STATE STREET GROWTH TRUST
N-30D, 1996-02-26
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[front cover]

[logo] STATE STREET RESEARCH

STATE STREET RESEARCH
GROWTH FUND

ANNUAL REPORT
December 31, 1995
[graphic of figure climbing to stars]

WHAT'S INSIDE

From the Chairman:
1995: An outstanding
year for investors

Portfolio Manager's Review:
Strong returns
from growth stocks

Fund Information:
Facts and figures

Plus, Complete Portfolio Holdings
and Financial Statements

<PAGE>

From the Chairman 

To Our Shareholders:

We have reluctantly bid farewell to 1995, an outstanding year for most of our 
investors. Stocks and bonds achieved their best results in many years. 1995 
offered a uniquely positive combination of moderate economic growth, low 
inflation, falling interest rates, and strong corporate profits. 

Looking ahead 

We are cautiously optimistic about 1996. There are several positive signs. 
Inflation and interest rates remain low and the economy may be able to 
sustain modest growth. On January 31, the Federal Reserve lowered short-term 
interest rates by one-quarter point. This was the Fed's second interest-rate 
cut in less than two months. 

Benefits of professional management 

1996 may be a year in which the benefits of professional management will be 
more evident than ever. It can be reassuring to know that an experienced 
portfolio manager is working on your behalf, paying close attention to market 
conditions and economic indicators. We appreciate your trust. 

Top-rated service 

We work extremely hard to provide the highest-quality service to 
shareholders. Recently, State Street Research received two prestigious awards 
from Dalbar, an organization that rates mutual fund companies for their 
service. We were one of only seven firms to receive the Dalbar Quality Tested 
Service Seal, which recognizes leaders in all key service areas. Dalbar also 
awarded us Dalbar Key Honors, recognizing our service quality in written and 
telephone communications to shareholders. 

Best wishes for a successful 1996. 

Sincerely, 
[Signature of Ralph F. Verni] 
Ralph F. Verni 
Chairman 
January 31, 1996 

1+31.71% for Class B shares; +33.02% for Class C shares; +31.57% for Class D 
shares. 

2Investment results are based on an assumed $10,000 investment at "A" share 
maximum sales charge of 4.5%; thus, the net amount invested was $9,550. Also 
assumes reinvestment of capital gain distributions and income dividends. No 
adjustment has been made for income taxes payable by shareholders on income 
dividends or capital gain distributions. 

3All returns represent past performance, which is no guarantee of future 
results. The investment return and principal value of an investment made in 
the Fund will fluctuate and shares, when redeemed, may be worth more or less 
than their original cost. All returns assume reinvestment of capital gain 
distributions and income dividends. During the periods prior to 1993 that 
shares of the Fund were not offered to the general public, the Fund was not 
subject to the cash inflows or higher redemptions or expenses that have 
occurred since 1993, when the Fund commenced a continuous public offering. 
Performance for a class includes periods prior to the adoption of class 
designations. "C" shares, offered without a sales charge, are available only 
to certain employee benefit plans and institutions. Performance prior to 
class designations in 1993 does not reflect annual 12b-1 fees of .25% for "A" 
shares and 1% for "B" and "D" shares, which will reduce subsequent 
performance. 

4Performance reflects up to maximum 4.5% front- end or 5% contingent deferred 
sales charges. 

5Cumulative total returns are not annualized, nor do they reflect sales 
charges, which, if reflected, would reduce performance. 

Please note that the discussion throughout this shareholder report is 
dated as indicated and because of possible changes in viewpoint, data, 
and transactions, should not be relied upon as being current thereafter. 

Fund Information (all data are for periods ended December 31, 1995) 

Total value of $10,000 invested on January 1, 1986(2) 
(Class A shares, at maximum applicable sales charge) 

*************************[MOUNTAIN CHART]************************************
                       1/86    9550
                      12/86   10827
                      12/87   11844
                      12/88   12942
                      12/89   18097
                      12/90   16982
                      12/91   21529
                      12/92   22758
                      12/93   24734
                      12/94   23787
                      12/95   31535
*******************************************************************************

<TABLE>
<CAPTION>
SEC Average Annual Compound
Rates of Return
(at maximum applicable sales charge)3,4
               10         5 
             Years     Years     1 Year 
- --------     -------    ------   -------- 
<S>          <C>       <C>       <C>
Class A      +12.17%   +12.14%    +26.61% 
Class B      +12.43%   +12.43%    +26.80% 
Class C      +12.75%   +13.31%    +33.02% 
Class D      +12.43%   +12.66%    +30.59% 
========      =====      ====      ====== 
</TABLE>

<TABLE>
<CAPTION>
Cumulative Total Returns 
(do not reflect sales charge)3,5 
               10         5 
             Years     Years     1 Year 
- --------     -------    ------   -------- 
<S>         <C>        <C>        <C>
Class A     +230.21%   +85.69%    +32.57% 
Class B     +222.78%   +81.51%    +31.71% 
Class C     +232.12%   +86.77%    +33.02% 
Class D     +222.66%   +81.45%    +31.57% 
========      =====      ====      ====== 
</TABLE>

Top 5 Equity Industries 
(by percentage of net assets) 

Retail                         12.4% 
Recreation                      7.5% 
Textile and apparel             7.2% 
Computer software and service   6.9% 
Insurance                       6.1% 
Total: 40.1% 

<PAGE>
 
Portfolio Manager's Review 

[picture of Federick R. Kobrick] 
Frederick R. Kobrick 
Portfolio Manager 

State Street Research Growth Fund rewarded investors with outstanding 
performance in 1995. For the 12 months ended December 31, 1995, Class A 
shares of the Fund posted a total return of +32.57% (does not reflect sales 
charge).(1) The Fund outperformed the +30.79% average return for the 572 
funds in Lipper Analytical Services' Growth Funds category over the same time 
period (does not reflect sales charges). 

Management strategy 

Growth Fund prospered from both a booming stock market and successful stock 
selection. The market benefited from low inflation, a healthy bond market, a 
slower economy, and strong corporate profits. Our "bottom-up" stock-selection 
strategy--which focuses on the growth prospects of individual companies-- 
served us well in 1995. 

Technology 

Technology stocks led the market most of the year, and we participated and 
profited from our involvement in this tech stock rally. The fourth quarter 
saw some personal computer and semiconductor stocks fall out of favor with 
the market, which hurt our performance somewhat. We reviewed the technology 
sector and made numerous portfolio changes. By year-end, we reduced our 
technology holdings to 21% of the total portfolio and eliminated 
semiconductor stocks altogether. Our current technology holdings are 
primarily stocks of software and service companies that offer products to 
increase productivity. 

Retail 

While retail stocks as a sector of the market did not fare very well in 1995, 
we had success with a number of our holdings. Overall retail sales were down 
all year, and a lack of consumer confidence was a likely culprit. For the 
most part, we targeted specialty retailers that concentrate in a specific 
niche and achieve a substantial market share. One such company is Sunglass 
Hut International, our largest holding in both the retail sector and the 
overall portfolio. 

Textile and apparel 

Like retail, the textile and apparel component of our portfolio primarily 
focused on companies that specialize. We believe that some of the best 
apparel makers do their own design as well as have their own outlets. As of 
December 31, 1995, all of the textile stocks in the portfolio also offered 
retail operations. Tommy Hilfiger, one of our ten largest holdings, designs, 
manufactures, and sells its own line of clothing. 

Insurance 

We increased our holdings in insurance stocks last year because we saw some 
companies taking positive steps towards profitability through cost cutting. 
Some of these stocks also offered good value, which we look for. Our largest 
holding in this area is Travelers Group. 

Looking ahead 

We will continue to manage Growth Fund actively to keep it positioned in 
stocks that offer promising outlooks and values. We are making portfolio 
shifts toward larger, more seasoned companies with longer operating 
histories. 1996's market is already proving to be more volatile, but we are 
confident that our portfolio structure will benefit over the long term. 
December 31, 1995 

Top 10 Stock Positions 

(by percentage of net assets) 

1   Sunglass Hut Specialty retailer              4.3% 
2   HFS Hotel reservation service                3.9% 
3   Tommy Hilfiger Apparel designer/manufacturer 3.0% 
4   Gucci Apparel designer/manufacturer          2.8% 
5   Northwest Airlines Airline                   2.7% 
6   Halliburton Oil industry supplier            2.5% 
7   Boeing Aircraft manufacturer                 2.5% 
8   Digital Office equipment company             2.5% 
9   Travelers Group Financial services company   2.4% 
10  Walt Disney Entertainment giant              2.4% 

These securities represent an aggregate of 29.0% of net assets. Because of 
active management, there is no guarantee that the Fund currently invests, or 
will continue to invest, in the securities listed in this table or in the 
text above. 

Best and Worst Contributors to Performance 
(January 1, 1995 through December 31, 1995) 

Best (triangle pointing up)
HFS 
  Expansion into related markets helped this reservation-service provider. 

Tommy Hilfiger 
  Clothing designer/retailer benefited from strong demand. 

Intel 
  Profited from booming demand for its Pentium processor. 

Worst (triangle pointing down)

Softkey International 
  Company's aggressive expansion made many investors nervous. 

Texas Instruments 
  Semiconductor manufacturer hurt by weakening demand. 

Gateway 2000 
  Investor apprehension about P.C. market contributed to stock's decline. 

                                    2

<PAGE>
 
State Street Research Growth Fund 
Investment Portfolio 
December 31, 1995 
<TABLE>
<CAPTION>
                                                             Value 
                                              Shares       (Note 1) 
- -------------------------------------------     ------   ------------- 
<S>                                            <C>       <C>
Common Stocks 95.2% 
Basic Industries 7.6% 
Diversified 1.2% 
Loews Corp.                                    29,600    $  2,319,900 
                                                           ----------- 
Electrical Equipment 2.3% 
General Electric Co.                           65,000       4,680,000 
                                                           ----------- 
Machinery 4.1% 
AGCO Corp.                                     25,700       1,310,700 
Case Corp.                                     27,300       1,248,975 
Elsag Bailey Financing Trust Cv. Pfd.*         31,100       1,558,888 
Elsag Bailey Processing Automation N.V.*       37,500       1,007,812 
UCAR International, Inc.*                      41,800       1,410,750 
Waters Corp.*                                  23,200         423,400 
Wolverine Tube, Inc.*                          35,800       1,342,500 
                                                           ----------- 
                                                            8,303,025 
                                                           ----------- 
Total Basic Industries                                     15,302,925 
                                                           ----------- 
Consumer Cyclical 36.8% 
Airline 4.1% 
Continental Airlines, Inc. Cl. B*              21,200         922,200 
Continental Airlines Financing Trust Pfd.*+    34,500       1,897,500 
Northwest Airlines Corp. Cl. A*               108,500       5,533,500 
                                                           ----------- 
                                                            8,353,200 
                                                           ----------- 
Hotel & Restaurant 5.6% 
Extended Stay America, Inc.*                    5,400         148,500 
HFS, Inc.*                                     97,100       7,937,925 
Lone Star Steakhouse & Saloon, Inc.*           49,500       1,899,563 
Renaissance Hotel Group N.V.*                  56,000       1,428,000 
                                                           ----------- 
                                                           11,413,988 
                                                           ----------- 
Recreation 7.5% 
American Radio Systems Corp.*                  15,400         431,200 
Brunswick Corp.                               165,000       3,960,000 
Walt Disney Co.                                80,800       4,767,200 
Evergreen Media Corp.                          30,600         979,200 
Infinity Broadcasting Corp.*                   70,600       2,629,850 
Oakley, Inc.*                                  56,600       1,924,400 
Silver King Communications, Inc.*              10,400         361,400 
                                                           ----------- 
                                                           15,053,250 
                                                           ----------- 
Retail Trade 12.4% 
BT Office Products International, Inc.*        87,200       1,395,200 
Baby Superstores, Inc.*                        24,200       1,379,400 
Corporate Express, Inc.*                      124,900       3,762,613 
General Nutrition Centers, Inc.*               90,200       2,074,600 
Gucci Group N.V.*                             146,200       5,683,525 
Office Depot, Inc.*                           108,700       2,146,825 
Sunglass Hut International, Inc.*             361,400       8,583,250 
                                                           ----------- 
                                                           25,025,413 
                                                           ----------- 
Textile & Apparel 7.2% 
Adidas ADR+*                                             $ 
                                               12,600         330,876 
Authentic Fitness Corp.                        19,500         404,625 
Men's Wearhouse, Inc.*                        156,900       4,040,175 
Nautica Enterprises, Inc.*                     83,000       3,631,250 
Tommy Hilfiger Corp.*                         143,700       6,089,288 
                                                           ----------- 
                                                           14,496,214 
                                                           ----------- 
Total Consumer Cyclical                                    74,342,065 
                                                           ----------- 
Consumer Staple 15.5% 
Business Service 4.2% 
HBO & Co.                                      38,800       2,973,050 
Medaphis Corp.*                                70,000       2,590,000 
Republic Waste Industries, Inc.*               79,200       2,861,100 
                                                           ----------- 
                                                            8,424,150 
                                                           ----------- 
Drug 1.4% 
SmithKline Beecham PLC ADR                     50,000       2,775,000 
                                                           ----------- 
Food & Beverage 4.7% 
Coca-Cola Co.                                  61,000       4,529,250 
Coca-Cola Enterprises                          82,200       2,198,850 
Starbucks Corp.*                              126,600       2,658,600 
                                                           ----------- 
                                                            9,386,700 
                                                           ----------- 
Hospital Supply 2.8% 
Abbott Laboratories                            80,432       3,358,036 
Medtronic, Inc.                                40,000       2,235,000 
                                                           ----------- 
                                                            5,593,036 
                                                           ----------- 
Personal Care 0.1% 
De Rigo SPA ADR*                                6,700         152,425 
Estee Lauder Co., Inc.*                         3,700         129,038 
                                                           ----------- 
                                                              281,463 
                                                           ----------- 
Printing & Publishing 0.0% 
CKS Group, Inc.*                                2,300          89,700 
                                                           ----------- 
Tobacco 2.3% 
Philip Morris Companies, Inc.                  51,000       4,615,500 
                                                           ----------- 
Total Consumer Staple                                      31,165,549 
                                                           ----------- 
Energy 3.1% 
Oil 3.1% 
Halliburton Co.                               100,100       5,067,562 
McDermott International Inc.                   58,100       1,278,200 
                                                           ----------- 
                                                            6,345,762 
                                                           ----------- 
Total Energy                                                6,345,762 
                                                           ----------- 

The accompanying notes are an integral part of the financial statements.

                                       3

<PAGE>
 
- ----------- 
Finance 7.9% 
Financial Service 1.8% 
Countrywide Credit Industries, Inc.           114,700    $  2,494,725 
Green Tree Financial Corp.                     46,000       1,213,250 
                                                           ----------- 
                                                            3,707,975 
                                                           ----------- 
Insurance 6.1% 
Allstate Corp.                                 85,500       3,516,187 
AMBAC, Inc.                                    47,900       2,245,313 
W.R. Berkley Corp.                             15,000         806,250 
Equitable Companies, Inc.                      37,000         888,000 
Travelers Group, Inc.                          77,200       4,853,950 
                                                           ----------- 
                                                           12,309,700 
                                                           ----------- 
Total Finance                                              16,017,675 
                                                           ----------- 
Science & Technology 21.4% 
Aerospace 4.8% 
Boeing Co.                                     64,000       5,016,000 
United Technologies Corp.                      50,200       4,762,725 
                                                           ----------- 
                                                            9,778,725 
                                                           ----------- 
Computer Software & Service 6.9% 
Bay Networks, Inc.*                            54,650       2,247,481 
Cabletron Systems, Inc.*                       14,700       1,190,700 
CheckFree Corp.*                                8,600         184,900 
Geoworks*                                       2,300          43,700 
Informix Corp.*                                43,000       1,290,000 
Parametric Technology Corp.*                   44,600       2,965,900 
PeopleSoft, Inc.*                              70,600       3,035,800 
Softkey International, Inc.*                  122,600       2,835,125 
Visioneer Communications, Inc.*                 3,000          66,750 
                                                           ----------- 
                                                           13,860,356 
                                                           ----------- 
Electronic Components 4.1% 
AMP, Inc.                                     100,000       3,837,500 
DST Systems, Inc.*                             68,400       1,949,400 
Sanmina Holdings, Inc.*                        48,900       2,536,687 
                                                           ----------- 
                                                            8,323,587 
                                                           ----------- 
Electronic Equipment 0.8% 
Exide Electronics Group, Inc.*                  9,800         144,550 
Glenayre Technologies, Inc.*                   22,400       1,394,400 
Perkin-Elmer Corp.                                200           7,550 
                                                           ----------- 
                                                            1,546,500 
                                                           ----------- 
Office Equipment 4.8% 
Digital Equipment Corp.*                       77,400       4,963,275 
Gateway 2000, Inc.*                            46,200       1,131,900 
Network General Corp.*                         11,100         370,462 
Office Equipment (cont'd) 
Sun Microsystems, Inc.*                        71,800    $  3,275,875 
                                                           ----------- 
                                                            9,741,512 
                                                           ----------- 
Total Science & Technology                                 43,250,680 
                                                           ----------- 
Utility 2.9% 
Telephone 2.9% 
Mobile Media Corp. Cl.A*                       11,800         262,550 
Newbridge Networks Corp.*                     107,500       4,447,812 
Total Access Communications Public Co. 
  Ltd.*                                       174,400       1,133,600 
                                                           ----------- 
                                                            5,843,962 
                                                           ----------- 
Total Utility                                               5,843,962 
                                                           ----------- 
Total Common Stocks (Cost $161,033,573)                   192,268,618 
                                                           ----------- 

</TABLE>

<TABLE>
<CAPTION>
                                 Principal    Maturity 
                                   Amount       Date 
- -----------------------------     ---------    --------   ------------- 
<S>                             <C>          <C>            <C>
Convertible Bonds 1.0% 
Starbucks Corp. Cv. Sub. 
  Deb., 4.25%                   $1,900,000   11/1/2002       2,014,000 
                                                            ----------- 
Total Convertible Bonds (Cost $1,900,124)                    2,014,000 
                                                            ----------- 
Commercial Paper 4.7% 
Ford Motor Credit Co., 5.90%       484,000    1/2/1996         484,000 
Ford Motor Credit Co., 5.77%     1,924,000    1/2/1996       1,924,000 
Household Finance Corp., 
  5.50%                          7,055,000    1/4/1996       7,055,000 
                                                            ----------- 
Total Commercial Paper (Cost $9,463,000)                     9,463,000 
                                                            ----------- 
Total Investments (Cost $172,396,697)--100.9%              203,745,618 
Cash and Other Assets, Less Liabilities--(0.9)%             (1,877,626) 
                                                            ----------- 
Net Assets--100.0%                                        $201,867,992 
                                                            =========== 
Federal Income Tax Information: 

At December 31, 1995, the net unrealized appreciation 
  of investments based on cost for Federal income tax 
  purposes of $171,662,547 was as follows: 
Aggregate gross unrealized appreciation for all 
  investments in which there is an excess of value 
  over tax cost                                           $ 37,433,992 
Aggregate gross unrealized depreciation for all 
  investments in which there is an excess of tax cost 
  over value                                                (5,350,921) 
                                                            ----------- 
                                                          $ 32,083,071 
                                                            =========== 
</TABLE>
- -------------------------------------------------------------------------------
* Nonincome-producing securities 
  ADR stands for American Depositary Receipt, representing ownership of foreign
  securities. 
+ Security restricted in accordance with Rule 144A under the Securities Act 
  of 1933, which allows for the resale of such securities among certain 
  qualified institutional buyers. The total cost and market value of Rule 144A 
  securities owned at December 31, 1995 were $2,028,748 and $2,228,376 (1.10% 
  of net assets), respectively. 


The accompanying notes are an integral part of the financial statements.

                                       4

<PAGE>
 
Statement of Assets and Liabilities 
December 31, 1995 
Statement of Operations 
For the year ended December 31, 1995 
<TABLE>
<CAPTION>
<S>                                                   <C>
Assets 
Investments, at value (Cost $172,396,697) (Note 1)    $203,745,618 
Cash                                                         1,717 
Receivable for securities sold                          39,848,936 
Receivable for fund shares sold                          2,232,762 
Dividends and interest receivable                          202,150 
Other assets                                                 2,107 
                                                        ----------- 
                                                       246,033,290 
Liabilities 
Capital gains distribution payable                      39,583,431 
Payable for securities purchased                         4,356,446 
Accrued management fee (Note 2)                             91,655 
Accrued transfer agent and shareholder services 
  (Note 2)                                                  20,026 
Payable for fund shares redeemed                            11,069 
Accrued trustees' fees (Note 2)                             10,574 
Accrued distribution and service fees (Note 4)               7,528 
Other accrued expenses                                      84,569 
                                                        ----------- 
                                                        44,165,298 
                                                        ----------- 
Net Assets                                            $201,867,992 
                                                        =========== 
Net Assets consist of: 
 Undistributed net investment income                  $    206,529 
 Unrealized appreciation of investments                 31,348,921 
 Distribution in excess of net realized gains             (662,655) 
 Shares of beneficial interest (Note 5)                170,975,197 
                                                        ----------- 
                                                      $201,867,992 
                                                        =========== 
Net Asset Value and redemption price per share of 
  Class A shares ($2,378,920 / 338,988 shares of 
  beneficial interest)                                        $7.02 
                                                        =========== 
Maximum Offering Price per share of Class A shares 
  ($7.02 / .955)                                              $7.35 
                                                        =========== 
Net Asset Value and offering price per share of 
  Class B shares ($10,683,834 / 1,551,711 shares 
  of beneficial interest)*                                    $6.89 
                                                        =========== 
Net Asset Value, offering price and redemption 
  price per share of Class C shares ($186,688,522 
  / 26,577,304 shares of beneficial interest)                 $7.02 
                                                        =========== 
Net Asset Value and offering price per share of 
  Class D shares ($2,116,716 / 307,691 shares of 
  beneficial interest)*                                       $6.88 
                                                        =========== 
</TABLE>

   * Redemption price per share for Class B and Class D is equal to net asset 
value less any applicable contingent deferred sales charge. 

<TABLE>
<CAPTION>
<S>                                                     <C>
Investment Income 
Dividends, net of foreign taxes of $15,443              $ 2,126,752 
Interest                                                    330,634 
                                                          --------- 
                                                          2,457,386 
Expenses 
Management fee (Note 2)                                   1,089,143 
Custodian fee                                               129,992 
Transfer agent and shareholder services (Note 2)             74,859 
Registration fees                                            50,700 
Trustees' fees (Note 2)                                      35,782 
Reports to shareholders                                      32,853 
Audit fee                                                    24,346 
Legal fee                                                     3,624 
Service fee--Class A (Note 4)                                 3,372 
Distribution and service fees--Class B (Note 4)              51,224 
Distribution and service fees--Class D (Note 4)              11,345 
Miscellaneous                                                28,809 
                                                          --------- 
                                                          1,536,049 
                                                          --------- 
Net investment income                                       921,337 
                                                          --------- 
Realized and Unrealized Gain on Investments 
Net realized gain on investments (Notes 1 and 3)         57,615,231 
Net unrealized appreciation of investments                2,561,460 
                                                          --------- 
Net gain on investments                                  60,176,691 
                                                          --------- 
Net increase in net assets resulting from operations    $61,098,028 
                                                          ========= 
</TABLE>


The accompanying notes are an integral part of the financial statements.

                                       5

<PAGE>
 
Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                                          Year ended December 31 
                                       ---------------------------- 
                                           1995           1994 
- -----------------------------------     -----------   ------------- 
<S>                                   <C>             <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment income                 $    921,337    $  1,769,499 
Net realized gain on investments*       57,615,231      25,250,259 
Net unrealized appreciation 
  (depreciation) of investments          2,561,460     (35,361,052) 
                                         ---------      ----------- 
Net increase (decrease) resulting 
  from operations                       61,098,028      (8,341,294) 
                                         ---------      ----------- 
Dividends from net investment income: 
 Class A                                    (2,898)         (4,236) 
 Class C                                  (756,996)     (1,816,088) 
                                         ---------      ----------- 
                                          (759,894)     (1,820,324) 
                                         ---------      ----------- 
Distributions from net realized gains: 
 Class A                                  (568,862)        (92,832) 
 Class B                                (2,759,387)       (200,276) 
 Class C                               (56,277,393)    (25,837,209) 
 Class D                                  (549,837)        (48,227) 
                                         ---------      ----------- 
                                       (60,155,479)    (26,178,544) 
                                         ---------      ----------- 
Net increase (decrease) from fund 
  share transactions (Note 5)           12,930,239     (27,522,240) 
                                         ---------      ----------- 
Total increase (decrease) in net 
  assets                                13,112,894     (63,862,402) 
Net Assets 
Beginning of year                      188,755,098     252,617,500 
                                         ---------      ----------- 
End of year (including 
  undistributed net investment 
  income of $206,529 and $64,801, 
  respectively)                       $201,867,992    $188,755,098 
                                         =========      =========== 
* Net realized gain for Federal 
  income tax purposes 
  (Note 1)                            $ 60,297,725    $ 26,178,544 
                                         =========      =========== 
</TABLE>
Notes to Financial Statements 
December 31, 1995

Note 1 

State Street Research Growth Fund (the "Fund"), is a series of State Street 
Research Growth Trust, formerly State Street Growth Trust (the "Trust"), 
which is a Massachusetts business trust registered under the Investment 
Company Act of 1940, as amended, as an open-end management investment 
company. The Trust was organized in February, 1989 as a successor to State 
Street Growth Fund, Inc., a Massachusetts corporation. The Fund is presently 
the only series of the Trust. 

The investment objective of the Fund is to provide long-term growth of 
capital. In seeking to achieve its investment objective, the Fund invests 
primarily in equity securities believed by the Investment Adviser to have 
better than average growth potential over the years. 

The Fund offers four classes of shares. Class A shares are subject to an 
initial sales charge of up to 4.50% and pay a service fee equal to 0.25% of 
average daily net assets. Class B shares are subject to a contingent deferred 
sales charge on certain redemptions made within five years of purchase and 
pay annual distribution and service fees of 1.00%. Class B shares 
automatically convert into Class A shares (which pay lower ongoing expenses) 
at the end of eight years after the issuance of the Class B shares. Class C 
shares are only offered to certain employee benefit plans and large 
institutions. No sales charge is imposed at the time of purchase or 
redemption of Class C shares. Class C shares do not pay any distribution or 
service fees. Class D shares are subject to a contingent deferred sales 
charge of 1.00% on any shares redeemed within one year of their purchase. 
Class D shares also pay annual distribution and service fees of 1.00%. The 
Fund's expenses are borne pro-rata by each class, except that each class 
bears expenses, and has exclusive voting rights with respect to provisions of 
the Plan of Distribution, related specifically to that class. The Trustees 
declare separate dividends on each class of shares. 

The following significant policies are consistently followed by the Fund in 
preparing its financial statements, and such policies are in conformity with 
generally accepted accounting principles for investment companies. 
A. Investments in Securities 

Values for listed securities represent the last sale on national securities 
exchanges quoted prior to the close of the New York Stock Exchange. 
Over-the-counter securities quoted on the National Association of Securities 
Dealers Automated Quotation ("NASDAQ") system are valued at the closing price 
supplied through such system. In the absence of recorded sales and for those 
over-the-counter securities not quoted on the NASDAQ system, valuations are 
at the mean of the closing bid and asked quotations, except for securities 
that may be restricted as to public resale, which are valued in accordance 
with methods adopted by the Trustees. Security transactions are accounted for 
on the trade date (date the order to buy or sell is executed), and dividends 
declared but not received are accrued on the ex-dividend date. Interest 
income is determined on the accrual basis. Realized gains and losses from 
security transactions are reported on the basis of average cost of securities 
delivered. 

The accompanying notes are an integral part of the financial statements.

                                       6
<PAGE>
 
Notes (cont'd) 

B. Federal Income Taxes 

No provision for Federal income taxes is necessary since the Fund has elected to
qualify under Subchapter M of the Internal Revenue Code and its policy is to
distribute all of its taxable income, including net realized capital gains,
within the prescribed time periods. It is also the intention of the Fund to
distribute an amount sufficient to avoid imposition of any Federal Excise Tax
under Section 4982 of the Internal Revenue Code.

C. Dividends 

Dividends from net investment income, if any, are declared and paid or 
reinvested semiannually. Net realized capital gains are distributed annually. 

Income dividends and capital gain distributions are determined in accordance 
with Federal income tax regulations which may differ from generally accepted 
accounting principles. The difference is primarily due to the disposition of 
securities that have different bases for financial reporting and tax 
purposes. 

D. Estimates 

The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of income and expenses during the reporting period. 
Actual results could differ from those estimates. 

Note 2 

The Trust and State Street Research & Management Company (the "Adviser"), an 
indirect wholly owned subsidiary of Metropolitan Life Insurance Company 
("Metropolitan"), have entered into a contract that provides for an annual 
fee equal to 0.475% of the Fund's average daily net assets. In consideration 
of these fees, the Adviser furnishes the Fund with management, investment 
advisory, statistical and research facilities and services. The Adviser also 
pays all salaries, rent and certain other expenses of management. The fees of 
the Trustees not currently affiliated with the Adviser amounted to $35,782 
during the year ended December 31, 1995. 

State Street Research Shareholder Services, a division of State Street 
Research Investment Services, Inc., the Trust's principal underwriter (the 
"Distributor"), an indirect wholly owned subsidiary of Metropolitan, provides 
certain shareholder services to the Fund such as responding to inquiries and 
instructions from investors with respect to the purchase and redemption of 
shares of the Fund. During the year ended December 31, 1995, the amount of 
such expenses was $18,954. 

Note 3 

For the year ended December 31, 1995, exclusive of short-term investments and 
U.S. Government obligations, purchases and sales of securities aggregated 
$512,963,794 and $566,085,289, respectively. 

Note 4 

The Fund has adopted a Plan of Distribution pursuant to Rule 12b-1 (the 
"Plan") under the Investment Company Act of 1940, as amended. Under the Plan, 
the Fund pays annual service fees to the Distributor at a rate of 0.25% of 
average daily net assets for Class A, Class B and Class D shares. In 
addition, the Fund pays annual distribution fees of 0.75% of average daily 
net assets for Class B and Class D shares. The Distributor uses such payments 
to reimburse securities dealers for distribution and marketing services, to 
furnish ongoing assistance to investors and to defray a portion of its 
distribution and marketing expenses. For the year ended December 31, 1995, 
fees pursuant to such plan amounted to $3,372, $51,224 and $11,345 for Class 
A, Class B and Class D, respectively. 

The Fund has been informed that the Distributor and MetLife Securities, Inc., 
a wholly owned subsidiary of Metropolitan earned initial sales charges 
aggregating $3,476 and $210, respectively, on sales of Class A shares of the 
Fund during the year ended December 31, 1995, and that MetLife Securities, 
Inc. earned commissions aggregating $2,120 on sales of Class B shares, and 
that the Distributor collected contingent deferred sales charges of $18,143 
and $557 on redemptions of Class B and Class D shares, respectively during 
the same period. 

                                       7

<PAGE>

Note 5 

The Trustees have the authority to issue an unlimited number of shares of
beneficial interest, $.001 par value per share. At December 31, 1995, the
Adviser owned one share each of Class A, Class B and Class D of the Fund.
Share transactions were as follows: 

<TABLE>
<CAPTION>
                                                           Year ended December 31 
                                          --------------------------------------------------------- 
                                                     1995                          1994 
                                           -------------------------   ---------------------------- 
Class A                                     Shares        Amount         Shares         Amount 
- --------------------------------------     ----------    -----------    ----------   -------------- 
<S>                                        <C>         <C>              <C>           <C>
Shares sold                                  208,712   $  1,886,012        47,443     $    391,810 
Issued upon reinvestment of: 
 Distributions from net realized gains        78,495        551,038        11,437           81,091 
 Dividends from net investment income            315          2,775           341            2,582 
Shares redeemed                              (49,931)      (451,405)      (28,715)        (237,146) 
                                            --------      ---------      --------      ------------ 
Net increase                                 237,591   $  1,988,420        30,506     $    238,337 
                                            ========      =========      ========      ============ 
Class B                                     Shares        Amount         Shares          Amount 
- --------------------------------------      --------      ---------      --------      ------------ 
Shares sold                                1,044,801   $  9,544,221        95,509     $    797,077 
Issued upon reinvestment of 
distributions from net realized gains        352,023      2,425,440        26,274          184,443 
Shares redeemed                              (65,041)      (572,546)      (18,494)        (152,620) 
                                            --------      ---------      --------      ------------ 
Net increase                               1,331,783   $ 11,397,115       103,289     $    828,900 
                                            ========      =========      ========      ============ 
Class C                                      Shares        Amount         Shares          Amount 
- --------------------------------------      --------      ---------      --------      ------------ 
Shares sold                                   18,689   $    168,373         1,054     $      8,692 
Issued upon reinvestment of: 
 Distributions from net realized gains     2,691,966     18,924,523     1,137,980        7,887,572 
 Dividends from net investment income         12,393        109,179        33,456          250,211 
Shares redeemed                           (2,415,508)   (21,806,684)   (4,369,713)     (36,946,991) 
                                            --------      ---------      --------      ------------ 
Net increase (decrease)                      307,540   $ (2,604,609)   (3,197,223)    $(28,800,516) 
                                            ========      =========      ========      ============ 
Class D                                      Shares        Amount         Shares          Amount 
- --------------------------------------      --------      ---------      --------      ------------ 
Shares sold                                  199,449   $  1,805,535        22,162     $    187,612 
Issued upon reinvestment of 
distributions from net realized gains         74,313        511,275         6,869           48,217 
Shares redeemed                              (20,783)      (167,497)       (3,007)         (24,790) 
                                            --------      ---------      --------      ------------ 
Net increase                                 252,979   $  2,149,313        26,024     $    211,039 
                                            ========      =========      ========      ============ 
</TABLE>

                                       8
<PAGE>
 
Financial Highlights 
For a share outstanding throughout each year: 
<TABLE>
<CAPTION>
                                                    Class A                         Class B 
                                           ---------------------------   ------------------------------ 
                                             Year ended December 31          Year ended December 31 
                                           ---------------------------   ------------------------------ 
                                            1995***   1994       1993*     1995***   1994       1993** 
- --------------------------------------     ------    -------    ------    ------    -------   --------- 
<S>                                      <C>         <C>       <C>      <C>         <C>        <C>
Net asset value, beginning of year       $  7.09     $ 8.50    $ 9.63   $  7.02     $ 8.46     $ 9.56 
Net investment income (loss)                 .01        .05       .06      (.06)      (.00)       .03 
Net realized and unrealized gain 
  (loss)  on investments                    2.30       (.38)      .37      2.29       (.41)       .42 
Dividends from net investment income        (.02)      (.05)     (.08)       --         --       (.07) 
Distributions from net realized gains      (2.36)     (1.03)    (1.48)    (2.36)     (1.03)     (1.48) 
                                            ----      -----      ----      ----      -----      ------- 
Net asset value, end of year             $  7.02     $ 7.09    $ 8.50   $  6.89     $ 7.02     $ 8.46 
                                            ====      =====      ====      ====      =====      ======= 
Total return                               32.57%+    (3.83)%+   4.52%+++ 31.71%+    (4.80)%+    4.64%+++ 
Net assets at end of year (000s)         $ 2,379     $  719    $  602   $10,684     $1,544     $  986 
Ratio of operating expenses to 
   average net assets                       0.89%      0.90%     0.96%++   1.63%      1.63%      1.71%++ 
Ratio of net investment income 
   (loss) to average net assets             0.12%      0.54%     0.48%++  (0.69)%    (0.20)%    (0.36)%++ 
Portfolio turnover rate                   234.43%     57.18%    68.36%   234.43%     57.18%     68.36% 
</TABLE>

<TABLE>
<CAPTION>
                                                                Class C                                         Class D 
                                   ---------------------------------------------------------------   ------------------------------ 
                                                         Year ended December 31                              Year ended December 31 
                                   ---------------------------------------------------------------   ------------------------------ 
                                     1995***        1994           1993          1992         1991        1995***    1994   1993** 
- ------------------------------     ----------    -----------    ----------    ----------    ----------    ------    ----- --------- 
<S>                               <C>         <C>           <C>         <C>        <C>        <C>          <C>         <C>
Net asset value,                                                    
   beginning of year              $   7.08    $   8.51      $   9.26    $   9.14   $   7.44   $ 7.02       $8.45       $   9.56
                                                                    
Net investment income (loss)           .04         .07           .09         .14        .17     (.06)       (.00)           .03
                                                                    
Net realized and unrealized                                         
   gain (loss) on                                                   
  investments(open diamond)           2.29        (.40)          .74         .15       1.71     2.28        (.40)           .41
                                                                    
Dividends from net investment                                       
   income                             (.03)       (.07)         (.10)       (.14)      (.18)      --          --           (.07)
Distributions from net realized                                       
  gains                              (2.36)      (1.03)        (1.48)       (.03)                 --        2.36)         (1.03)
                                                                                                                          (1.48)
                                  --------     ---------     -------    --------    -------   --------   --------        -------
Net asset value, end of year      $   7.02    $   7.08      $   8.51    $   9.26   $   9.14   $ 6.88       $7.02       $   8.45
                                  ========     =========     =======    ========    =======   ========   ========       ========
                                                                    
Total return                         33.02%+     (3.82)%+       8.94%+      5.71%+    26.77%+  31.57%+     (4.68)%+        4.59%+++
                                                                    
0Net assets at end of year                                                                                       
   (000s)                         $186,689    $186,108      $250,786    $263,781   $273,607   $2,117       $ 384       $186,108
                                                                    
Ratio of operating expenses                                         
  to average net assets              0.64%        0.64%         0.66%       0.57%      0.56%    1.63%       1.63%          $242
                                                                    
Ratio of net investment income                                      
   (loss) to average net                                            
  assets                              0.43%       0.78%         0.92%       1.56%      2.02%   (0.67)%     (0.20)%         1.71%++
                                                                    
Portfolio turnover rate             234.43%      57.18%        68.36%      35.60%     31.89%  234.43%      57.18%         (0.34)%++
                                                                    
(open diamond)After provision for Federal                                        
  tax on retained capital                                            
  gains at end of year of               --          --            --    $    .22   $    .12       --          --          68.36%
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                   
</TABLE>

++  Annualized 
*   March 16, 1993 (commencement of share class designations) to December 31, 
    1993. 
**  March 18, 1993 (commencement of share class designations) to December 31, 
    1993. 
*** Per-share figures have been calculated using the average shares method. 
+   Total return figures do not reflect any front-end or contingent deferred 
    sales charges. 
+++ Represents aggregate return for the period without annualization and does 
    not reflect any front-end or contingent deferred sales charges. 

                                       9
<PAGE>
 
Report of Independent Accountants 

To the Trustees of State Street Research Growth Trust 
(formerly State Street Growth Trust) and 
Shareholders of State Street Research Growth Fund: 

We have audited the accompanying statement of assets and liabilities of State 
Street Research Growth Fund, including the schedule of portfolio investments, 
as of December 31, 1995, and the related statement of operations for the year 
then ended, the statement of changes in net assets for each of the two years 
in the period then ended and the financial highlights for each of the periods 
indicated therein. These financial statements and financial highlights are 
the responsibility of the Fund's management. Our responsibility is to express 
an opinion on these financial statements and financial highlights based on 
our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of December 31, 1995 by correspondence with the custodian 
and brokers. An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation. We believe that our audits provide 
a reasonable basis for our opinion. 

In our opinion, the financial statements and financial highlights referred to 
above present fairly, in all material respects, the financial position of 
State Street Research Growth Fund as of December 31, 1995, the results of 
operations for the year then ended, the changes in its net assets for each of 
the two years in the period then ended, and the financial highlights for each 
of the periods indicated therein, in conformity with generally accepted 
accounting principles. 

                                                      Coopers & Lybrand L.L.P. 
Boston, Massachusetts 
February 2, 1996 

                                       10
<PAGE>
 
State Street Research Growth Fund 

Management's Discussion of Fund Performance 

Growth Fund performed well in 1995 and prospered from both a booming stock 
market and successful stock selection. 

Technology stocks led the market for most of the year, and the Fund 
participated and profited from this tech stock rally. The fourth quarter saw 
some personal computer and semiconductor stocks fall out of favor with the 
market, which hurt Fund performance somewhat. Eventually, the Fund reduced 
technology holdings to 21% of the total portfolio and eliminated 
semiconductor stocks altogether. 

While retail stocks as a sector of the market did not fare very well in 1995, 
the Fund had success with a number of retail holdings. Most of these stocks 
were specialty retailers that concentrated in a specific niche and achieved a 
substantial market share. 

The Fund increased holdings in insurance stocks, which benefited from cost 
cutting and offered good value. 

December 31, 1995 

The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks and is a commonly used measure of U.S. stock market 
performance. The index is unmanaged and does not take sales charges into 
consideration. Direct investment in the index is not possible; results are 
for illustrative purposes only. 

All returns represent past performance, which is no guarantee of future 
results. The investment return and principal value of an investment made in 
the Fund will fluctuate and shares, when redeemed, may be worth more or less 
than their original cost. All returns assume reinvestment of capital gain 
distributions and income dividends. During the periods prior to 1993 that 
shares of the Fund were not offered to the general public, the Fund was not 
subject to the cash inflows or higher redemptions or expenses that have 
occurred since 1993, when the Fund commenced a continuous public offering. 
Performance for a class includes periods prior to the adoption of class 
designations. Performance reflects up to maximum 4.5% front-end or 5% 
contingent deferred sales charges. "C" shares, offered without a sales 
charge, are available only to certain employee benefit plans and 
institutions. Performance prior to class designations in 1993 does not 
reflect annual 12b-1 fees of .25% for "A" shares and 1% for "B" and "D" 
shares, which will reduce subsequent performance. 

                      Comparison Of Change In Value Of A 
                      $10,000 Investment In Growth Fund 
                               and The S&P 500 
Class A Shares
****************************[LINE CHART]**************************************
                    Average Annual Total Return           
                  1 Year     5 Years     10 Years
                  +26.61%    +12.14%     +12.17%
                              Growth
                               Fund      S&P 500
                   1/86        9500       10000
                  12/86        10827      11867
                  12/87        11844      12490
                  12/88        12942      14558
                  12/89        18097      19163
                  12/90        16982      18567
                  12/91        21529      24212
                  12/92        22758      26054
                  12/93        24734      28674
                  12/94        23787      29051
                  12/95        31535      39955
******************************************************************************
                                  

Class B Shares
****************************[LINE CHART]**************************************
                            Average Annual Total Return  
                           1 Year    5 Years     10 Years
                           +26.80%   +12.43%     +12.43%
                                     
                                  Growth
                                   Fund   S&P 500
                            1/86   10000   10000
                           12/86   11337   11867
                           12/87   12402   12490
                           12/88   13552   14558
                           12/89   18950   19163
                           12/90   17782   18567
                           12/91   22543   24212
                           12/92   23830   26054
                           12/93   25742   28674
                           12/94   24507   29051
                           12/95   32278   39955
*******************************************************************************



Class C Shares
****************************[LINE CHART]**************************************
                     Average Annual Total Return        
                     
                     1 Year   5 Years    10 Years
                     +33.02%  +13.31%    +12.75%
                     
                            Growth
                             Fund  S&P 500
                      1/86   10000   10000
                     12/86   11337   11867
                     12/87   12402   12490
                     12/88   13552   14558
                     12/89   18950   19163
                     12/90   17782   18567
                     12/91   22543   24212
                     12/92   23830   26054
                     12/93   25960   28674
                     12/94   24967   29051
                     12/95   33212   39955
*******************************************************************************

Class D Shares
****************************[LINE CHART]**************************************
                     Average Annual Total Return
                     
                     1 Year  5 Years   10 Years
                     +30.59% +12.66%    +12.43%
                            
                     
                             Growth
                              Fund  S&P 500
                      1/86   10000   10000
                     12/86   11337   11867
                     12/87   12402   12490
                     12/88   13552   14558
                     12/89   18950   19163
                     12/90   17782   18567
                     12/91   22543   24212
                     12/92   23830   26054
                     12/93   25729   28674
                     12/94   24524   29051
                     12/95   32266   39955
*******************************************************************************

Growth Fund    (solid line)

S&P 500        (dashed line)
                                       11
<PAGE>
 
State Street Research Growth Fund 

Fund Information, Officers and Trustees of State Street Research Growth Trust

Fund Information 

State Street Research 
Growth Fund 
One Financial Center 
Boston, MA 02111 

Investment Adviser 
State Street Research & 
Management Company 
One Financial Center 
Boston, MA 02111 

Distributor 
State Street Research 
Investment Services, Inc. 
One Financial Center 
Boston, MA 02111 

Shareholder Services 
State Street Research 
Shareholder Services 
P.O. Box 8408 
Boston, MA 02266-8408 
1-800-562-0032 

Custodian 
State Street Bank and 
Trust Company 
225 Franklin Street 
Boston, MA 02110 

Legal Counsel 
Mintz, Levin, Cohn, Ferris, 
Glovsky and Popeo, P.C. 
One Financial Center 
Boston, MA 02111 

Independent Accountants 
Coopers & Lybrand L.L.P. 
One Post Office Square 
Boston, MA 02109 

Officers 

Ralph F. Verni 
Chairman of the Board, 
President and 
Chief Executive Officer 

Peter C. Bennett 
Vice President 

Frederick R. Kobrick 
Vice President 

Thomas P. Moore, Jr. 
Vice President 

Dudley F. Wade 
Vice President 

Gerard P. Maus 
Treasurer 

Joseph W. Canavan 
Assistant Treasurer 

Douglas A. Romich 
Assistant Treasurer 

Francis J. McNamara, III 
Secretary and General Counsel 

Darman A. Wing 
Assistant Secretary and 
Assistant General Counsel 

Amy L. Simmons 
Assistant Secretary 

Trustees 

Ralph F. Verni 
Chairman of the Board, 
President, Chief Executive 
Officer and Director, 
State Street Research & 
Management Company 

Edward M. Lamont 
Formerly in banking 
(Morgan Guaranty Trust 
Company of New York); 
presently engaged in private 
investments and civic affairs 

Robert A. Lawrence 
Partner, Saltonstall & Co. 

Dean O. Morton 
Retired; formerly Executive 
Vice President, Chief 
Operating Officer and Director, 
Hewlett-Packard Company 

Thomas L. Phillips 
Retired; formerly Chairman of 
the Board and Chief Executive 
Officer, Raytheon Company 

Toby Rosenblatt 
President, 
The Glen Ellen Company 
Vice President, 
Founders Investments Ltd. 

Michael S. Scott Morton 
Jay W. Forrester Professor of 
Management, Sloan School of 
Management, Massachusetts 
Institute of Technology 

Jeptha H. Wade 
Retired; formerly Of Counsel, 
Choate, Hall & Stewart 

                                       12

<PAGE>

[back cover]

State Street Research Growth Fund
One Financial Center
Boston, MA 02111

                                   [indicia]
                                   Bulk Rate
                                  U.S. Postage
                                      PAID
                                  Brockton, MA
                                 Permit No. 600

Questions? Comments?
Call us at 1-800-562-0032,
or write us at:

     State Street Research
     Shareholder Services
     P.O. Box 8408
     Boston, MA 02266-8408

[logo] STATE STREET RESEARCH

This report is prepared for the general information of current shareholders
only. It is not authorized for use as sales material with prospective 
investors.

CONTROL NUMBER: 2963-960220(0397)SSR-LD      

Cover Illustration by Dorothy Cullinan                              GF-926D-296



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