[letterhead of State Street Research]
May 3, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, DC 20549
Re: State Street Research Growth Trust
Securities Act of 1933 File No. 33-55024
Investment Company Act of 1940 File No. 811-985
CIK 34918
Dear Sir or Madam:
The undersigned, STATE STREET RESEARCH GROWTH TRUST, a Massachusetts
business trust (the "Registrant"), does hereby certify as follows:
(1) That the forms of prospectus and Statement of Additional Information that
would have been filed under paragraph (c) of Rule 497 of the Securities
Act of 1933, as amended (the "Securities Act"), would not have differed
from that contained in the most recent amendment to the registration
statement of the Registrant (Post-Effective Amendment No. 4 under the
Securities Act; Amendment No. 21 under the Investment Company Act of 1940)
for the State Street Growth Fund series of the Registrant; and
(2) That the text of the most recent amendment to the Registrant's
registration statement has been filed electronically (EDGAR accession
number 0000950146-96-000596).
STATE STREET RESEARCH
GROWTH TRUST
By:/s/ Darman A. Wing
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Darman A. Wing
Assistant Secretary