U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before
preparing Form.
Please print or type.
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1. Name and address of issuer:
State Street Research Growth Trust
One Financial Center
Boston, MA 02111
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2. Name of each series or class of funds for which this notice is filed:
State Street Research Growth Fund
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3. Investment Company Act File Number: 811-985
Securities Act File Number: 33-55024
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4. Last day of fiscal year for which this notice is filed: December 31, 1995
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5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to
rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year:
State Street Research Growth Fund shares 0
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<PAGE>
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
State Street Research Growth Fund shares 0
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9. Number and aggregate sale price of securities sold during the fiscal
year:
Number of securities sold:
State Street Research Growth Fund shares 1,471,651
Aggregate sale price of securities sold:
State Street Research Growth Fund shares $13,430,368
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of securities sold:
State Street Research Growth Fund shares 1,471,651
Aggregate sale price of securities sold:
State Street Research Growth Fund shares $13,430,368
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11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Number of securities issued:
State Street Research Growth Fund shares 3,209,505
Aggregate sale price of securities issued:
State Street Research Growth Fund shares $22,524,230
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<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during
the fiscal year in reliance on rule 24f-2
(from Item 10): $13,430,368
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +$22,524,230
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $22,998,132
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(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to Rule 24e-2 (if applicable): + 0
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(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable): $12,956,466
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)] $ 4,468
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 20, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Amy L. Simmons
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Amy L. Simmons, Assistant Secretary
Date February 26, 1996
*Please print the name and title of the signing officer below the
signature
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[Mintz, Levin Letterhead]
February 16, 1996
State Street Research Growth Trust
One Financial Center
Boston, Massachusetts 02111
Dear Sirs:
We are furnishing this opinion with a view to your filing the
same or duplicates thereof with the Securities and Exchange Commission,
Washington, D.C., in connection with the filing of a Rule 24f-2 Notice
by you with said Commission with which this opinion or duplicates
thereof are to be filed. Said Rule 24f-2 Notice is being filed pursuant
to the election made by State Street Research Growth Trust (the "Trust")
to register an indefinite number of shares of beneficial interest
("Shares") in the State Street Research Growth Fund portfolio of the
Trust.
We act as your legal counsel and have examined all such
records, papers and documents as we believe necessary in order to enable
us to render the opinion set forth below.
On the basis of the foregoing we are of the opinion that:
1. The Trust was duly organized and is a lawfully
existing business trust under the laws of the Commonwealth
of Massachusetts.
2. The Trust has authorized capital stock consisting
of an unlimited number of shares of beneficial interest.
3. The 1,471,651 Shares of State Street Research
Growth Fund, which were sold in the fiscal year ended December
31, 1995 were legally and validly issued and are fully paid and
nonassessable.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
T3/602871.1
