STATE STREET RESEARCH GROWTH TRUST
N-30D, 1997-02-28
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[logo]STATE STREET RESEARCH

STATE STREET RESEARCH
GROWTH FUND

ANNUAL REPORT
December 31, 1996

[GRAPHIC]MAN CLIMBING STAIRS

WHAT'S INSIDE

From the Chairman
Positive performance from
stocks and bonds

Portfolio Manager's Review
A mixed year for
Growth Fund

Fund Information
Facts and figures

Plus, Complete Portfolio Holdings
and Financial Statements

[GRAPHIC]DALBAR LOGO
For Excellence
in
Shareholder Service


<PAGE>

FROM THE CHAIRMAN

[GRAPHIC]RALPH F. VERNI

To Our Shareholders: 

1996 was another year of strong returns for many investors in the stock 
market. For much of the past year, there were strong corporate profits, low 
inflation and steady-but-slow economic growth. The Dow Jones Industrial 
Average broke the 6000 point barrier in October, and the Standard & Poor's 
500 Composite Index was up +22.95% for the 12 months ended December 31, 1996. 
Investors in the bond market also enjoyed positive returns, with the Lehman 
Brothers Aggregate Bond Index gaining +3.63% for the same time period.(1)
 

Stocks 

Most of the gains in the stock market in 1996 were concentrated in the 
largest companies and industry giants. The Russell 2000 Index, which measures 
small-company stock performance, lagged the performance of the S&P 500 but 
still returned a solid +16.50%,(1) with most of the gain occurring in the first 
six months of the year. Our analysts believe that 1997 may be a year in which 
more of the smaller companies, many of which have not been able to keep pace 
with the larger names, may see better results. 

Bonds 

High-yield bonds were steady performers throughout the year, benefiting from 
the stronger than expected economy, which never overheated enough to 
precipitate any action by the Federal Reserve, Higher-quality bonds rallied 
through the summer and fall, before losing momentum late in the fourth 
quarter. In 1997, bonds should continue to take their cue from the economy 
and the Fed. 

Tax-Time Reminder 

In closing, I'd like to remind State Street Research investors of our 
extended call-in hours for tax time. Starting March 1 and continuing through 
April 15, 1997, Shareholder Services representatives will be available from 
8:00 a.m. until 8:00 p.m., and on Saturdays from 10:00 a.m. until 2:00 p.m. 
Call them with your account and tax-related questions during these extended 
hours. 

Thank you for investing in State Street Research Growth Fund. 

Sincerely, 

[SIG]Ralph F. Verni

Ralph F. Verni 
Chairman 
January 31, 1997 

(1) 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 Lehman Brothers Aggregate Bond Index is a commonly used 
measure of bond market performance. The Russell 2000 Index is a commonly used 
measure of small-company stock performance. The indices are unmanaged and do 
not take sales charges into consideration. Direct investment in the indices 
is not possible; results are for illustrative purposes only. 

(2)+11.73% for Class B shares; +12.74% for Class C shares; +11.89% for Class D 
shares. 

(3)Investment 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. 

(4)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 and higher redemptions and expenses that have 
occurred during the Fund's current, continuous public offering. Performance 
for a class may include periods prior to the adoption of class designations 
in 1993, which resulted in new or increased 12b-1 fees of up to 1% per class 
thereafter and which will reduce subsequent performance. "C" shares, offered 
without a sales charge, are available only to certain employee benefit plans 
and large institutions. 

(5)Performance reflects maximum 4.5% "A" share front-end sales charge or 5% "B" 
share or 1% "D" share contingent deferred sales charges where applicable. 

(6)Cumulative 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, 1996)
- --------------------------------------------------------------------------------

Total value of $10,000 invested on 1/1/87(3) 
(Class A shares, at maximum applicable sales charge) 

[GRAPHIC]Mountain Chart
Mountain chart plot points

1/87      9550
12/87     10447
12/88     11416
12/89     15963
12/90     14979
12/91     18989
12/92     20073
12/93     21816
12/94     20981
12/95     27815
12/96     31334

SEC Average Annual Compound Rates of Return 
(at maximum applicable sales charge)(4,5)

<TABLE>
<CAPTION>
             10 Years   5 Years     1 Year 
- ---------- -----------  --------- ---------- 
<S>           <C>         <C>        <C>
Class A       +12.10%     +9.52%     +7.58% 
- ---------- -----------  --------- ---------- 
Class B       +12.27%     +9.64%     +6.73% 
- ---------- -----------  --------- ---------- 
Class C       +12.69%    +10.68%    +12.74% 
- ---------- -----------  --------- ---------- 
Class D       +12.28%     +9.88%    +10.89% 
- ---------- -----------  --------- ---------- 
</TABLE>

Cumulative Total Returns 
(do not reflect sales charge)(4,6)
<TABLE>
<CAPTION>
             10 Years   5 Years     1 Year 
- ---------- -----------  --------- ---------- 
<S>          <C>         <C>        <C>
Class A      +228.10%    +65.01%    +12.65% 
- ---------- -----------  --------- ---------- 
Class B      +218.09%    +59.97%    +11.73% 
- ---------- -----------  --------- ---------- 
Class C      +230.27%    +66.10%    +12.74% 
- ---------- -----------  --------- ---------- 
Class D      +218.44%    +60.14%    +11.89% 
- ---------- -----------  --------- ---------- 
</TABLE>

Top 5 Equity Industries 
(by percentage of net assets) 

[GRAPHIC]Bar Chart

Hotel and restaurant 11.6%
Oil service 11.3%
Retail 9.1%
Computer software
and sevice 8.0%
Business service 7.5%
Total: 47.5%

<PAGE> 

PORTFOLIO MANAGER'S REVIEW

[GRAPHIC]Frederick R. Kobrick
         Portfolio Manager

The following is a discussion with portfolio manager Fred Kobrick. Fred 
has 25 years of investment experience and is the lead portfolio manager for 
the Equity Group's Aggressive Growth Team. 

Q: How did the Fund perform over the past 12 months? 

A: Performance was mixed but positive. Class A shares of the Fund 
provided a total return of +12.65% for the year ended December 31, 1996 (does 
not reflect sales charge).(2) Over the past 12 months, the Fund underperformed 
the +19.24% average total return for the 669 fund classes in Lipper 
Analytical Services' Growth Funds category. 

A total return of greater than 12% means that investors profited by being 
in Growth Fund in 1996; however, we were disappointed by our performance 
versus the other funds in our peer group. I should note that after the Fund 
showed strong performance for nearly 10 of the past 12 months, we entered a 
phase in which the stock market moved away from higher-growth issues to favor 
more stable growers. 

Q: What contributed to Fund performance? 

A: Some of the Fund's underperformance can be attributed to a couple of 
significant occurrences in the stock market in the past year. In July, we 
experienced a stock market correction led by a sell-off in smaller, more 
aggressive growth stocks. The market became conservative, and as the Dow 
Index came back, aggressive stocks with high earnings growth did not come 
back in the same fashion. We were able to recover somewhat by doing our 
homework and making good choices in a number of industries, most notably, 
retail, computer software and service, business service, and hotel and 
restaurant stocks. 

In the fourth quarter, there was a dramatic upswing in the Dow Jones 
despite its sizable correction in the middle of December. But many aggressive 
large-cap and mid-cap stocks--the type we focus on for the portfolio--were on 
the way down. The market swung in favor of those stocks at the top end of the 
chain. 

The conservatism of the market late in the year stemmed from worries 
developed during the July correction. Investors went looking for 
predictability and stability of earnings, which is why they started buying 
more of those market leaders' stocks. 

Q: What adjustments did you make to the portfolio during the past 12 
months? 

A: We made a number of changes to the Fund. Last year at this time we had 
5.6% of the portfolio invested in hotel and restaurant stocks. We have more 
than doubled our holdings in this industry over the past 12 months to the 
benefit of the portfolio. Reservation service provider HFS and hotel chain 
Extended Stay America represent the largest holdings in this area. Hotel and 
restaurant stocks now account for 11.6% of the portfolio. 

Energy was a strong sector in 1996, and we built a reasonable position in 
oil-services stocks, which make up 11.3% of the portfolio as of December 31, 
1996. We like the fundamentals of many companies in this area and see 
potential for strong growth. Oil-service equipment provider Schlumberger is 
our largest holding here. 

Q: What is your investment strategy going forward into 1997? 

A: The outlook for 1997 is positive; we have many holdings that have 
strong fundamentals but low prices. We believe the market offers great 
opportunity for investors with a long-term bias and an emphasis on high 
earnings growth. We'll primarily rely on fundamental research to uncover 
companies--small or large--that present a good value or offer strong growth 
potential. Bottom-up, company-by-company stock selection has been a mainstay 
of our method and will continue to be so. 

Top 10 Stock Positions 
(by percentage of net assets) 

1 Republic Industries Waste management 6.5% 

2 HFS Hotel reservation service 5.3% 

3 Gucci Apparel 3.4% 

4 Chase Manhattan Banking 3.2% 

5 Lucent Technologies Telecommunications products 3.1% 

6 Sanmina Electronic circuit boards 2.9% 

7 Compania Anonima Nacional Telefonos de Venezuela telephone 2.8% 

8 Extended Stay America Extended-stay lodging 2.6% 

9 Warner Lambert Pharmaceuticals 2.6% 

10 Schlumberger Oil service equipment 2.2% 

These securities represent an aggregate of 34.6% of the portfolio. 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, 1996 through December 31, 1996) 

Best
- --------------------------------------------------------------------------------
Gucci 
 Market-share gains boosted the profits of this specialty retailer. 

HFS 
 Expansion into real estate markets helped this reservation service 
 provider. 

Republic Industries 
 Consolidation of its industries raised the profitability of this 
 waste-management company. 

Worst
- --------------------------------------------------------------------------------
Sunglass Hut 
 Reduced shopping mall traffic hurt retailer's earnings. 

Trump Hotels and Casino 
 Increased competition hurt casino business and stock's outlook. 

Digital Equipment 
 Poor competitive position in the PC business weakened company's earnings. 

                                   2

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO
- --------------------------------------------------------------------------------
December 31, 1996

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
                                                             Value 
                                              Shares       (Note 1) 
- -------------------------------------------- ---------  --------------- 
<S>                                           <C>        <C>
COMMON STOCKS 97.9% 
Basic Industries 1.0% 
Chemical 0.7% 
Rhone-Poulenc SA ADR                           44,300    $  1,500,663 
                                                        --------------- 
Machinery 0.3% 
US Filter Corp.*                               22,000         698,500 
                                                        --------------- 
Total Basic Industries                                      2,199,163 
                                                        --------------- 
Consumer Cyclical 26.6% 
Airline 1.5% 
Continental Airlines Inc. Cl. B*              125,200       3,536,900 
                                                        --------------- 
Automotive 0.3% 
Team Rental Group, Inc. Cl. A*                 46,400         748,200 
                                                        --------------- 
Hotel & Restaurant 11.6% 
Doubletree Corp.*                              37,100       1,669,500 
Extended Stay America Inc.*                   290,400       5,844,300 
HFS Inc.*                                     204,000      12,189,000 
Hilton Hotels Corp.                            87,900       2,296,387 
Interstate Hotels Co.*                         82,200       2,322,150 
Sun International Hotels Ltd.*                 15,600         569,400 
Trump Hotels & Casino Resorts Inc.*           137,800       1,653,600 
                                                        --------------- 
                                                           26,544,337 
                                                        --------------- 
Recreation 1.1% 
Action Performance Co., Inc.*                   9,200         165,600 
Evergreen Media Corp. Cl. A                    24,400         610,000 
Lin Television Corp.*                          32,000       1,352,000 
Petco Animal Supplies Inc.*                    15,100         313,325 
                                                        --------------- 
                                                            2,440,925 
                                                        --------------- 
Retail Trade 9.1% 
Abercrombie & Fitch Co. Cl. A*                 13,700         226,050 
Borders Group Inc.*                            67,400       2,417,975 
BT Office Products International Inc.*         37,400         331,925 
CVS Corp.                                      30,200       1,249,525 
Dollar Tree Stores Inc.*                       14,500         554,625 
Gucci Group NV*                               122,200       7,805,525 
Jones Apparel Group Inc.*                      79,600       2,975,050 
Just For Feet Inc.*                            35,500         931,875 
Rite-Aid Corp.                                 31,300       1,244,175 
Staples Inc.*                                  59,550       1,075,622 
Sunglass Hut International Inc.*              271,300       1,966,925 
                                                        --------------- 
                                                           20,779,272 
                                                        --------------- 
Textile & Apparel 3.0% 
Men's Wearhouse, Inc.*                        117,700       2,883,650 
Nautica Enterprises Inc.*                      62,700       1,583,175 

Textile & Apparel (cont'd) 
Tommy Hilfiger Corp.*                          49,200    $  2,361,600 
                                                        --------------- 
                                                            6,828,425 
                                                        --------------- 
Total Consumer Cyclical                                    60,878,059 
                                                        --------------- 
Consumer Staple 16.6% 
Business Service 7.5% 
Apache Medical Systems Inc.*                   19,100         204,131 
Caribiner International Inc.*                   4,800         241,200 
Outdoor Systems Inc.*                          18,300         514,688 
Republic Industries Inc.*                     395,900      12,347,131 
Republic Industries Inc.++*                    85,000       2,532,966 
U.S. Office Products Co.*                      37,400       1,276,275 
                                                        --------------- 
                                                           17,116,391 
                                                        --------------- 
Drug 5.3% 
Cephalon Inc.*                                 64,400       1,320,200 
Novartis AG ADR*                               26,668       1,522,379 
SmithKline Beecham PLC ADR                     50,000       3,400,000 
Warner-Lambert Co.                             77,900       5,842,500 
                                                        --------------- 
                                                           12,085,079 
                                                        --------------- 
Food & Beverage 0.7% 
Boston Chicken Inc.*                           42,900       1,539,037 
                                                        --------------- 
Hospital Supply 1.9% 
MedPartners Inc.*                             135,841       2,852,661 
Neopath Inc.*                                  25,500         465,375 
Wellpoint Health Networks Inc. Cl. A*          29,300       1,007,187 
                                                        --------------- 
                                                            4,325,223 
                                                        --------------- 
Personal Care 0.2% 
Polymer Group Inc.*                            33,900         470,363 
                                                        --------------- 
Printing & Publishing 0.9% 
Hollinger International, Inc. Cl. A*          128,800       1,481,200 
Hollinger International, Inc. Cv. Pfd.         59,800         687,700 
                                                        --------------- 
                                                            2,168,900 
                                                        --------------- 
Tobacco 0.1% 
Swisher International Group Inc. Cl. A*        21,000         333,375 
                                                        --------------- 
Total Consumer Staple                                      38,038,368 
                                                        --------------- 
Energy 13.8% 
Oil 2.5% 
Chesapeake Energy Corp.*                        6,100         339,313 
ENI SPA ADR                                    96,700       4,992,137 
Titan Exploration Inc.*                        26,800         321,600 
                                                        --------------- 
                                                            5,653,050 
                                                        --------------- 

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

                                        3

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- -----------------------------------------------------------------------
                                                             Value 
                                              Shares       (Note 1) 
- -------------------------------------------- ---------  --------------- 
Oil Service 11.3% 
BJ Services Co.*                               54,300    $  2,769,300 
Ensco International Inc.*                      47,000       2,279,500 
Global Marine Inc.*                           209,900       4,329,187 
Helmerich & Payne Inc.                         53,800       2,804,325 
Marine Drilling Companies, Inc.*               22,700         446,906 
NewPark Resources, Inc.*                       14,300         532,675 
Noble Drilling Corp.*                         180,500       3,587,438 
Reading & Bates Corp.*                         46,500       1,232,250 
Rowan Companies, Inc.*                        106,200       2,402,775 
Schlumberger Ltd.                              51,300       5,123,587 
Varco International Inc.*                      21,500         497,188 
                                                        --------------- 
                                                           26,005,131 
                                                        --------------- 
Total Energy                                               31,658,181 
                                                        --------------- 
Finance 10.9% 
Bank 4.4% 
Bank United Corp. Cl. A                        13,000         347,750 
Boatmen's Bancshares, Inc.                     37,600       2,425,200 
Chase Manhattan Corp.                          81,600       7,282,800 
                                                        --------------- 
                                                           10,055,750 
                                                        --------------- 
Financial Service 3.9% 
Allmerica Financial Corp.                      41,500       1,390,250 
Beacon Properties Corp.                        41,000       1,501,625 
First USA Paymentech Inc.*                     32,200       1,090,775 
Green Tree Financial Corp.                     63,000       2,433,375 
MoneyGram Payment Systems Inc.*                67,700         897,025 
Starwood Lodging Trust                         32,000       1,764,000 
                                                        --------------- 
                                                            9,077,050 
                                                        --------------- 
Insurance 2.6% 
AMBAC Inc.                                     47,900       3,179,362 
Progressive Corp.                              16,700       1,125,163 
TIG Holdings Inc.                              24,900         843,488 
W.R. Berkley Corp.                             15,000         761,250 
                                                        --------------- 
                                                            5,909,263 
                                                        --------------- 
Total Finance                                              25,042,063 
                                                        --------------- 
Science & Technology 24.5% 
Computer Software & Service 8.0% 
Ascend Communications Inc.*                    68,300       4,243,137 
Check Point Software Technologies Ltd.*        12,100         263,175 
Excalibur Technologies Corp.*                  17,300         272,475 
Geoworks*                                      26,100         639,450 
Ingram Micro Inc. Cl. A*                       20,800         478,400 
P-COM, Inc.*                                   40,000       1,185,000 
Parametric Technology Corp.*                   54,300       2,789,662 

Computer Software & Service (cont'd) 
Sabre Group Holdings Inc. Cl. A*               17,600      $  490,600 
Sybase Inc.*                                  106,800       1,782,225 
Synopsys Inc.*                                 21,400         989,750 
Ultratech Stepper Inc.*                        14,400         342,000 
Westell Technologies, Inc. Cl. A*              94,000       2,150,250 
Western Digital Corp.*                         41,700       2,371,688 
Wind River Systems Inc.*                        7,100         336,363 
                                                        --------------- 
                                                           18,334,175 
                                                        --------------- 
Electronic Components 6.5% 
Altera Corp.*                                  40,300       2,929,306 
Applied Magnetics Corp.*                       35,500       1,060,563 
CHS Electronics Inc.*                          16,300         279,138 
Pairgain Technologies Inc.*                    54,600       1,661,887 
Sanmina Corp.*                                117,800       6,655,700 
Texas Instruments Inc.                         37,800       2,409,750 
                                                        --------------- 
                                                           14,996,344 
                                                        --------------- 
Electronic Equipment 6.3% 
Applied Materials Inc.*                        69,600       2,501,250 
KLA Instruments Corp.*                         63,100       2,240,050 
Lucent Technologies Inc.*                     153,700       7,108,625 
Motorola Inc.                                  16,700       1,024,962 
Novellus Systems Inc.*                         16,500         894,094 
Tencor Instruments*                            23,800         627,725 
                                                        --------------- 
                                                           14,396,706 
                                                        --------------- 
Office Equipment 3.7% 
3Com Corp.*                                    24,000       1,761,000 
Compaq Computer Corp.*                         46,200       3,430,350 
Dell Computer Corp.*                           27,600       1,466,250 
Read-Rite Corp.*                               50,300       1,270,075 
Stormedia Inc. Cl. A*                          35,100         565,987 
                                                        --------------- 
                                                            8,493,662 
                                                        --------------- 
Total Science & Technology                                 56,220,887 
                                                        --------------- 
Utility 4.5% 
Natural Gas 0.7% 
Calpine Corp.*                                 73,800       1,476,000 
                                                        --------------- 
Telephone 3.8% 
Compania Anonima Nacional Telefonos de 
  Venezuela ADR                               226,500       6,370,313 
Omnipoint Corp.*                               30,400         585,200 
Telecomunicacoes Brasileiras ADR*              23,700       1,813,050 
                                                        --------------- 
                                                            8,768,563 
                                                        --------------- 
Total Utility                                              10,244,563 
                                                        --------------- 
Total Common Stocks (Cost $191,923,468)                   224,281,284 
                                                        --------------- 
</TABLE>

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

                                        4

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- --------------------------------------------------------------------------------
INVESTMENT PORTFOLIO (cont'd)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
                                    Principal     Maturity        Value 
                                     Amount         Date        (Note 1) 
- --------------------------------- ------------- ------------  --------------- 
<S>                                <C>           <C>          <C>
SHORT-TERM OBLIGATIONS 6.6% 
American Express Credit Corp., 
  6.55%                            $7,768,000    1/02/1997    $  7,768,000 
Beneficial Corp., 5.95%             1,058,000    1/02/1997       1,058,000 
Chevron Oil Finance Co., 6.15%      6,149,000    1/02/1997       6,149,000 
                                                              --------------- 
Total Short-Term Obligations (Cost $14,975,000)                 14,975,000 
                                                              --------------- 
Total Investments (Cost $206,898,468)--104.5%                  239,256,284 
Cash and Other Assets, Less Liabilities--(4.5%)                (10,224,843) 
                                                              --------------- 
Net Assets--100.0%                                            $229,031,441 
                                                              =============== 
</TABLE>

<TABLE>

<S>                                            <C>
- ------------------------------------------------------------ 
Federal Income Tax Information: 
At December 31, 1996, the net unrealized appreciation 
 of investments based on cost for Federal income tax 
 purposes of $204,146,956 was as follows: 
Aggregate gross unrealized appreciation for 
  all investments in which there is an excess 
  of value over tax cost                       $43,709,638 
Aggregate gross unrealized depreciation for 
  all investments in which there is an excess 
  of tax cost over value                        (8,600,310) 
                                              -------------- 
                                               $35,109,328 
                                              ============== 
</TABLE>


*  Nonincome-producing securities 

++ Security valued under consistently applied procedures established by the 
   Trustees. Security restricted as to public resale. At December 31, 1996, 
   there were no outstanding unrestricted securities of the same class as 
   those held. The total cost and market value of restricted securities owned 
   at December 31, 1996 were $2,507,500 and $2,532,966 (1.11% of net assets), 
   respectively. 



   ADR stands for American Depositary Receipt representing ownership of foreign 
   securities. 

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

                                            5


<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- -----------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
- -----------------------------------------------------------------------
December 31, 1996

<TABLE>
<CAPTION>
<S>                                                        <C>
Assets 
Investments, at value (Cost $206,898,468) (Note 1)         $239,256,284 
Cash                                                             23,090 
Receivable for securities sold                                2,120,461 
Receivable for fund shares sold                               1,361,382 
Dividends and interest receivable                                99,010 
Other assets                                                      4,432 
                                                           ------------ 
                                                            242,864,659 
Liabilities 
Capital gains distribution payable                           13,194,747 
Payable for fund shares redeemed                                372,502 
Accrued management fee (Note 2)                                  95,947 
Accrued distribution and service fees (Note 4)                   33,342 
Accrued transfer agent and shareholder services (Note 2)         28,258 
Payable for securities purchased                                 23,019 
Accrued trustees' fees (Note 2)                                   8,914 
Other accrued expenses                                           76,489 
                                                           ------------ 
                                                             13,833,218 
                                                           ------------ 
Net Assets                                                 $229,031,441 
                                                          ============= 
Net Assets consist of: 
 Unrealized appreciation of investments                    $ 32,357,816 
 Accumulated net realized gain                                   77,400 
 Shares of beneficial interest                              196,596,225 
                                                          ------------- 
                                                           $229,031,441 
                                                          ============= 
Net Asset Value and redemption price per share of Class 
  A shares ($15,181,360 / 2,118,742 shares of beneficial 
  interest)                                                       $7.17 
                                                          ============= 
Maximum Offering Price per share of Class A shares 
  ($7.17 / .955)                                                  $7.51 
                                                          ============= 
Net Asset Value and offering price per share of 
  Class B shares ($31,118,685 / 4,473,179 shares of 
  beneficial interest)*                                           $6.96 
                                                          ============= 
Net Asset Value, offering price and redemption price per 
  share of Class C shares ($177,147,340 / 24,667,126 
  shares of beneficial interest)                                  $7.18 
                                                          ============= 
Net Asset Value and offering price per share of 
  Class D shares ($5,584,056 / 802,899 shares of 
  beneficial interest)*                                           $6.95 
                                                          ============= 
</TABLE>

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

- ----------------------------------------------------------------------
STATEMENT OF OPERATIONS
- ----------------------------------------------------------------------
For the year ended December 31, 1996

<TABLE>
<S>                                                        <C>
Investment Income 
Dividends, net of foreign taxes of $27,798                 $ 1,017,593 
Interest                                                       344,131 
                                                           ----------- 
                                                             1,361,724 
Expenses 
Management fee (Note 2)                                      1,100,839 
Custodian fee                                                  136,386 
Transfer agent and shareholder services (Note 2)                89,410 
Registration fees                                               53,456 
Reports to shareholders                                         36,256 
Audit fee                                                       30,328 
Trustees' fees (Note 2)                                         27,440 
Service fee--Class A (Note 4)                                   22,693 
Distribution and service fees--Class B (Note 4)                209,446 
Distribution and service fees--Class D (Note 4)                 42,516 
Legal fee                                                        7,794 
Miscellaneous                                                   26,827 
                                                           ----------- 
                                                             1,783,391 
                                                           ----------- 
Net investment loss                                           (421,667) 
                                                           ----------- 
Realized and Unrealized Gain on Investments 
Net realized gain on investments (Notes 1 and 3)            25,313,329 
Net unrealized appreciation of investments                   1,008,895 
                                                           ----------- 
Net gain on investments                                     26,322,224 
                                                           ----------- 
Net increase in net assets resulting from operations       $25,900,557 
                                                           =========== 
</TABLE>

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

                                          6


<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- ------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
- ------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             Year ended December 31 
                                        -------------------------------- 
                                              1996            1995 
- --------------------------------------- ---------------  --------------- 
<S>                                       <C>             <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment income (loss)              $   (421,667)   $    921,337 
Net realized gain on investments*           25,313,329      57,615,231 
Net unrealized appreciation of 
  investments                                1,008,895       2,561,460 
                                        ---------------  --------------- 
Net increase resulting from operations      25,900,557      61,098,028 
                                        ---------------  --------------- 
Dividends from net investment income: 
 Class A                                            --          (2,898) 
 Class C                                      (212,810)       (756,996) 
                                        ---------------  --------------- 
                                              (212,810)       (759,894) 
                                        ---------------  --------------- 
Distributions from net realized gains: 
 Class A                                    (1,432,492)       (568,862) 
 Class B                                    (3,063,722)     (2,759,387) 
 Class C                                   (17,829,679)    (56,277,393) 
 Class D                                      (542,316)       (549,837) 
                                        ---------------  --------------- 
                                           (22,868,209)    (60,155,479) 
                                        ---------------  --------------- 
Net increase from fund share 
  transactions (Note 5)                     24,343,911      12,930,239 
                                        ---------------  --------------- 
Total increase in net assets                27,163,449      13,112,894 
Net Assets 
Beginning of year                          201,867,992     188,755,098 
                                        ---------------  --------------- 
End of year (including undistributed 
  net investment income of 
  $0 and $206,529, respectively)          $229,031,441    $201,867,992 
                                        ===============  =============== 
* Net realized gain for Federal income 
  tax purposes (Note 1)                   $ 23,295,967    $ 60,297,725 
                                        ===============  =============== 
</TABLE>

- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
December 31, 1996

State Street Research Growth Fund (the "Fund"), is a series of State 
Street Research 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.

                                           7

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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. 
For the year ended December 31, 1996, the Fund has designated as long-term 
$15,526,331 of the distributions from net realized gains. 


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. During the 
year ended December 31, 1996, the fees pursuant to such agreement amounted to 
$1,100,839. 

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, 1996, the amount of 
such expenses was $28,674. 

The fees of the Trustees not currently affiliated with the Adviser amounted 
to $27,440 during the year ended December 31, 1996. 

Note 3 

For the year ended December 31, 1996, exclusive of short-term investments and 
U.S. Government obligations, purchases and sales of securities aggregated 
$529,974,448 and $526,298,006, 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 
for personal services and/or the maintenance or servicing of shareholder 
accounts, 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, 
1996, fees pursuant to such plan amounted to $22,693, $209,446 and $42,516 
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 $35,003 and $188,274, respectively, on sales of Class A shares of 
the Fund during the year ended December 31, 1996, and that MetLife 
Securities, Inc. earned commissions aggregating $391,207 on sales of Class B 
shares, and that the Distributor collected contingent deferred sales charges 
of $36,816 and $250 on redemptions of Class B and Class D shares, 
respectively, during the same period. 

                                         8

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- --------------------------------------------------------------------------------
NOTES (cont'd)
- --------------------------------------------------------------------------------

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, 1996, 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 
                                               --------------------------------------------------------------- 
                                                            1996                            1995 
                                               -------------------------------  ------------------------------ 
Class A                                            Shares          Amount          Shares          Amount 
- ---------------------------------------------  -------------- ---------------- --------------  --------------- 
<S>                                               <C>           <C>              <C>            <C>
Shares sold                                       1,847,928     $ 14,383,066        208,712     $  1,886,012 
Issued upon reinvestment of: 
 Distributions from net realized gains              195,417        1,399,231         78,495          551,038 
 Dividend from net investment income                     --               --            315            2,775 
Shares redeemed                                    (263,591)      (2,062,377)       (49,931)        (451,405) 
                                               -------------- ---------------- --------------  --------------- 
Net increase                                      1,779,754     $ 13,719,920        237,591     $  1,988,420 
                                               ============== ================ ==============  =============== 
Class B                                            Shares          Amount          Shares          Amount 
- ---------------------------------------------  -------------- ---------------- --------------  --------------- 
Shares sold                                       2,947,485     $ 22,502,916      1,044,801     $  9,544,221 
Issued upon reinvestment of distributions 
  from net realized gains                           369,233        2,566,243        352,023        2,425,440 
Shares redeemed                                    (395,250)      (2,996,738)       (65,041)        (572,546) 
                                               -------------- ---------------- --------------  --------------- 
Net increase                                      2,921,468     $ 22,072,421      1,331,783     $ 11,397,115 
                                               ============== ================ ==============  =============== 
Class C                                            Shares          Amount          Shares          Amount 
- ---------------------------------------------  -------------- ---------------- --------------  --------------- 
Shares sold                                         114,007     $    899,665         18,689     $    168,373 
Issued upon reinvestment of: 
 Distributions from net realized gains              807,652        5,802,306      2,691,966       18,924,523 
 Dividends from net investment income                 4,457           36,774         12,393          109,179 
Shares redeemed                                  (2,836,294)     (21,897,052)    (2,415,508)     (21,806,684) 
                                               -------------- ---------------- --------------  --------------- 
Net increase (decrease)                          (1,910,178)    $(15,158,307)       307,540     $ (2,604,609) 
                                               ============== ================ ==============  =============== 
Class D                                            Shares          Amount          Shares          Amount 
- ---------------------------------------------  -------------- ---------------- --------------  --------------- 
Shares sold                                         462,926     $  3,510,341        199,449     $  1,805,535 
Issued upon reinvestment of distributions 
  from net realized gains                            71,693          498,203         74,313          511,275 
Shares redeemed                                     (39,411)        (298,667)       (20,783)        (167,497) 
                                               -------------- ---------------- --------------  --------------- 
Net increase                                        495,208     $  3,709,877        252,979     $  2,149,313 
                                               ============== ================ ==============  =============== 
</TABLE>

                                                    9

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
For a share outstanding throughout each year: 
<TABLE>
<CAPTION>
                                          Class A                                     Class B 
                        -------------------------------------------  -------------------------------------------- 
                                  Year ended December 31                       Year ended December 31 
                        -------------------------------------------  -------------------------------------------- 
                         1996***    1995***      1994      1993*     1996***    1995***      1994       1993** 
 ----------------------  --------- --------- -----------  ---------  --------- --------- ----------- ----------- 
<S>                      <C>        <C>         <C>        <C>       <C>        <C>         <C>         <C>
Net asset value, 
  beginning of year      $  7.02    $  7.09     $ 8.50     $ 9.63    $  6.89    $  7.02     $ 8.46      $ 9.56 
Net investment income 
  (loss)                   (0.03)      0.01       0.05       0.06      (0.08)     (0.06)     (0.00)       0.03 
Net realized and 
  unrealized gain 
  (loss) on investments     0.93       2.30      (0.38)      0.37       0.90       2.29      (0.41)       0.42 
Dividends from net 
  investment income           --      (0.02)     (0.05)     (0.08)        --         --         --       (0.07) 
Distributions from net 
  realized gains           (0.75)     (2.36)     (1.03)     (1.48)     (0.75)     (2.36)     (1.03)      (1.48) 
                         --------- --------- -----------  ---------  --------- --------- ----------- ----------- 
Net asset value, end 
  of year                $  7.17    $  7.02     $ 7.09     $ 8.50    $  6.96    $  6.89     $ 7.02      $ 8.46 
                         ========= ========= ===========  =========  ========= ========= =========== =========== 
Total return               12.65%+    32.57%+    (3.83)%+    4.52%+++  11.73%+    31.71%+    (4.80)%+     4.64%+++ 
Net assets at end of 
  year (000s)            $15,181    $ 2,379     $  719     $  602    $31,119    $10,684     $1,544      $  986 
Ratio of operating 
  expenses to average 
  net assets                0.90%      0.89%      0.90%      0.96%++    1.65%      1.63%      1.63%       1.71%++ 
Ratio of net 
  investment income 
  (loss) to average net 
  assets                   (0.34)%     0.12%      0.54%      0.48%++   (1.07)%    (0.69)%    (0.20)%     (0.36)%++ 
Portfolio turnover 
  rate                    237.85%    234.43%     57.18%     68.36%    237.85%    234.43%     57.18%      68.36% 
Average commission 
  rate@                  $  0.03         --         --         --    $  0.03         --         --          -- 
</TABLE>

<TABLE>
<CAPTION>
                                                 Class C                                              Class D 
                           ----------------------------------------------------------  -------------------------------------------
                                            Year ended December 31                              Year ended December 31 
                           ----------------------------------------------------------  -------------------------------------------
                               1996***     1995***      1994        1993        1992     1996***    1995***      1994       1993** 
- -------------------------  ----------- ------------  -------- ----------- -----------  ---------  ----------  -------- ----------- 
<S>                        <C>         <C>          <C>         <C>         <C>        <C>        <C>         <C>         <C>
Net asset value,
 beginning of year         $   7.02    $   7.08     $   8.51    $   9.26    $   9.14   $  6.88    $  7.02     $ 8.45      $ 9.56 
Net investment income (loss)  (0.00)       0.04         0.07        0.09        0.14     (0.08)     (0.06)     (0.00)       0.03 
Net realized and unrealized 
  gain (loss) on investments   0.92        2.29        (0.40)       0.74        0.15      0.90       2.28      (0.40)       0.41 
Dividends from net investment 
  income                      (0.01)      (0.03)       (0.07)      (0.10)      (0.14)       --         --         --       (0.07) 
Distributions from net 
  realized gains              (0.75)      (2.36)       (1.03)      (1.48)      (0.03)    (0.75)     (2.36)     (1.03)      (1.48) 
                             ----------- ------------  -------- ----------- -----------  ---------  ----------  -------- -----------
Net asset value, end of
  year                     $   7.18    $   7.02     $   7.08    $   8.51    $   9.26   $  6.95    $  6.88     $ 7.02      $ 8.45 
                             =========== ============  ======== =========== ===========  =========  ==========  ======== ===========
Total return                  12.74%+     33.02%+      (3.82)%+     8.94%+      5.71%+   11.89%+    31.57%+    (4.68)%+     4.59%+++
Net assets at end of year 
  (000s)                   $177,147    $186,689     $186,108    $250,786    $263,781   $ 5,584    $ 2,117     $  384      $  242 
Ratio of operating
  expenses to average
  net assets                   0.65%       0.64%        0.64%       0.66%       0.57%     1.65%      1.63%      1.63%       1.71%++ 
Ratio of net investment 
  income (loss) to 
  average net assets          (0.06)%      0.43%        0.78%       0.92%       1.56%    (1.07)%    (0.67)%    (0.20)%     (0.34)%++
Portfolio turnover rate      237.85%     234.43%       57.18%      68.36%      35.60%   237.85%    234.43%     57.18%      68.36% 
Average commission rate@   $   0.03          --           --          --          --   $  0.03         --         --          -- 
[diamond]After provision 
  for Federal tax on 
  retained capital gains 
  at end of year of              --          --           --          --    $   0.22        --         --         --          -- 
</TABLE>
- --------------------------------------------------------------------------------
  *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. 
 ++Annualized 
  +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. 
  @For fiscal years beginning on or after January 1, 1996, the Fund is required 
   to disclose its average commission rate per share paid for security trades. 

                                        10

<PAGE> 

- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Trustees of State Street Research 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, 1996, 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, 1996 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, 1996, 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 7, 1997 

                                      11

<PAGE> 

STATE STREET RESEARCH GROWTH FUND

- --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
- --------------------------------------------------------------------------------

State Street Research Growth Fund's performance was mixed but positive in 
1996. The Fund underperformed the average total return for Lipper Analytical 
Services' Growth Funds category. 

Some of the Fund's underperformance can be attributed to a couple of 
significant occurrences in the stock market in the past year. In July, there 
was a stock market correction led by a sell-off in smaller, more aggressive 
growth stocks. The market became conservative, and as the Dow Jones came 
back, aggressive stocks with high earnings growth did not come back in the 
same fashion. Fund performance rebounded somewhat following this event. 

In the fourth quarter there was a dramatic upswing in the Dow despite its 
sizable correction in mid-December. But many aggressive large-cap and mid-cap 
stocks--the type Growth Fund invests in--were on the way down. 

The Fund benefited from holdings in a number of industries, most notably, 
retail, computer software and service, business service, hotel and restaurant 
and oil-service stocks. 

Fund management more than doubled the Fund's position in hotel and 
restaurant stocks, which account for 11.6% of the portfolio as of December 
31, 1996. Growth Fund management also built a reasonable position in oil 
services stocks, which make up 11.3% of the portfolio as of today. 

December 31, 1996 

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 and higher redemptions and expenses that have 
occurred during the Fund's current, continuous public offering. Performance 
for a class may include periods prior to the adoption of class designations 
in 1993, which resulted in new or increased 12b-1 fees of up to 1% per class 
thereafter and which will reduce subsequent performance. "C" shares, offered 
without a sales charge, are available only to certain employee benefit plans 
and large institutions. Performance reflects maximum 4.5% "A" share front-end 
sales charge or 5% "B" share or 1% "D" share contingent deferred sales 
charges where applicable. 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. 



Change In Value Of $10,000 
Based On The S&P 500 Compared 
To Change In Value Of $10,000 
Invested In Growth Fund 

  Average Annual Total Return
1 Year     5 Years      10 Years
+7.58%     +9.52%       +12.10%

     Class A Shares
12/86      9,550     10,000
12/87     10,477     10,525
12/88     11,416     12,268
12/89     15,963     16,149
12/90     14,979     15,647
12/91     18,989     20,403
12/92     20,073     21,956
12/93     21,816     24,164
12/94     20,981     24,481
12/95     27,815     33,670
12/96     31,334     41,396

  Average Annual Total Return
1 Year     5 Years      10 Years
+6.73%     +9.64%       +12.27%

     Class B Shares
12/86     10,000     10,000
12/87     10,939     10,525
12/88     11,954     12,268
12/89     16,715     16,149
12/90     15,685     15,647
12/91     19,884     20,403
12/92     21,019     21,956
12/93     22,705     24,164
12/94     21,616     24,481
12/95     28,470     33,670
12/96     31,809     41,396

  Average Annual Total Return
1 Year     5 Years      10 Years
+12.74%    +10.68%      +12.69%

     Class C Shares
12/86     10,000     10,000
12/87     10,939     10,525
12/88     11,954     12,268
12/89     16,715     16,149
12/90     15,685     15,647
12/91     19,884     20,403
12/92     21,019     21,956
12/93     22,898     24,164
12/94     22,022     24,481
12/95     29,294     33,670
12/96     33,027     41,396

 Average Annual Total Return
1 Year     5 Years      10 Years
+10.89%     +9.88%       +12.28%

     Class D Shares
12/86     10,000     10,000
12/87     10,939     10,525
12/88     11,954     12,268
12/89     16,715     16,149
12/90     15,685     15,647
12/91     19,884     20,403
12/92     21,019     21,956
12/93     22,694     24,164
12/94     21,631     24,481
12/95     28,460     33,670
12/96     31,844     41,396

                                         12


<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 

Dudley F. Wade 
Vice President 

James M. Weiss 
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 

Steve A. Garban 
Retired; formerly Senior Vice 
President for Finance and 
Operations and Treasurer, The 
Pennsylvania State University 

Malcolm T. Hopkins 
Former Vice Chairman of the 
Board and Chief Financial
Officer, St. Regis Corp. 

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 

                                      13

<PAGE> 

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

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.
When used in the general solicitation of investors, this report must be 
accompanied or preceded by a current State Street Research Growth Fund 
prospectus. When used after March 31, 1997, this report must be accompanied by 
a current Quarterly Performance Update.

Portfolio changes should not be considered recommendations for action by
individual investors.

The Dalbar awards recognize quality shareholder service and should not be
considered a rating of fund performance. The survey included mutual fund
complexes that volunteered or were otherwise selected to participate and was
not industry-wide.

CONTROL NUMBER: 3731-970221(0398)SSR-LD
Cover Illustration by Dorothy Cullinan                           GF-926D-297IBS



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