December 9, 1996



VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549


Re:      Keystone Growth and Income Fund (S-1) (the "Fund")
         File Nos. 2-10661/811-98


Dear Sirs/Madams:

     Pursuant to Rule 497(j) under the Securities Act of 1933, as amended (the
"Act"), the Fund hereby certifies that (i) the form of prospectus and statement
of additional information that the Fund would have filed under Rule 497(c) under
the Act would not have differed from the prospectus and statement of additional
information contained in the Fund's most recent post-effective amendment
(Post-Effective Amendment No. 94 to Registration Statement No. 2-10661/811-98)
(the "Amendment"); and (ii) the text of the Amendment was filed electronically
via EDGAR on December 6, 1996.

     Please acknowledge receipt of this transmission by responding to the
CompuServe mailbox number provided.

     If you have any questions or would like further information, please call me
at (617) 338-3662.


                                           Very truly yours,

                                           KEYSTONE GROWTH AND INCOME FUND (S-1)

                                           /s/ Martin J. Wolin

                                           Martin J. Wolin
                                           Assistant Secretary