Family Mortgage 
    Refunding (FGIC)                                      7.300    07/01/2011        80,000          84,194 
  Escambia County, Florida, Pollution Control, 
    Champion International Corp. Project                  6.900    08/01/2022     3,000,000       3,142,710 
  Escambia County, Florida, Pollution Control, 
    Champion International Corp. Project                  6.400    09/01/2030     1,000,000       1,003,220 
  Florida Housing Finance Agency, Home Ownership 
    Mortgage                                              7.500    09/01/2014       160,000         169,862 
  Florida Housing Finance Agency, Home Ownership 
    Mortgage                                              6.050    07/01/2016     2,630,000       2,673,264 
  Florida Housing Finance Agency, Multi-Family 
    Housing, Series C                                     6.200    08/01/2016     2,000,000       2,021,560 
  Florida State Board of Education Capital Outlay 
    Refunding, Public Education, Series D                 4.750    06/01/2016     1,000,000         882,710 
  Florida State Transportation, Jacksonville 
    Transportation Authority                              9.000    01/01/2000     1,000,000       1,077,760 
  Gainesville, Florida, Utilities System Revenue, 
    Series B                                              7.500    10/01/2008     3,435,000       4,135,190 
  Gainesville, Florida, Utilities System Revenue, 
    Series B                                              7.500    10/01/2009     3,695,000       4,453,916 
  Halifax Hospital Medical Center, Florida, Hospital 
    Revenue, Series A (MBIA)                              5.200    10/01/2013     2,000,000       1,908,000 
  Hillsborough County, Florida, Capital Improvement 
    Program Revenue, County Center Project, Series B 
    (MBIA)                                                5.000    07/01/2017     2,000,000       1,855,620 


                                                        (Continued on next page)
<PAGE> 

PAGE 14 

Keystone Florida Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited)
                                                         Coupon     Maturity      Principal        Market 
                                                          Rate        Date         Amount          Value 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
MUNICIPAL BONDS (continued) 
  Jacksonville, Florida, Health Facilities Authority, 
    St. Luke's Hospital Association                       7.125%   11/15/2020    $3,000,000     $ 3,253,950 
  Miami Beach, Florida, Resort Tax Revenue (AMBAC)        6.250    10/01/2022     1,470,000       1,568,990 
  Miramar, Florida, Wastewater Improvement Assessment 
    Revenue (FGIC)                                        6.750    10/01/2016     1,000,000       1,094,830 
  New York, New York, General Obligation                  5.875    03/15/2013     5,500,000       5,304,695 
  New York State Dormitory Authority, State University 
    Educational Facilities Revenue, Series A              5.875    05/15/2017     1,565,000       1,548,959 
  North Springs Improvement District, Florida, Water 
    and Sewer Revenue, Series B (MBIA)                    6.500    12/01/2016     1,335,000       1,463,547 
  Okaloosa County, Florida, Gas District, Refunding 
    and Improvement (MBIA)                                6.850    10/01/2014     2,550,000       2,882,112 
  Orange County, Florida, Health Facilities Authority, 
    Hospital Revenue, Adventist Health (AMBAC)            5.250    11/15/2020     4,000,000       3,750,360 
  Orange County, Florida, Housing Finance Authority, 
    GNMA Collateralized Mortgage, Series B (AMT)          8.100    11/01/2021     2,170,000       2,319,057 
  Orlando, Florida, Utilities Commission, Water and 
    Electric                                              6.000    10/01/2010     4,000,000       4,223,560 
  Orlando-Orange County, Florida, Expressway Authority 
    (FGIC)                                                8.250    07/01/2015        40,000          52,492 
  Palm Beach County, Florida, General Obligation          6.500    07/01/2010     1,880,000       2,058,562 
  Palm Beach County, Florida, Solid Waste Industrial 
    Development, Okeelanta Power Project (AMT) (c)        6.700    02/15/2015     2,000,000       1,764,140 
  Palm Beach County, Florida, Solid Waste Industrial 
    Development, Okeelanta Power Project (AMT) (c)        6.850    02/15/2021     2,000,000       1,769,160 
  Palm Beach County, Florida, Solid Waste Industrial 
    Development, Osceola Power Project (AMT) (c)          6.850    01/01/2014     2,500,000       2,248,400 
  Puerto Rico Electric Power Authority, Power Revenue, 
    Series X                                              6.000    07/01/2015     3,450,000       3,491,642 
  Puerto Rico Electric Power Authority, Power Revenue, 
    Series Z                                              5.500    07/01/2012     1,000,000         971,970 
  Sacramento, California, Power Authority Cogeneration 
    Project                                               5.875    07/01/2015     1,500,000       1,447,575 
  Sunrise, Florida, Utility System Revenue, Capital 
    Appreciation, Series A (AMBAC) (effective yield 
    5.65%) (b)                                            0.000    10/01/2009     1,000,000         487,860 
  Sunrise, Florida, Utility System Revenue, Capital 
    Appreciation, Series A (AMBAC) (effective yield 
    5.75%) (b)                                            0.000    10/01/2010     1,000,000         455,410 
  Sunrise, Florida, Utility System Revenue, Capital 
    Appreciation, Series A                                5.750    10/01/2026     1,000,000         991,830 
  Tallahassee, Florida, Health Facilities, Tallahassee 
    Memorial Regional Medical Project (MBIA)              6.625    12/01/2013     2,000,000       2,207,300 
  Tampa, Florida, Capital Improvement Program Revenue, 
    Series B                                              8.375    10/01/2018     1,250,000       1,319,900 
  Tampa, Florida, Subordinate Guaranteed Entitlement 
    Revenue, Series B (ETM)                               8.500    10/01/2018        45,000          48,620 
  Tampa, Florida, Utilities Tax, Capital Appreciation 
    (effective yield 6.15%) (b)                           0.000    04/01/2016     1,500,000         479,130 

<PAGE> 

PAGE 15 

Keystone Florida Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited)
                                                         Coupon     Maturity      Principal        Market 
                                                          Rate        Date         Amount          Value 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
MUNICIPAL BONDS (continued) 
  Venice, Florida Health Care Revenue, Bon Secours 
    Health System Project (MBIA)                          5.625%   08/15/2026    $1,000,000     $   976,880 
  West Melbourne, Florida, Water and Sewer Revenue 
    (FGIC)                                                6.750    10/01/2014     1,000,000       1,121,210 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TOTAL MUNICIPAL BONDS (Cost--$93,070,859)                                                      96,221,504 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TEMPORARY TAX-EXEMPT INVESTMENTS (0.7%) 
  Dade County, Florida, Water and Sewer System Revenue 
    Bond, Series 1994 (Cost--$655,000) (a)                3.800    10/05/2022       655,000         655,000 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TOTAL INVESTMENTS (Cost--$93,725,859)                                                          96,876,504 
  OTHER ASSETS AND LIABILITIES--NET (1.6%)                                                        1,566,117 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  NET ASSETS (100.0%)                                                                           $98,442,621 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
</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) 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. 

AMBAC--AMBAC Indemnity Corporation 
AMT--Subject to Alternative Minimum Tax 
ETM--Escrowed to Maturity 
FGIC--Federal Guaranty Insurance Company 
MBIA--Municipal Bond Investors Assurance 

See Notes to Financial Statements. 

<PAGE> 

PAGE 16 

Keystone Massachusetts Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 
<TABLE>
<CAPTION>
                                                         Coupon     Maturity     Principal       Market 
                                                          Rate        Date         Amount        Value 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
<S>                                                       <C>      <C>          <C>           <C>
MUNICIPAL BONDS (97.9%) 
  Attleboro, Massachusetts, General Obligation (AMBAC)    5.125%   12/01/2015   $  625,000    $   581,813 
  Commonwealth of Puerto Rico, Linked Bond Payment 
    Obligation (MBIA)                                     7.000    07/01/2010      100,000        115,296 
  Franklin, Massachusetts, School Improvements (MBIA)     5.250    11/15/2013      500,000        476,955 
  Massachusetts Bay Transportation Authority, General 
    Transportation, Series A                              7.000    03/01/2011      750,000        856,605 
  Massachusetts Bay Transportation Authority, General 
    Transportation, Series A                              6.250    03/01/2012      400,000        429,880 
  Massachusetts Educational Financing Loan Authority 
    (AMBAC)                                               6.000    01/01/2012      300,000        300,534 
  Massachusetts Municipal Wholesale Electric, Power 
    Supply Systems, Series B                              6.750    07/01/2008      460,000        487,204 
  Massachusetts State Consolidated Loan, Series C 
    (MBIA)                                                5.375    09/01/2013      500,000        486,525 
  Massachusetts State Health and Educational 
    Facilities Authority, Cape Islands Rehabilitation 
    Hospital, Series A                                    7.875    08/15/2024    1,100,000      1,132,450 
  Massachusetts State Health and Educational 
    Facilities Authority, McLean Hospital, Series C 
    (FGIC)                                                6.500    07/01/2010      500,000        535,225 
  Massachusetts State Health and Educational 
    Facilities Authority, New England Deaconess 
    Hospital                                              6.875    04/01/2022      500,000        523,310 
  Massachusetts State Health and Educational 
    Facilities Authority, North Adams Regional 
    Hospital, Series C                                    6.750    07/01/2009      500,000        501,900 
  Massachusetts State Housing Finance Agency, Series A 
    (AMBAC)                                               6.600    07/01/2014      300,000        313,701 
  Massachusetts State Housing Finance Agency, Single 
    Family Housing, Series 52 (MBIA)                      6.000    06/01/2014      300,000        301,221 
  Massachusetts State Industrial Finance Agency, Solid 
    Waste Disposal, Molten Metal Technology Project       8.250    08/01/2014      250,000        263,810 
  Massachusetts State Water Pollution, Series 2           6.125    02/01/2008      525,000        565,010 
  Massachusetts State Water Pollution Abatement Trust, 
    New Bedford Loan Program, Series A                    5.700    02/01/2012      900,000        913,059 
  Massachusetts State Water Resources Authority, 
    Series B (MBIA)                                       5.000    12/01/2016      250,000        229,383 
  Massachusetts State Water Resources Authority, 
    Series B (MBIA)                                       4.000    12/01/2018    1,000,000        757,050 
  Methuen, Massachusetts, General Obligation (FSA)        5.625    11/15/2015    1,000,000        996,840 
  Springfield, Massachusetts, General Obligation 
    (AMBAC)                                               5.300    08/01/2014      250,000        240,145 
  Worcester, Massachusetts, Municipal Purpose Loan, 
    Series A (AMBAC)                                      5.250    08/01/2012      300,000        287,385 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TOTAL MUNICIPAL BONDS (Cost--$11,056,968)                                                    11,295,301 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 

<PAGE> 

PAGE 17 

Keystone Massachusetts Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 
                                                         Coupon     Maturity     Principal       Market 
                                                          Rate        Date         Amount        Value 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TEMPORARY TAX-EXEMPT INVESTMENTS (3.8%) 
  Massachusetts State Health and Educational 
    Facilities Authority, (Capital Assets Program), 
    Series D (MBIA) (Cost--$435,000) (a)                  3.750%   01/01/2035     $435,000    $   435,000 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TOTAL INVESTMENTS (Cost--$11,491,968)                                                        11,730,301 
  OTHER ASSETS AND LIABILITIES--NET (-1.7%)                                                      (197,661) 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  NET ASSETS (100.0%)                                                                         $11,532,640 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
</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. 

LEGEND OF PORTFOLIO ABBREVIATIONS: 
AMBAC--AMBAC Indemnity Corporation 
FGIC--Federal Guaranty Insurance Company 
MBIA--Municipal Bond Investors Assurance 
FSA--Financial Security Assistance 

See Notes to Financial Statements. 

<PAGE> 

PAGE 18 

Keystone New York Insured Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 
<TABLE>
<CAPTION>
                                                         Coupon     Maturity     Principal       Market 
                                                          Rate        Date         Amount        Value 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
<S>                                                       <C>      <C>          <C>            <C>
MUNICIPAL BONDS (97.0%) 
  Albany County, New York, Public Improvements, 
    Series B (FGIC)                                       5.600%   03/15/2014   $  590,000     $  585,256 
  Buffalo, New York, General Obligation, Series E 
    (AMBAC)                                               6.500    12/01/2022      465,000        503,214 
  Commonwealth of Puerto Rico, General Obligation 
    (MBIA)                                                7.000    07/01/2010    1,000,000      1,152,960 
  Commonwealth of Puerto Rico, Highway & 
    Transportation Authority, Series Y (FSA)              5.250    07/01/2015      500,000        479,735 
  Erie County, New York, Water Authority, Fourth 
    Resolution (AMBAC) (effective yield 7.30%) (b)        0.000    12/01/2017      770,000        168,846 
  Hempstead Town, New York, General Obligation, 
    Series B (FGIC)                                       5.625    02/01/2015      550,000        540,238 
  Islip, New York Resources Recovery Agency, Electric 
    Light and Power Improvements, Series B (AMBAC)        7.250    07/01/2011      100,000        117,482 
  Metropolitan Transportation Authority, New York, 
    Commuter Facilities, Series A (MBIA)                  6.125    07/01/2014    1,400,000      1,453,788 
  Nassau County, New York, Combined Sewer District, 
    Series B (FGIC)                                       6.000    05/01/2014      695,000        718,533 
  New Rochelle, New York, General Obligation, 
    Series B (MBIA)                                       6.150    08/15/2017      600,000        622,746 
  New York City, New York, General Obligation, 
    Series A                                              7.750    08/15/2015      250,000        275,597 
  New York City, New York, General Obligation, 
    Series H                                              5.750    03/15/2010      500,000        483,005 
  New York City, New York, Municipal Water Finance 
    Authority, Water and Sewer System, Series A (FGIC)    7.000    06/15/2015      695,000        761,435 
  New York State Dormitory Authority, City University 
    Systems (FGIC)                                        7.000    07/01/2009    1,200,000      1,385,352 
  New York State Dormitory Authority, City University, 
    2nd General Resources, Series A (FGIC)                5.375    07/01/2014    1,000,000        969,180 
  New York State Dormitory Authority, City University, 
    3rd General Resources, Series 2 (MBIA)                6.250    07/01/2019      450,000        465,849 
  New York State Dormitory Authority, State University 
    Dormitory Facilities, Series A (AMBAC)                5.300    07/01/2024      150,000        141,484 
  New York State Dormitory Authority, State University 
    Educational Facilities (AMBAC)                        5.875    05/15/2011      250,000        258,690 
  New York State Dormitory Authority, State University 
    Educational Facilities, Series A (FSA)                5.250    05/15/2015      600,000        574,452 
  New York State Housing Finance Agency, Housing 
    Project Mortgage, Series A (FSA)                      6.100    11/01/2015      750,000        750,548 
  New York State Housing Finance Agency, Multi-family 
    Mortgage, Series B (AMBAC)                            6.250    08/15/2014      875,000        884,940 
  New York State Medical Care Facilities Finance 
    Agency, Health Center Projects                        6.375    11/15/2019      250,000        258,935 
  New York State Medical Care Facilities Finance 
    Agency, Mental Health Services Facilities (FGIC)      6.375    08/15/2014    1,000,000      1,049,840 
  New York State Thruway Authority, Highway & Bridge 
    Trust Fund, Series B (MBIA)                           5.125    04/01/2015      500,000        470,585 

<PAGE> 

PAGE 19 

Keystone New York Insured Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 
                                                         Coupon     Maturity     Principal       Market 
                                                          Rate        Date         Amount        Value 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
MUNICIPAL BONDS (continued) 
  New York State Thruway Authority, Service Contract, 
    Local Highway and Bridge                              5.750%   04/01/2009   $  250,000    $   245,753 
  New York State Urban Development Corp., Correctional 
    Capital Facilities (AMBAC) (effective yield 5.63%) 
    (b)                                                   0.000    01/01/2010      500,000        237,500 
  New York State Urban Development Corp., Correctional 
    Capital Facilities, Series A                          6.500    01/01/2009      600,000        640,326 
  New York State Urban Development Corp., Correctional 
    Capital Facilities, Series A (FSA)                    6.500    01/01/2010    1,000,000      1,101,510 
  New York State Urban Development Corp., Higher 
    Education Technology Grants (MBIA)                    6.000    04/01/2010      500,000        516,460 
  Niagara Falls, New York, Public Improvement (MBIA)      7.500    03/01/2014      700,000        851,991 
  Niagara Falls, New York, Public Improvement (MBIA)      7.500    03/01/2016      750,000        913,402 
  Niagara Falls, New York, Public Improvement (MBIA)      7.500    03/01/2017      750,000        912,802 
  Niagara, New York, Frontier Transportation 
    Authority, Greater Buffalo International Airport 
    (AMBAC)                                               6.125    04/01/2014      100,000        103,179 
  Port Authority of New York and New Jersey, Special 
    Obligation, Special Project KIAC-4 (c)                6.750    10/01/2011    1,000,000      1,009,390 
  Rochester, New York, General Obligation, Series A 
    (AMBAC)                                               5.000    08/15/2018      140,000        130,630 
  St. Lawrence County, New York Industrial Development 
    Civic Facilities, St. Lawrence University 
    Project-A (MBIA)                                      5.625    07/01/2013      250,000        250,162 
  Suffolk County, New York, Industrial Development 
    Agency, Southwest Sewer Systems (FGIC)                6.000    02/01/2008    1,000,000      1,061,720 
  Triborough Bridge and Tunnel Authority, New York, 
    General Purpose, Series X                             6.625    01/01/2012      805,000        906,358 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TOTAL MUNICIPAL BONDS (Cost--$23,010,957)                                                    23,953,873 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TEMPORARY TAX-EXEMPT INVESTMENTS (2.1%) 
  New York City, New York, Municipal Water Finance 
    Authority, Water and Sewer System, Series C (FGIC) 
    (a)                                                   3.950    06/15/2022       20,000         20,000 
  New York City, New York, Municipal Water Finance 
    Authority, Water and Sewer System, Series C (FGIC) 
    (a)                                                   3.950    06/15/2023      100,000        100,000 
  New York City, New York, Sub Series B-2 (a)             3.950    08/15/2003      275,000        275,000 
  New York City, New York, Sub Series A-5 (a)             3.950    08/01/2015      125,000        125,000 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS 
    (Cost--$520,000)                                                                              520,000 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  TOTAL INVESTMENTS (Cost--$23,530,957)                                                        24,473,873 
  OTHER ASSETS AND LIABILITIES--NET (0.9%)                                                        231,764 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
  NET ASSETS (100.0%)                                                                         $24,705,637 
 -----------------------------------------------------   ------     ----------    ---------   ------------ 
</TABLE>

                                                        (Continued on next page)
<PAGE> 

PAGE 20 

Keystone New York Insured Tax Free Fund 

(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) 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. 

LEGEND OF PORTFOLIO ABBREVIATIONS: 
AMBAC--AMBAC Indemnity Corporation 
FGIC--Federal Guaranty Insurance Company 
FHA--Federal Housing Authority 
FSA--Financial Security Assistance 
MBIA--Municipal Bond Investors Assurance 

See Notes to Financial Statements. 

<PAGE> 

PAGE 21 

Keystone Pennsylvania Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 

<TABLE>
<CAPTION>
                                                         Coupon     Maturity      Principal        Market 
                                                          Rate        Date         Amount          Value 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
<S>                                                       <C>      <C>           <C>            <C>
MUNICIPAL BONDS (98.2%) 
  Allegheny County, Pennsylvania, Airport Revenue, 
    Greater Pittsburgh International Airport              6.625%   01/01/2022    $1,750,000     $ 1,859,288 
  Allegheny County, Pennsylvania, Finance Authority, 
    Single Family Mortgage                                6.600    11/01/2014       975,000       1,014,760 
  Allegheny County, Pennsylvania, Higher Education 
    Building Authority, Duquesne University Project 
    (AMBAC)                                               5.000    03/01/2016     2,000,000       1,827,700 
  Allegheny County, Pennsylvania, Hospital Development 
    Authority, Ohio Valley General Hospital               5.875    04/01/2011     1,500,000       1,426,650 
  Allegheny County, Pennsylvania, Hospital Development 
    Authority, Pittsburgh Mercy Health System (AMBAC)     5.625    08/15/2026     3,235,000       3,132,936 
  Allegheny County, Pennsylvania, Industrial 
    Development Authority, USX Corp.                      6.700    12/01/2019     2,000,000       2,059,300 
  Allentown, Pennsylvania Area Hospital Authority, 
    Sacred Heart Hospital of Allentown, Series A          6.750    11/15/2014     1,750,000       1,769,180 
  Beaver County, Pennsylvania, Industrial Development 
    Authority, Pollution Control, Ohio Edison Co. 
    Project, Series A                                     7.750    09/01/2024     1,170,000       1,224,054 
  Berks County, Pennsylvania, Capital Appreciation 
    Second Series (FGIC) (effective yield 5.55%) (b)      0.000    05/15/2015     3,400,000       1,160,046 
  Cambria County, Pennsylvania, General Obligation, 
    Series A (FGIC)                                       6.625    08/15/2012     4,485,000       4,832,363 
  Central Bucks, Pennsylvania School District, 
    Series A                                              6.900    11/15/2013     1,000,000       1,121,870 
  Chester County, Pennsylvania, Health and Education, 
    The Chester County Hospital (MBIA)                    5.875    07/01/2016     2,000,000       2,008,240 
  Commonwealth of Puerto Rico, Highway and 
    Transportation Authority, Series Q                    7.750    07/01/2010       325,000         367,699 
  Commonwealth of Puerto Rico, Highway and 
    Transportation Authority, Series Y                    5.000    07/01/2036     3,150,000       2,747,335 
  Commonwealth of Puerto Rico, Highway and 
    Transportation Authority, Series Y                    5.500    07/01/2036     1,000,000         949,290 
  Commonwealth of Puerto Rico, Linked Bond Payment 
    Obligation (MBIA)                                     7.000    07/01/2010     3,500,000       4,035,360 
  Delaware County, Pennsylvania, Industrial 
    Development Authority, Pollution Control, 
    Philadelphia Electric Co., Series A                   7.375    04/01/2021       850,000         907,741 
  Delaware River Port Authority, Pennsylvania and New 
    Jersey Revenue (FGIC)                                 5.400    01/01/2015     1,500,000       1,468,995 
  Erie County, Pennsylvania, Industrial Development 
    Authority, Environmental Improvement, 
    International Paper Co. Project, Series A             7.625    11/01/2018       500,000         559,410 
  Erie, Pennsylvania, City School District Capital 
    Appreciation, Series A (effective yield 6.05%) (b)    0.000    05/01/2014     4,625,000       1,684,240 
  Erie, Pennsylvania, City School District Capital 
    Appreciation, Series A (effective yield 6.15%) (b)    0.000    05/01/2015     3,365,000       1,173,847 

                                                        (Continued on next page)
<PAGE> 

PAGE 22 

Keystone Pennsylvania Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 
                                                         Coupon     Maturity      Principal        Market 
                                                          Rate        Date         Amount          Value 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
MUNICIPAL BONDS (continued) 
  Horizon Hospital System Authority, Pennsylvania, 
    Horizon Hospital System, Inc.                         6.350%   05/15/2026    $2,000,000     $ 1,935,180 
  Lehigh County, Pennsylvania, General Purpose 
    Authority, Good Shepherd Rehabilitation Hospital      7.500    11/15/2021     1,000,000       1,036,930 
  Lehigh County, Pennsylvania, General Purpose 
    Authority, Lehigh Valley Hospital, Series A (MBIA)    7.000    07/01/2016     1,250,000       1,436,138 
  McKeesport, Pennsylvania, Area School District 
    Capital Appreciation, Series B (effective yield 
    6.25%) (b)                                            0.000    10/01/2015     2,000,000         649,360 
  McKeesport, Pennsylvania, Hospital Authority 
    Revenue, McKeesport Hospital Project                  6.500    07/01/2008     1,500,000       1,487,550 
  Mon Valley, Pennsylvania, Sewage Revenue (MBIA)         6.550    11/01/2019     1,305,000       1,404,036 
  Montgomery County, Pennsylvania, Industrial 
    Development, Pollution Control, Philadelphia 
    Electric Co.                                          7.600    04/01/2021       950,000       1,014,695 
  Northumberland County, Pennsylvania, Commonwealth 
    Lease (effective yield 6.82%) (b)                     0.000    10/15/2012     4,200,000       1,681,890 
  Pennsylvania Economic Development Financing 
    Authority, Northhampton Generator Project, 
    Series A (c)                                          6.600    01/01/2019     2,450,000       2,385,001 
  Pennsylvania Economic Development Financing 
    Authority, Resources Recovery, Northhampton 
    University Project (c)                                6.500    01/01/2013     2,200,000       2,148,916 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series 33                                   6.900    04/01/2017     1,000,000       1,040,160 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series 34 A (FHA/FNMA)                      6.850    04/01/2016     1,500,000       1,555,800 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series 40                                   6.800    10/01/2015       750,000         784,433 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series 50A                                  6.000    10/01/2013     1,840,000       1,849,053 
  Pennsylvania Housing Finance Agency, Single Family 
    Mortgage, Series 52B                                  6.250    10/01/2024     2,000,000       2,003,120 
  Pennsylvania Intragovernmental Cooperation 
    Authority, Special Tax, Philadelphia Funding 
    Program (FGIC)                                        6.750    06/15/2021     1,000,000       1,122,140 
  Pennsylvania State Industrial Development Authority, 
    Economic Revenue Bonds (AMBAC)                        7.000    01/01/2006     1,500,000       1,698,855 
  Pennsylvania State Industrial Development Authority, 
    Economic Revenue Bonds (AMBAC)                        7.000    07/01/2006     1,000,000       1,138,170 
  Pennsylvania State Higher Educational Facilities 
    Authority, Health Services Revenue, Allegheny 
    Delaware Valley Obligation (MBIA)                     5.600    11/15/2010     2,000,000       2,024,660 
  Pennsylvania State Higher Educational Facilities 
    Authority, Thomas Jefferson University, Series A      6.625    08/15/2009     1,450,000       1,563,375 
  Philadelphia, Pennsylvania, Hospital & Higher 
    Education Facilities, Albert Einstein Medical 
    Center                                                7.625    04/01/2011     1,150,000       1,219,126 
  Philadelphia, Pennsylvania, Water & Waste Water 
    (MBIA)                                                6.250    08/01/2012     1,000,000       1,069,560 

<PAGE> 

PAGE 23 

Keystone Pennsylvania Tax Free Fund 

SCHEDULE OF INVESTMENTS--September 30, 1996 
(Unaudited) 
                                                         Coupon     Maturity      Principal        Market 
                                                          Rate        Date         Amount          Value 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
MUNICIPAL BONDS (continued) 
  Philadelphia, Pennsylvania, Water & Waste Water 
    (MBIA)                                                5.600%   08/01/2018    $2,000,000     $ 1,945,720 
  Pittsburgh, Pennsylvania, School District, Series A 
    (AMBAC)                                               5.500    09/01/2016     1,000,000         969,180 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TOTAL MUNICIPAL BONDS (Cost--$69,984,831)                                                      72,493,352 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TEMPORARY TAX-EXEMPT INVESTMENTS (2.5%) 
  Sayre County, Pennsylvania Health Care Facilities 
    Authority, Variable Rate (VHA Pennsylvania Capital 
    Financing Project) Series F (a)                       3.800    12/01/2020       110,000         110,000 
  Sayre County, Pennsylvania Health Care Facilities 
    Authority, Variable Rate (VHA Pennsylvania Capital 
    Financing Project) Series K (a)                       3.800    12/01/2020     1,760,000       1,760,000 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TOTAL TEMPORARY TAX-EXEMPT INVESTMENTS 
    (Cost--$1,870,000)                                                                            1,870,000 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  TOTAL INVESTMENTS (Cost--$71,854,831)                                                          74,363,352 
  OTHER ASSETS AND LIABILITIES--NET (-0.7%)                                                        (543,498) 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
  NET ASSETS (100.0%)                                                                           $73,819,854 
 -----------------------------------------------------   ------     ----------    ----------   ------------- 
</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) 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.See 
    Notes to Financial Statements. 

LEGEND OF PORTFOLIO ABBREVIATIONS: 
AMBAC--AMBAC Indemnity 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 24 

Keystone Florida Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months 
                                                       Ended                     Year Ended March 31, 
                                                September 30, 1996     1996       1995    1994     1993     1992 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
                                                    (Unaudited)                
<S>                                                   <C>             <C>      <C>      <C>     <C>       <C>     
Net asset value beginning of period                   $ 10.60         $ 10.33  $ 10.29  $ 10.94 $ 10.43   $ 10.17 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Income from investment operations:                                             
Net investment income                                    0.28            0.56     0.56     0.58    0.61      0.72 
Net realized and unrealized gain (loss) on                                     
  investments and closed futures contracts               (0.1)           0.27     0.07    (0.44)   0.64      0.30 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Total from investment operations                         0.18            0.83     0.63     0.14    1.25      1.02 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Less distributions from:                                                       
Net investment income                                   (0.28)          (0.54)   (0.56)   (0.58)  (0.61)    (0.72) 
In excess of net investment income                          0           (0.02)   (0.03)   (0.05)  (0.03)        0 
Net realized gain on investments                            0               0        0    (0.16)  (0.10)    (0.04) 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Total distributions                                     (0.28)          (0.56)   (0.59)   (0.79)  (0.74)    (0.76) 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Net asset value end of period                         $ 10.50         $ 10.60  $ 10.33  $ 10.29 $ 10.94   $ 10.43 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Total return (c)                                         1.76%           8.16%    6.42%    1.01%  12.32%    10.34% 
Ratios/supplemental data                                                       
Ratios to average net assets:                                                  
 Total expenses                                          0.76%(a)(b)     0.76%(b) 0.75%    0.75%   0.68%     0.65% 
 Total expenses excluding reimbursement                  0.92%(a)        0.92%    0.95%    1.00%   1.13%     1.21% 
 Net investment income                                   5.33%(a)        5.32%    5.60%    5.16%   5.60%     6.82% 
Portfolio turnover rate                                    57%             89%     129%     113%     95%       63% 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
Net assets end of period (thousands)                  $34,271         $37,286  $42,239  $45,150 $42,997   $29,258 
 --------------------------------------------    ------------------   ------     -----   -----    -----     ----- 
</TABLE>                                                                      
(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 0.75% and 0.75%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 25 

Keystone Florida Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                                                               February 1, 1993 
                                                                                               (Date of Initial 
                                           Six Months                                          Public Offering) 
                                              Ended               Year Ended March 31,                to 
                                       September 30, 1996      1996       1995       1994       March 31, 1993 
- -----------------------------------     ------------------   --------    -------    -------    ----------------- 
                                           (Unaudited) 
<S>                                          <C>              <C>        <C>        <C>             <C>    
Net asset value beginning of period          $ 10.48          $ 10.24    $ 10.27    $ 10.94         $10.81 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Income from investment operations: 
Net investment income                           0.24             0.48       0.53       0.52           0.08 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                            (0.10)            0.28       0.02      (0.47)          0.14 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Total from investment operations                0.14             0.76       0.55       0.05           0.22 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Less distributions from: 
Net investment income                          (0.24)           (0.50)     (0.49)     (0.48)         (0.08) 
In excess of net investment income                 0            (0.02)     (0.09)     (0.08)         (0.01) 
Net realized gain on investments                   0                0          0      (0.16)             0 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Total distributions                            (0.24)           (0.52)     (0.58)     (0.72)         (0.09) 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Net asset value end of period                $ 10.38          $ 10.48    $ 10.24    $ 10.27         $10.94 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Total return (c)                                1.40%            7.48%      5.61%      0.19%          2.06% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                 1.50%(a)(b)      1.48%(b)   1.50%      1.50%          1.50%(a) 
 Total expenses excluding 
  reimbursement                                 1.68%(a)         1.68%      1.68%      1.74%          1.73%(a) 
 Net investment income                          4.58%(a)         4.58%      4.81%      4.21%          4.00%(a) 
Portfolio turnover rate                           57%              89%       129%       113%            95% 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
Net assets end of period 
  (thousands)                                $52,961          $54,433    $51,083    $19,984         $1,704 
- -----------------------------------      -----------------      ------      -----     -----      --------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.47%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 26 

Keystone Florida Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                                                             February 1, 1993 
                                                                                             (Date of Initial 
                                          Six Months                                         Public Offering) 
                                             Ended              Year Ended March 31,                to 
                                         September 30, 
                                             1996            1996        1995      1994       March 31, 1993 
- -----------------------------------    -----------------   --------    -------    -------    ----------------- 
                                          (Unaudited) 
<S>                                         <C>             <C>        <C>        <C>             <C>    
Net asset value beginning of period         $ 10.50         $ 10.26    $ 10.28    $ 10.93         $10.81 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Income from investment operations: 
Net investment income                          0.23            0.48       0.47       0.51           0.07 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                           (0.09)           0.28       0.08      (0.45)          0.14 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Total from investment operations               0.14            0.76       0.55       0.06           0.21 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Less distributions from: 
Net investment income                         (0.24)          (0.50)     (0.49)     (0.49)         (0.07) 
In excess of net investment income                0           (0.02)     (0.08)     (0.06)         (0.02) 
Net realized gain on investments                  0               0          0      (0.16)             0 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Total distributions                           (0.24)          (0.52)     (0.57)     (0.71)         (0.09) 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Net asset value end of period               $ 10.40         $ 10.50    $ 10.26    $ 10.28         $10.93 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Total return (c)                               1.40%           7.47%      5.61%      0.27%          1.95% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                1.50%(a)(b)     1.48%(b)   1.50%      1.50%          1.50%(a) 
 Total expenses excluding 
  reimbursement                                1.68%(a)        1.68%      1.70%      1.84%          1.63%(a) 
 Net investment income                         4.58%(a)        4.60%      4.86%      4.26%          2.95%(a) 
Portfolio turnover rate                          57%             89%       129%       113%            95% 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
Net assets end of period 
  (thousands)                               $11,211         $11,795    $12,831    $13,096         $1,987 
- -----------------------------------      ---------------      ------      -----      -----     --------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.47%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 27 

Keystone Massachusetts Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months                               February 4, 1994 
                                                      Ended                                  (Commencement of 
                                                  September 30,      Year Ended March 31,     Operations) to
                                                       1996            1996       1995        March 31, 1994 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
                                                   (Unaudited) 
<S>                                                   <C>             <C>        <C>              <C>    
Net asset value beginning of period                   $ 9.29          $ 9.19     $ 9.17           $10.00 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Income from investment operations: 
Net investment income                                   0.24            0.51       0.53             0.08 
Net realized and unrealized gain (loss) on 
  investments and closed futures contracts             (0.08)           0.09       0.02            (0.82) 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Total from investment operations                        0.16            0.60       0.55            (0.74) 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Less distributions from: 
Net investment income                                  (0.25)          (0.48)     (0.53)           (0.08) 
In excess of net investment income                         0           (0.02)         0            (0.01) 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Total distributions                                    (0.25)          (0.50)     (0.53)           (0.09) 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Net asset value end of period                         $ 9.20          $ 9.29     $ 9.19           $ 9.17 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Total return (c)                                        1.80%           6.64%      6.23%           (7.40%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                         0.76%(a)(b)     0.75%(b)   0.46%            0.35%(a) 
 Total expenses excluding reimbursement                 1.73%(a)        1.59%      1.93%            3.22%(a) 
 Net investment income                                  5.26%(a)        5.36%      5.90%            5.07%(a) 
Portfolio turnover rate                                   74%            165%        77%               7% 
 --------------------------------------------     ---------------      ------      ------      --------------- 
Net assets end of period (thousands)                  $1,909          $1,786     $1,974           $1,472 
 --------------------------------------------     ---------------      ------      ------      --------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 0.75% and 0.74%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 28 

Keystone Massachusetts Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months                               February 4, 1994 
                                                      Ended                                  (Commencement of
                                                  September 30,      Year Ended March 31,     Operations) to  
                                                       1996            1996       1995        March 31, 1994 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
                                                   (Unaudited) 
<S>                                                   <C>             <C>        <C>              <C>    
Net asset value beginning of period                   $ 9.22          $ 9.15     $ 9.19           $10.00 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Income from investment operations: 
Net investment income                                   0.21            0.43       0.48             0.08 
Net realized and unrealized gain (loss) on 
 investments and closed futures contracts              (0.08)           0.09      (0.01)           (0.80) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total from investment operations                        0.13            0.52       0.47            (0.72) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Less distributions from: 
Net investment income                                  (0.22)          (0.43)     (0.47)           (0.07) 
In excess of net investment income                         0           (0.02)     (0.04)           (0.02) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total distributions                                    (0.22)          (0.45)     (0.51)           (0.09) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net asset value end of period                         $ 9.13          $ 9.22     $ 9.15           $ 9.19 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total return (c)                                        1.41%           5.77%      5.41%           (7.20%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                         1.50%(a)(b)     1.49%(b)   1.24%            1.10%(a) 
 Total expenses excluding reimbursement                 2.50%(a)        2.38%      2.68%            4.60%(a) 
 Net investment income                                  4.52%(a)        4.60%      5.15%            3.23%(a) 
Portfolio turnover rate                                   74%            165%        77%               7% 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net assets end of period (thousands)                  $7,429          $7,274     $6,169           $1,817 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.48%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 29 

Keystone Massachusetts Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months                               February 4, 1994 
                                                      Ended                                  (Commencement of 
                                                  September 30,      Year Ended March 31,     Operations) to  
                                                       1996            1996       1995        March 31, 1994 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
                                                   (Unaudited) 
<S>                                                   <C>             <C>        <C>              <C>    
Net asset value beginning of period                   $ 9.22          $ 9.14     $ 9.19           $10.00 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Income from investment operations: 
Net investment income                                   0.20            0.43       0.48             0.08 
Net realized and unrealized gain (loss) on 
 investments and closed futures contracts              (0.07)           0.10      (0.02)           (0.80) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total from investment operations                        0.13            0.53       0.46            (0.72) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Less distributions from: 
Net investment income                                  (0.22)          (0.43)     (0.47)           (0.07) 
In excess of net investment income                         0           (0.02)     (0.04)           (0.02) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total distributions                                    (0.22)          (0.45)     (0.51)           (0.09) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net asset value end of period                         $ 9.13          $ 9.22     $ 9.14           $ 9.19 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total return (c)                                        1.41%           5.89%      5.20%           (7.21%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                         1.51%(a)(b)     1.49%(b)   1.23%            1.10%(a) 
 Total expenses excluding reimbursement                 2.50%(a)        2.39%      2.68%            4.91%(a) 
 Net investment income                                  4.52%(a)        4.60%      5.11%            4.28%(a) 
Portfolio turnover rate                                   74%            165%        77%               7% 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net assets end of period (thousands)                  $2,195          $2,303     $1,971           $  369 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.48%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 30 

Keystone New York Insured Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS A SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months                               February 4, 1994 
                                                      Ended                                  (Commencement of
                                                  September 30,      Year Ended March 31,     Operations) to  
                                                       1996            1996       1995        March 31, 1994 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
                                                   (Unaudited) 
<S>                                                   <C>             <C>        <C>              <C>    
Net asset value beginning of period                   $ 9.67          $ 9.44     $ 9.32           $10.00 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Income from investment operations: 
Net investment income                                   0.25            0.48       0.52             0.09 
Net realized and unrealized gain (loss) on 
 investments and closed futures contracts                  0            0.24       0.12            (0.68) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total from investment operations                        0.25            0.72       0.64            (0.59) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Less distributions from: 
Net investment income                                  (0.25)          (0.47)     (0.52)           (0.08) 
In excess of net investment income                         0           (0.02)         0            (0.01) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total distributions                                    (0.25)          (0.49)     (0.52)           (0.09) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net asset value end of period                         $ 9.67          $ 9.67     $ 9.44           $ 9.32 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total return (c)                                        2.59%           7.73%      7.08%           (5.91%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                         0.76%(a)(b)     0.75%(b)   0.50%            0.35%(a) 
 Total expenses excluding reimbursement                 1.29%(a)        1.31%      1.59%            4.44%(a) 
 Net investment income                                  5.03%(a)        4.95%      5.48%            3.85%(a) 
Portfolio turnover rate                                   40%             53%        77%              14% 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net assets end of period (thousands)                  $4,085          $3,947     $3,323           $  680 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 0.75% and 0.74%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 31 

Keystone New York Insured Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months                               February 4, 1994 
                                                      Ended                                  (Commencement of
                                                  September 30,      Year Ended March 31,     Operations) to 
                                                       1996            1996       1995        March 31, 1994 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
                                                   (Unaudited) 
<S>                                                  <C>             <C>         <C>              <C>    
Net asset value beginning of period                  $  9.59         $  9.38     $  9.32          $10.00 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Income from investment operations: 
Net investment income                                   0.21            0.41        0.47            0.08 
Net realized and unrealized gain (loss) on 
 investments and closed futures contracts                  0            0.24        0.09           (0.67) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total from investment operations                        0.21            0.65        0.56           (0.59) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Less distributions from: 
Net investment income                                  (0.21)          (0.42)      (0.45)          (0.06) 
In excess of net investment income                         0           (0.02)      (0.05)          (0.03) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total distributions                                    (0.21)          (0.44)      (0.50)          (0.09) 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net asset value end of period                        $  9.59         $  9.59     $  9.38          $ 9.32 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Total return (c)                                        2.23%           7.02%       6.28%          (5.91%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                         1.51%(a)(b)     1.50%(b)    1.25%           1.10%(a) 
 Total expenses excluding reimbursement                 2.04%(a)        2.05%       2.35%           5.60%(a) 
 Net investment income                                  4.28%(a)        4.19%       4.78%           3.01%(a) 
Portfolio turnover rate                                   40%             53%         77%             14% 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
Net assets end of period (thousands)                 $18,412         $17,151     $11,907          $2,276 
 --------------------------------------------   -----------------   --------    --------    ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.48%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 32 

Keystone New York Insured Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                                    Six Months                               February 4, 1994 
                                                      Ended                                  (Commencement of
                                                  September 30,      Year Ended March 31,     Operations) to 
                                                       1996            1996        1995       March 31, 1994 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
                                                   (Unaudited) 
<S>                                                   <C>             <C>         <C>             <C>    
Net asset value beginning of period                   $ 9.58          $ 9.37      $ 9.31          $10.00 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Income from investment operations: 
Net investment income                                   0.20            0.41        0.48            0.07 
Net realized and unrealized gain (loss) on 
 investments and closed futures contracts               0.01            0.24        0.07           (0.67) 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Total from investment operations                        0.21            0.65        0.55           (0.60) 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Less distributions from: 
Net investment income                                  (0.21)          (0.42)      (0.46)          (0.07) 
In excess of net investment income                         0           (0.02)      (0.03)          (0.02) 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Total distributions                                    (0.21)          (0.44)      (0.49)          (0.09) 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Net asset value end of period                         $ 9.58          $ 9.58      $ 9.37          $ 9.31 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Total return (c)                                        2.23%           7.02%       6.18%          (6.02%) 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                         1.51%(a)(b)     1.50%(b)    1.26%           1.10%(a) 
 Total expenses excluding reimbursement                 2.01%(a)        2.07%       2.32%           5.13%(a) 
 Net investment income                                  4.28%(a)        4.24%       4.88%           3.71%(a) 
Portfolio turnover rate                                   40%             53%         77%             14% 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
Net assets end of period (thousands)                  $2,208          $2,296      $2,890          $  255 
 --------------------------------------------   -----------------    --------    --------   ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.48%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 33 

Keystone Pennsylvania Tax Free Fund 

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

<TABLE>
<CAPTION>
                                          Six Months 
                                             Ended      
                                         September 30,                     Year Ended March 31,
                                             1996            1996        1995      1994       1993       1992 
- -----------------------------------    -----------------   --------    -------    -------   -------     ------- 
                                          (Unaudited) 
<S>                                         <C>             <C>        <C>        <C>        <C>        <C>     
Net asset value beginning of period         $ 11.15         $ 10.91    $ 11.01    $ 11.42    $ 10.71    $ 10.25 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Income from investment operations: 
Net investment income                          0.30            0.60       0.61       0.62       0.63       0.74 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                               0            0.23      (0.09)     (0.30)      0.75       0.46 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Total from investment operations               0.30            0.83       0.52       0.32       1.38       1.20 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Less distributions from: 
Net investment income                         (0.29)          (0.57)     (0.61)     (0.62)     (0.63)     (0.74) 
In excess of net investment income                0           (0.02)     (0.01)     (0.04)     (0.02)         0 
Net realized gain on investments                  0               0          0      (0.06)     (0.02)         0 
In excess of net realized gain on 
  investments                                     0               0          0      (0.01)         0          0 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Total distributions                           (0.29)          (0.59)     (0.62)     (0.73)     (0.67)     (0.74) 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Net asset value, end of period              $ 11.16         $ 11.15    $ 10.91    $ 11.01    $ 11.42    $ 10.71 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Total return (c)                               2.78%           7.66%      4.91%      2.58%     13.30%     12.07% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                0.76%(a)(b)     0.76%(b)   0.75%      0.75%      0.68%      0.65% 
 Total expenses excluding 
  reimbursement                                1.02%(a)        0.99%      1.05%      1.06%      1.16%      1.68% 
 Net investment income                         5.35%(a)        5.29%      5.65%      5.27%      5.66%      6.92% 
Portfolio turnover rate                          50%             55%        97%        37%        20%        13% 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
Net assets end of period 
  (thousands)                               $27,002         $28,710    $30,450    $30,560    $35,502    $12,914 
- -----------------------------------      ---------------      ------      -----      -----     -----     ------ 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 0.75% and 0.75%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 34 

Keystone Pennsylvania Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS B SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                          Six Months                                          February 1, 1993 
                                             Ended                                            (Date of Initial  
                                         September 30,          Year Ended March 31,        Public Offering) to
                                             1996            1996        1995      1994        March 31, 1993 
- -----------------------------------    -----------------   --------    -------    -------   ------------------- 
                                          (Unaudited) 
<S>                                         <C>             <C>        <C>        <C>              <C>    
Net asset value beginning of period         $ 11.00         $ 10.81    $ 10.98    $ 11.42          $11.20 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Income from investment operations: 
Net investment income                          0.25            0.51       0.54       0.56            0.08 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                            0.02            0.22      (0.10)     (0.34)           0.24 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Total from investment operations               0.27            0.73       0.44       0.22            0.32 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Less distributions from: 
Net investment income                         (0.25)          (0.52)     (0.53)     (0.52)          (0.08) 
In excess of net investment income                0           (0.02)     (0.08)     (0.07)          (0.02) 
Net realized gain on investments                  0               0          0      (0.03)              0 
In excess of net realized gain on 
  investments                                     0               0          0      (0.04)              0 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Total distributions                           (0.25)          (0.54)     (0.61)     (0.66)          (0.10) 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Net asset value, end of period              $ 11.02         $ 11.00    $ 10.81    $ 10.98          $11.42 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Total return (c)                               2.50%           6.84%      4.15%      1.70%           2.82% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                                1.51%(a)(b)     1.48%(b)   1.50%      1.50%           1.50%(a) 
 Total expenses excluding 
  reimbursement                                1.77%(a)        1.74%      1.80%      1.81%           1.69%(a) 
 Net investment income                         4.60%(a)        4.55%      4.89%      4.32%           3.44%(a) 
Portfolio turnover rate                          50%             55%        97%        37%             20% 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
Net assets end of period 
  (thousands)                               $38,648         $37,719    $30,657    $21,958          $2,543 
- -----------------------------------      ---------------      ------      -----      -----    ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratios 
    would have been 1.50% and 1.47%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 35 

Keystone Pennsylvania Tax Free Fund 

FINANCIAL HIGHLIGHTS--CLASS C SHARES 
(For a share outstanding throughout each period) 
<TABLE>
<CAPTION>
                                          Six Months                                        February 1, 1993 
                                             Ended                                          (Date of Initial  
                                         September 30,         Year Ended March 31,       Public Offering) to
                                             1996            1996       1995      1994       March 31, 1993 
- -----------------------------------    -----------------   --------    ------    ------   ------------------- 
                                          (Unaudited) 
<S>                                         <C>             <C>        <C>       <C>             <C>    
Net asset value beginning of period         $11.03          $10.83     $11.00    $11.42          $11.20 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Income from investment operations: 
Net investment income                         0.24            0.51       0.53      0.54            0.07 
Net realized and unrealized gain 
  (loss) on investments and closed 
  futures contracts                           0.03            0.23      (0.10)    (0.32)           0.24 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Total from investment operations              0.27            0.74       0.43      0.22            0.31 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Less distributions from: 
Net investment income                        (0.25)          (0.52)     (0.53)    (0.52)          (0.07) 
In excess of net investment income               0           (0.02)     (0.07)    (0.05)          (0.02) 
Net realized gain on investments                 0               0          0     (0.03)              0 
In excess of net realized gain on 
  investments                                    0               0          0     (0.04)              0 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Total distributions                          (0.25)          (0.54)     (0.60)    (0.64)          (0.09) 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Net asset value, end of period              $11.05          $11.03     $10.83    $11.00          $11.42 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Total return (c)                              2.49%           6.92%      4.05%     1.78%           2.81% 
Ratios/supplemental data 
Ratios to average net assets: 
 Total expenses                               1.51%(a)(b)     1.48%(b)   1.50%     1.50%           1.50%(a) 
 Total expenses excluding 
  reimbursement                               1.77%(a)        1.74%      1.80%     1.90%           1.60%(a) 
 Net investment income                        4.61%(a)        4.57%      4.90%     4.33%           2.50%(a) 
Portfolio turnover rate                         50%             55%        97%       37%             20% 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
Net assets end of period 
  (thousands)                               $8,169          $9,675     $9,559    $9,385          $  952 
- -----------------------------------      ---------------      ------     ----     ----      ----------------- 
</TABLE>

(a) Annualized. 
(b) Ratio of total expenses to average net assets for the six months ended 
    September 30, 1996 and the year ended March 31, 1996 includes indirectly 
    paid expenses; excluding indirectly paid expenses, the expense ratio 
    would have been 1.50% and 1.47%, respectively. 
(c) Excluding applicable sales charges. 

See Notes to Financial Statements. 

<PAGE> 

PAGE 36 

Keystone State Tax Free Fund 

STATEMENTS OF ASSETS AND LIABILITIES 
September 30, 1996 
(Unaudited)
<TABLE>
<CAPTION>
                                                                            New York 
                                          Florida       Massachusetts        Insured        Pennsylvania 
                                       Tax Free Fund    Tax Free Fund     Tax Free Fund     Tax Free Fund 
- -----------------------------------     -------------    -------------    -------------    --------------- 
<S>                                     <C>              <C>               <C>               <C>         
Assets 
  Investments at market value 
    (identified cost--$93,725,859, 
    $11,491,968, $23,530,957 and 
    $71,854,831, respectively)          $96,876,504      $11,730,301       $24,473,873       $74,363,352 
  Cash                                        1,987            4,049                10             4,100 
  Receivable for: 
   Investments sold                       1,019,317                0                 0         1,110,798 
   Fund shares sold                          10,000                0             8,448                 0 
   Interest                               2,019,839          148,141           331,129         1,141,092 
  Due from Investment Adviser                14,888            8,690             9,167            14,291 
  Unamortized organization expenses               0            5,595             1,475                 0 
  Prepaid expenses and other assets           2,262              150               270             1,604 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Total assets                          99,944,797       11,896,926        24,824,372        76,635,237 
   ---------------------------------      ----------        ----------       ----------        ----------- 
Liabilities 
  Payable for: 
   Investments purchased                  1,004,951          305,250                 0         2,472,223 
   Fund shares redeemed                      74,501                0             4,946            21,235 
   Distributions to shareholders            401,133           45,705            92,132           291,469 
  Distribution fee payable                    5,824              149             1,439             2,048 
  Due to related parties                      2,242            1,317             2,507             6,624 
  Other accrued expenses                     13,525           11,865            17,711            21,784 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Total liabilities                      1,502,176          364,286           118,735         2,815,383 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net assets                            $98,442,621      $11,532,640       $24,705,637       $73,819,854 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net assets represented by 
   Paid-in capital                      $99,545,698      $11,712,105       $24,109,623       $74,040,673 
   Accumulated distributions in 
    excess of net  investment 
    income                                 (482,928)         (15,962)          (51,931)         (214,167) 
   Accumulated net realized loss on 
    investments                          (3,770,794)        (401,836)         (294,971)       (2,515,173) 
   Net unrealized appreciation on 
    investments                           3,150,645          238,333           942,916         2,508,521 
   ---------------------------------      ----------        ----------       ----------        ----------- 
    Total net assets                    $98,442,621      $11,532,640       $24,705,637       $73,819,854 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net assets consists of 
   Class A                              $34,271,322      $ 1,908,558       $ 4,085,325       $27,002,343 
   Class B                               52,960,563        7,429,124        18,412,361        38,648,318 
   Class C                               11,210,736        2,194,958         2,207,951         8,169,193 
   ---------------------------------      ----------        ----------       ----------        ----------- 
                                        $98,442,621      $11,532,640       $24,705,637       $73,819,854 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Shares outstanding (Note 2) 
   Class A                                3,262,649          207,514           422,303         2,418,762 
   Class B                                5,100,921          813,305         1,920,654         3,508,440 
   Class C                                1,077,851          240,495           230,375           739,505 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net asset value per share 
   Class A                                   $10.50            $9.20             $9.67            $11.16 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Class A--Offering price (based 
    on sales charge of 4.75%)                $11.02            $9.66            $10.15            $11.72 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Class B                                   $10.38            $9.13             $9.59            $11.02 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Class C                                   $10.40            $9.13             $9.58            $11.05 
   ---------------------------------      ----------        ----------       ----------        ----------- 
</TABLE>

See Notes to Financial Statements. 

<PAGE> 

PAGE 37 

Keystone State Tax Free Fund 

STATEMENTS OF OPERATIONS 
Six months ended September 30, 1996 
(Unaudited) 

<TABLE>
<CAPTION>
                                                                            New York 
                                          Florida       Massachusetts        Insured        Pennsylvania 
                                       Tax Free Fund    Tax Free Fund     Tax Free Fund     Tax Free Fund 
- -----------------------------------     -------------    -------------    -------------    --------------- 
<S>                                     <C>               <C>               <C>              <C>        
Investment income 
  Interest                              $ 3,053,130       $ 339,961         $ 692,346        $2,274,816 
Expenses (Notes 4, 5 and 6) 
  Management fee                            262,960          30,996            65,742           198,586 
  Transfer agent fees                        54,308           7,532            16,160            55,616 
  Custodian fees                             34,422          14,056            18,133            32,037 
  Accounting                                 12,009          11,460            11,263            11,316 
  Auditing                                    5,270           6,342             6,036             6,140 
  Legal                                       4,345           4,561             5,651             8,766 
  Printing                                    5,895           6,575             6,564             5,737 
  Registration fees                           8,461           6,165             4,983             3,740 
  Amortization of organization 
    expenses                                      0           1,154               304                 0 
  Distribution Plan expenses                317,377          43,859            92,754           230,012 
  Other expenses                              3,694           1,499             1,456             3,994 
  Reimbursement from Investment 
    Adviser                                 (85,511)        (55,953)          (63,085)          (98,662) 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Total expenses                           623,230          78,246           165,961           457,282 
  Less: Indirectly paid expenses             (4,137)           (465)           (1,421)           (3,602) 
   ---------------------------------      ----------        ----------       ----------        ----------- 
   Net expenses                             619,093          77,781           164,540           453,680 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net investment income                   2,434,037         262,180           527,806         1,821,136 
   ---------------------------------      ----------        ----------       ----------        ----------- 
Net realized and unrealized gain 
 (loss) on investments  and closed 
 futures contracts (Note 3) 
  Realized gain (loss) on: 
   Investments                           (1,432,050)       (243,460)         (108,925)          221,572 
   Closed futures contracts                (118,494)        (41,328)          (94,601)         (442,656) 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net realized loss on investments 
    and closed 
    futures contracts                    (1,550,544)       (284,788)         (203,526)         (221,084) 
  Net change in unrealized 
    appreciation on investments             645,888         191,409           230,249           281,809 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net realized and unrealized gain 
    (loss) on investments and 
    closed futures contracts               (904,656)        (93,379)           26,723            60,725 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net increase in net assets 
    resulting from operations           $ 1,529,381       $ 168,801         $ 554,529        $1,881,861 
   ---------------------------------      ----------        ----------       ----------        ----------- 
</TABLE>

See Notes to Financial Statements. 

<PAGE> 

PAGE 38 

Keystone State Tax Free Fund 

STATEMENTS OF CHANGES IN NET ASSETS 
Six months ended September 30, 1996 
(Unaudited) 

<TABLE>
<CAPTION>
                                                                            New York 
                                          Florida       Massachusetts        Insured        Pennsylvania 
                                       Tax Free Fund    Tax Free Fund     Tax Free Fund     Tax Free Fund 
- -----------------------------------     -------------    -------------    -------------    --------------- 
<S>                                     <C>              <C>               <C>               <C>
Operations 
  Net investment income                 $  2,434,037     $   262,180       $   527,806       $ 1,821,136 
  Net realized loss on investments 
    and closed futures contracts          (1,550,544)       (284,788)         (203,526)         (221,084) 
  Net change in unrealized 
    appreciation on investments              645,888         191,409           230,249           281,809 
   ---------------------------------      ----------        ----------       ----------        ----------- 
    Net increase in net assets 
     resulting from operations             1,529,381         168,801           554,529         1,881,861 
   ---------------------------------      ----------        ----------       ----------        ----------- 
Distributions to shareholders from (Note 1) 
  Net investment income: 
   Class A                                  (955,728)        (49,856)         (100,912)         (741,534) 
   Class B                                (1,259,758)       (172,392)         (392,622)         (869,905) 
   Class C                                  (265,349)        (53,022)          (48,300)         (196,653)
   ---------------------------------      ----------        ----------       ----------        ----------- 
    Total distributions to 
     shareholders                         (2,480,835)       (275,270)         (541,834)       (1,808,092) 
   ---------------------------------      ----------        ----------       ----------        ----------- 
Capital share transactions (Note 2) 
  Proceeds from shares sold: 
   Class A                                   887,480         252,475           480,395           802,095 
   Class B                                 2,374,430         346,649         2,411,997         3,201,490 
   Class C                                   295,216           2,844            69,498           782,350 
  Payment for shares redeemed: 
   Class A                                (3,808,572)       (139,671)         (398,270)       (2,915,239) 
   Class B                                (3,812,452)       (229,142)       (1,407,355)       (2,836,004) 
   Class C                                  (873,563)       (118,942)         (192,516)       (2,435,946) 
  Net asset value of shares issued 
    in reinvestment 
    of distributions: 
   Class A                                   259,416          24,616            56,035           388,044 
   Class B                                   458,071         105,448           241,729           508,477 
   Class C                                   100,065          31,511            36,909           146,748 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  Net increase (decrease) in net 
    assets resulting from capital 
    share transactions                    (4,119,909)        275,788         1,298,422        (2,357,985) 
   ---------------------------------      ----------        ----------       ----------        ----------- 
    Total increase (decrease) in 
     net assets                           (5,071,363)        169,319         1,311,117        (2,284,216) 
Net assets 
  Beginning of period                    103,513,984      11,363,321        23,394,520        76,104,070 
   ---------------------------------      ----------        ----------       ----------        ----------- 
  End of period                         $ 98,442,621     $11,532,640       $24,705,637       $73,819,854 
   ---------------------------------      ----------        ----------       ----------        ----------- 
Accumulated distributions in excess 
 of net investment  income                 ($482,928)       ($15,962)         ($51,931)        ($214,167) 
   ---------------------------------      ----------        ----------       ----------        ----------- 
</TABLE>

See Notes to Financial Statements. 

<PAGE> 

PAGE 39 

Keystone State Tax Free Fund 

STATEMENTS OF CHANGES IN NET ASSETS 
Year ended March 31, 1996 

<TABLE>
<CAPTION>
                                                                            New York 
                                          Florida       Massachusetts        Insured        Pennsylvania 
                                       Tax Free Fund    Tax Free Fund     Tax Free 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 40 

Keystone State Tax Free Fund 

NOTES TO FINANCIAL STATEMENTS (unaudited) 

(1.) Significant Accounting Policies 

Keystone State Tax Free Fund (the "FUND") is a Massachusetts business trust 
for which Keystone Investment Management Company ("Keystone") is the 
Investment Adviser and Manager. Keystone is a wholly-owned subsidiary of 
Keystone Investments, Inc. ("KII"). The Fund is registered under the 
Investment Company Act of 1940, as amended (the "1940 Act"), as a 
non-diversified, open-end investment company. The FUND currently offers 
shares of four separate series evidencing interests in different portfolios 
of securities (individually a "Fund", collectively the "Funds"). These 
financial statements include 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"). Each Fund currently offers 
several classes of shares. The Funds seek the highest possible current income 
exempt from federal income taxes, while preserving capital. 

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

A. Valuation of Securities 

Securities held by the Funds are valued by an independent pricing service. In 
determining value for normal institutional-size transactions, the pricing 
service uses methods based on market transactions for comparable securities 
and various relationships between securities which are generally recognized 
by institutional traders. Securities for which valuations are not available 
from an independent pricing service (including restricted securities) are 
valued at fair value as determined in good faith according to procedures 
established by the Board of Trustees. 

  Short-term investments with remaining maturities of 60 days or less are 
carried at amortized cost, which approximates market value. Short-term 
securities with greater than 60 days to maturity are valued at 
market value. 

B. Futures Contracts 

In order to gain exposure to or protect against changes in security values, 
the Funds may buy and sell futures contracts. 

  The initial margin deposited with a broker when entering into a futures 
transaction is subsequently adjusted by daily payments or receipts as the 
value of the contract changes. Such changes are recorded as unrealized gains 
or losses. Realized gains or losses are recognized on closing the contract. 

  Risks of entering into futures contracts include (i) the possibility of an 
illiquid market for the contract, (ii) the possibility that a change in the 
value of the contract may not correlate with changes in the value of the 
underlying instrument or index, and (iii) the credit risk that the other 
party will not fulfill their obligations under the contract. Futures 
contracts also involve elements of market risk in excess of the amount 
reflected in the statement of assets and liabilities. 

C. Security Transactions and Investment Income 

Securities transactions are accounted for no later than one business day 
after the trade date. Realized gains and losses are computed on the 
identified cost basis. Interest income is recorded on the accrual basis and 
includes amortization of discounts and premiums. 

<PAGE> 

PAGE 41 

D. Organization Expenses 

For the Massachusetts Fund and the New York Fund, organization expenses are 
amortized to operations over a five-year period on a straight-line basis. In 
the event any of the initial shares of the Funds are redeemed by Keystone 
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. 

E. Federal Income Taxes 

Each Fund has qualified and intend to qualify in the future as a regulated 
investment company under the Internal Revenue Code of 1986, as amended (the 
"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 also intends to avoid excise 
tax liability by making the required distributions under the Code. 
Accordingly, no provision for federal income taxes is required. 

F. Distributions 

Each Fund declares dividends from net investment income daily and distributes 
such dividends monthly and declares net capital gains, if any, at least 
annually. Distributions to shareholders are recorded at the close of business 
on the ex-dividend date. 

  Income and capital gains distributions to shareholders are determined in 
accordance with income tax regulations, which may differ from generally 
accepted accounting principles. These differences are primarily due to the 
deferral of losses for income tax purposes that have been recognized for 
financial statement purposes. 

G. Class Allocations 

Class A shares are offered at a public offering price which includes 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 that is payable upon 
redemption and decreases depending on how long the shares have been held. 
Class B shares purchased on or after June 1, 1995 that have been outstanding 
for eight years will automatically convert to Class A shares. Class B shares 
purchased prior to June 1, 1995 that have been outstanding for seven years 
will automatically convert to Class A shares. Class C shares are sold subject 
to a contingent deferred sales charge payable on shares redeemed within one 
year of purchase. 

  Income, expenses (other than class specific expenses) and realized and 
unrealized gains and losses are prorated among the classes based on the 
relative net assets of each class. Currently, class specific expenses are 
limited to expenses incurred under the Distribution Plans for each class. 

(2.) Capital Share Transactions 

The Fund's Declaration of Trust authorizes the issuance of an unlimited 
number of shares of beneficial interest with no par value. Shares of 
beneficial interest of each Fund are currently divided into Class A, Class B 
and Class C. Transactions in shares of each Fund were as follows: 

<PAGE> 

PAGE 42 

Keystone State Tax Free Fund 

                             Six Months         Year 
                                Ended           Ended 
Florida Fund                September 30,     March 31, 
Class A                         1996            1996 
- ------------------------    -------------    ----------- 
Shares sold                     84,537          247,533 
Shares redeemed               (364,773)        (873,200) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 24,791           53,198 
- ------------------------      -----------      --------- 
Net decrease                  (255,445)        (572,469) 
- ------------------------      -----------      --------- 
Class B 
Shares sold                    230,434        1,027,017 
Shares redeemed               (368,835)        (918,380) 
Shares issued in 
  reinvestment of 
  dividends and 
  distribution                  44,281           98,392 
- ------------------------      -----------      --------- 
Net increase (decrease)        (94,120)         207,029 
- ------------------------      -----------      --------- 
Class C 
Shares sold                     28,762           92,047 
Shares redeemed                (84,265)        (244,752) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                  9,652           25,773 
- ------------------------      -----------      --------- 
Net decrease                   (45,851)        (126,932) 
- ------------------------      -----------      --------- 




                             Six Months         Year 
                                Ended           Ended 
Massachusetts Fund          September 30,     March 31, 
Class A                         1996            1996 
- ------------------------    -------------    ----------- 
Shares sold                     27,720          77,233 
Shares redeemed                (15,237)       (106,698) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                  2,693           6,900 
- ------------------------      -----------      --------- 
Net increase (decrease)         15,176         (22,565) 
- ------------------------      -----------      --------- 
Class B 
Shares sold                     38,305         170,546 
Shares redeemed                (25,337)        (78,313) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 11,613          22,195 
- ------------------------      -----------      --------- 
Net increase                    24,581         114,428 
- ------------------------      -----------      --------- 
Class C 
Shares sold                        315          48,902 
Shares redeemed                (13,196)        (21,034) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                  3,471           6,401 
- ------------------------      -----------      --------- 
Net increase (decrease)         (9,410)         34,269 
- ------------------------      -----------      --------- 

<PAGE> 

PAGE 43 

                             Six Months         Year 
                                Ended           Ended 
New York Fund               September 30,     March 31, 
Class A                         1996            1996 
- ------------------------    -------------    ----------- 
Shares sold                     49,986         107,459 
Shares redeemed                (41,611)        (63,070) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                  5,838          11,515 
- ------------------------      -----------     --------- 
Net increase                    14,213          55,904 
- ------------------------      -----------     --------- 
Class B 
Shares sold                    254,270         658,066 
Shares redeemed               (148,151)       (182,936) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 25,411          44,023 
- ------------------------      -----------     --------- 
Net increase                   131,530         519,153 
- ------------------------      -----------     --------- 
Class C 
Shares sold                      7,329          77,987 
Shares redeemed                (20,384)       (155,157) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                  3,881           8,359 
- ------------------------      -----------     --------- 
Net decrease                    (9,174)        (68,811) 
- ------------------------      -----------     --------- 




                             Six Months         Year 
                                Ended           Ended 
Pennsylvania Fund           September 30,     March 31, 
Class A                         1996            1996 
- ------------------------    -------------    ----------- 
Shares sold                     72,768         162,995 
Shares redeemed               (264,266)       (455,676) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 35,085          76,584 
- ------------------------      -----------     --------- 
Net decrease                  (156,413)       (216,097) 
- ------------------------      -----------     --------- 
Class B 
Shares sold                    293,521         844,393 
Shares redeemed               (260,022)       (343,491) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 46,604          90,532 
- ------------------------      -----------     --------- 
Net increase                    80,103         591,434 
- ------------------------      -----------     --------- 
Class C 
Shares sold                     71,692         136,525 
Shares redeemed               (222,597)       (173,811) 
Shares issued in 
  reinvestment of 
  dividends and 
  distributions                 13,409          31,980 
- ------------------------      -----------     --------- 
Net decrease                  (137,496)         (5,306) 
- ------------------------      -----------     --------- 

<PAGE> 

PAGE 44 

Keystone State Tax Free Fund 

(3.) Securities Transactions 

Cost of purchases and proceeds from sales of investment securities (excluding 
short-term securities) for the six months ended September 30, 1996 were 
as follows: 

                        Cost of         Proceeds 
                       Purchases       from Sales 
                       -----------   ------------- 
Florida Fund          $56,055,099     $60,262,054 
Massachusetts Fund      8,551,005       8,236,896 
New York Fund          10,509,052       9,290,690 
Pennsylvania Fund      36,876,280      39,521,884 

  As of March 31, 1996 the Funds had approximate capital loss carryovers for 
federal tax purposes as follows: 

                                    Florida Fund 
                           --------------------- 
Capital Loss Carryover                $1,845,000 
Expires 2002                           1,845,000 

                              Massachusetts Fund 
                           --------------------- 
Capital Loss Carryover                  $117,000 
Expires 2002                             117,000 

                                   New York Fund 
                           --------------------- 
Capital Loss Carryover                   $72,000 
Expires 2002                               1,000 
Expires 2003                              71,000 

                               Pennsylvania Fund 
                           --------------------- 
Capital Loss Carryover                $2,294,000 
Expires 2002                           1,503,000 
Expires 2003                             791,000 


(4.) Distribution Plans 

Each Fund bears some of the costs of selling its shares under Distribution 
Plans adopted for its Class A, B and C pursuant to Rule 12b-1 under the 1940 
Act. Under the Distribution Plans, the Fund pays its principal underwriter, 
Keystone Investment Distributors Company ("KIDC"), a wholly-owned subsidiary 
of Keystone, amounts which are calculated and paid daily. 

  The Class A Distribution Plan provides for expenditures, which are currently 
limited to 0.15% annually of the average daily net assets of the Class A 
shares, to pay expenses related to the distribution of Class A shares. 

  Pursuant to each Fund's Class B and Class C Distribution Plans, the Funds 
pay a distribution fee which currently may not exceed 0.90% of the average 
daily net assets of Class B and Class C shares, respectively. Of that amount, 
0.75% is used to pay distribution expenses and 0.15% is used to pay service 
fees. 

  During the six months ended September 30, 1996 amounts paid to KIDC pursuant 
to each Fund's Class A, Class B, and Class C Distribution Plans were as 
follows: 
                                               Florida Fund 
                                      --------------------- 
Class A                                             $25,577 
Class B prior to June 1, 1995                       198,368 
Class B on or after June l, 1995                     42,556 
Class C                                              50,876 

                                         Massachusetts Fund 
                                      --------------------- 
Class A                                              $1,278 
Class B prior to June 1, 1995                        25,878 
Class B on or after June l, 1995                      6,693 
Class C                                              10,010 

                                              New York Fund 
                                      --------------------- 
Class A                                              $2,885 
Class B prior to June 1, 1995                        54,038 
Class B on or after June l, 1995                     25,990 
Class C                                               9,841 

                                          Pennsylvania Fund 
                                      --------------------- 
Class A                                             $20,560 
Class B prior to June 1, 1995                       128,744 
Class B on or after June l, 1995                     42,087 
Class C                                              38,621 


  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 Plan, and subject to the discretion of the Independent Trustees, 
payments to KIDC may continue as compensation for services which had been 
earned while the Distribution Plan was in effect. 

<PAGE> 

PAGE 45 

  KIDC intends, but is not obligated, to continue to pay distribution costs 
that exceed the current annual payments from the Fund. KIDC intends to seek 
full payment of such distribution costs from the Fund at such time in the 
future as, and to the extent that, payment thereof by the Class B or Class C 
shares would be within permitted limits. 

  At September 30, 1996, total unpaid distribution costs for Class B shares 
were as follows: 
                                                         Florida Fund 
                                                --------------------- 
Shares purchased prior to June 1, 1995                     $2,840,323 
Shares purchased on or after June 1, 1995                     623,890 

                                                   Massachusetts Fund 
                                                --------------------- 
Shares purchased prior to June 1, 1995                       $353,232 
Shares purchased on or after June 1, 1995                      75,803 

                                                        New York Fund 
                                                --------------------- 
Shares purchased prior to June 1, 1995                       $709,537 
Shares purchased on or after June 1, 1995                     395,332 

                                                    Pennsylvania Fund 
                                                --------------------- 
Shares purchased prior to June 1, 1995                     $1,776,445 
Shares purchased on or after June 1, 1995                     658,617 

  At September 30, 1996, total unpaid distribution cost for Class C shares 
were as follows: 

Florida Fund           $1,325,162 
Massachusetts Fund        139,910 
New York Fund             219,317 
Pennsylvania Fund         826,032 

  Contingent deferred sales charges paid by redeeming shareholders are paid to 
KIDC. 

(5.) Investment Management Agreement and Other Affiliated Transactions 

Under the terms of the Investment Advisory and Management Agreement between 
Keystone and the FUND, Keystone provides investment management and 
administrative services to the Funds. In return, Keystone is paid a 
management fee that is 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 average daily net asset value 
of each Fund. 

  Keystone has voluntarily limited the expenses of Class A shares to 0.75% of 
its average daily net assets and has limited the expenses of Class B and C to 
1.50% of the average daily net assets of each respective class. For the six 
months ended September 30, 1996 Keystone reimbursed the Funds as follows: 

Florida Fund             $85,511 
Massachusetts Fund        55,953 
New York Fund             63,085 
Pennsylvania Fund         98,662 

  During the six months ended September 30, 1996, each Fund paid or accrued to 
Keystone for certain accounting services as follows: 

Florida Fund             $12,009 
Massachusetts Fund        11,460 
New York Fund             11,263 
Pennsylvania Fund         11,316 

  During the six months ended September 30, 1996, each Fund paid or accrued to 
Keystone Investor Resource Center, Inc., a wholly-owned subsidiary of 
Keystone, for services rendered as the Fund's transfer and dividend 
disbursing agent as follows: 

Florida Fund             $54,308 
Massachusetts Fund         7,532 
New York Fund             16,160 
Pennsylvania Fund         55,616 

  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 Fund receive no compensation for their services. 

<PAGE> 

PAGE 46 

Keystone State Tax Free Fund 

(6.) Expense Offset Arrangement 

The Funds have entered into an expense offset arrangement with its custodian. 
For the six months ended September 30, 1996, the Florida Fund, the 
Massachusetts Fund, the New York Fund and the Pennsylvania Fund incurred 
total custody fees in the amount of $34,422, $14,056, $18,133 and $32,037, 
respectively, and received a credit of $4,137, $465, $1,421 and $3,602, 
respectively, pursuant to this expense offset arrangement, resulting in a net 
custody expense of $30,285, $13,591, $16,712 and $28,435, respectively. The 
assets deposited with the custodian under this expense offset arrangement 
could have been invested in income-producing assets. 

(7.) Agreement and Plan of Acquisition 

On September 6, 1996, KII entered into an Agreement and Plan of Acquisition 
and Merger with First Union Corporation ("First Union") and First Union 
National Bank of North Carolina ("FUNB-NC") and certain other parties 
pursuant to which KII will be merged with and into a wholly-owned subsidiary 
of FUNB-NC. Subject to the receipt of required regulatory and shareholder 
approvals, the proposed merger is expected to take place in December 1996. 

<PAGE> 

PAGE 47 

                              Keystone's Services 
                               for Shareholders 

  KEYSTONE AUTOMATED RESPONSE LINE (KARL)--Receive up-to-date account 
information on your balance, last transaction and recent Fund distribution. 
You may also process transactions such as investments, redemptions and 
exchanges using a touch-tone telephone as well as receive quotes on price, 
yield, and total return of your Keystone Fund. Call toll-free, 
1-800-346-3858. 

  EASY ACCESS TO INFORMATION ON YOUR ACCOUNT--Information about your Keystone 
account is available 24 hours a day through KARL. To speak with a Shareholder 
Services representative about your account, call toll-free 1-800-343-2898 
between 8:00 A.M. and 6:00 P.M. Eastern time. Retirement Plan investors 
should call 1-800-247-4075. 

  ADDITIONS TO YOUR ACCOUNT--You can buy additional shares for your account at 
any time, with no minimum additional investment. 

  REINVESTMENT OF DISTRIBUTIONS--You can compound the return on your 
investment by automatically reinvesting your Fund's distributions at net 
asset value with no sales charge. 

  EXCHANGE PRIVILEGE--You may move your money among funds in the same Keystone 
family quickly and easily for a nominal service fee. KARL gives you the added 
ability to move your money any time of day, any day of the week. Keystone 
offers a variety of funds with different investment objectives for your 
changing investment needs. 

  ELECTRONIC FUNDS TRANSFER (EFT)-- Referred to as the "paper-less 
transaction," EFT allows you to take advantage of a variety of preauthorized 
account transactions, including automatic monthly investments and systematic 
monthly or quarterly withdrawals. EFT is a quick, safe and accurate way to 
move money between your bank account and your Keystone account. 

  CHECK WRITING--Shareholders of Keystone Liquid Trust may exercise the check 
writing privilege to draw from their accounts. 

  EASY REDEMPTION--KARL makes redemption services available to you 24 hours a 
day, every day of the year. The amount you receive may be more or less than 
your original account value depending on the value of fund shares at time of 
redemption. 

  RETIREMENT PLANS--Keystone offers a full range of retirement plans, 
including IRA, SEP-IRA, profit sharing, money purchase, and defined 
contribution plans. For more information, please call Retirement Plan 
Services, toll-free at 1-800-247-4075. 

  Keystone is committed to providing you with quality, responsive account 
service. We will do our best to assist you and your financial adviser in 
carrying out your investment plans. 

<PAGE> 



[wraparound cover]

                                KEYSTONE AMERICA
                                FAMILY OF FUNDS



                                    [DIAMOND]

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



[KEYSTONE LOGO]       KEYSTONE
                      INVESTMENTS

                      P.O. Box 2121
                      Boston, Massachusetts 02106-2121




STFF-R-11/96
9M                                                [RECYCLE LOGO]



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

                                 K E Y S T O N E



                                    [GRAPHIC
                                       OF
                             U.S. FLAG AND 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]

                                SEMIANNUAL REPORT
                               SEPTEMBER 30, 1996



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