April 21, 1995



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


RE:      RULE 24F-2 NOTICE FOR KEYSTONE STRATEGIC DEVELOPMENT FUND
         (THE "FUND"); REGISTRATION STATEMENT NO. 33-82520/811-8694


Sirs and Madams:

         Pursuant to Rule 24f-2(b)(1)  under the Investment  Company Act of 1940
(the "Act"), you are hereby notified as follows:

    (i)           The  financial  period  of the Fund for which  this  Notice is
                  filed is the period beginning  October 13, 1994  (commencement
                  of operations) through fiscal year ended March 31, 1995.

    (ii)          The  number  of  shares  of  the  Fund  registered  under  the
                  Securities  Act of 1933 other than pursuant to Rule 24f-2 that
                  remained unsold at the beginning of such financial period: -0-

    (iii)         The  number  of  shares  of the Fund  registered  during  such
                  financial period other than pursuant to Rule 24f-2: -0-

    (iv)          The number of shares of the Fund sold  during  such  financial
                  period:

           Class A Shares    Class B Shares      Class C Shares       Total

               597,548           1,790,714            164,011        2,552,273
            $5,782,543         $17,271,435         $1,613,595      $24,667,573

    (v)           The number of shares of the Fund sold  during  such  financial
                  period in reliance  upon  registration  pursuant to Rule 24f-2
                  was: 
                                       2,552,273
                                     $24,667,573

Securities and Exchange Commission
Page 2
April 21, 1995

Pursuant  to Rule  24f-2(c),  the filing fee for this Notice was  calculated  as
follows:

(a)      Actual aggregate sales price of
         shares sold pursuant to Rule
         24f-2 during the financial period:
                                                             $24,667,573

(b)      Reduced by the difference between:

         (1)      The actual aggregate redemption
                  price of shares of the Fund
                  redeemed during the financial period:       $1,985,761

                  and

         (2)      The actual aggregate redemption price
                  of such redeemed shares previously
                  applied pursuant to Rule 24e-2(a) in
                  filings made pursuant to Section
                  24(e)(1) of the Act:                             $ -0-

                                                             $22,681,812

(c)      Net aggregate sales price:                          $22,681,812

(d)      Fee computed at 1/29 of 1%:                           $7,821.37

         An opinion of counsel  with respect to the legality of the above shares
accompanies  this  Notice.  If you have any  questions  or  would  like  further
information, please call me at (617) 338-3686.


                                                      Sincerely yours,



                                                      Melina M. T. Murphy



                                                                  April 21, 1995



Keystone Strategic Development Fund
200 Berkeley Street
Boston, Massachusetts  02116-5034


         RE:  NOTICE PURSUANT TO RULE 24F-2 UNDER THE INVESTMENT
                  COMPANY ACT OF 1940 ("1940 ACT")


Gentlemen:

         I  am  Senior  Vice  President  of  and  General  Counsel  to  Keystone
Investment  Management Company (formerly named Keystone Custodian Funds,  Inc.),
investment adviser to Keystone Strategic Development Fund (the "Fund"). You have
asked for my opinion with  respect to the  issuance of  2,552,273  shares of the
Fund under the Fund's  Declaration of Trust,  as supplemented  ("Declaration  of
Trust"),  and  pursuant  to the Fund's  indefinite  registration  of such shares
pursuant  to Rule  24f-2  under the 1940 Act.  The Fund is filing its Rule 24f-2
Notice to which this  opinion is  appended  to make the  issuance of such shares
definite  in  number  for  its  financial  period  beginning  October  13,  1994
(commencement of operations) through fiscal year ended March 31, 1995.

         To my  knowledge,  a  Prospectus  is on file  with the  Securities  and
Exchange Commission as part of Pre-Effective Amendment No. 1 to the Registration
Statement  covering the public  offering  and sale of the Fund's  shares for the
period during which such shares were issued.

         In my opinion,  such shares,  if issued and sold in accordance with the
Fund's  Declaration  of Trust,  By-Laws and  offering  Prospectus,  were legally
issued, fully paid, and nonassessable by the Fund, entitling the holders thereof
to the rights set forth in the  Declaration  of Trust and By-Laws and subject to
the limitations stated therein.

         My opinion is based upon my examination of the  Declaration of Trust; a
review of the minutes of the Fund's Board of Trustees,  signed by the  Secretary
of the Fund, authorizing the registration of shares pursuant to Rule 24f-2 under
the  1940  Act and  the  issuance  of such  additional  shares;  and the  Fund's
Prospectus.  In my examination of such documents, I have assumed the genuineness
of all signatures and the conformity of copies to originals.



Keystone Strategic Development Fund
April 21, 1995
Page Two



         I hereby consent to the use of this opinion in connection with the Rule
24f-2  Notice filed by the Fund making  definite  the number of such  additional
shares issued.

                                                      Sincerely yours,



                                                      Rosemary D. Van Antwerp
                                                      Senior Vice President
                                                      and General Counsel