STATE STREET RESEARCH GROWTH TRUST, 485APOS, EX-99.(1)(D), 2000-07-07

STATE STREET RESEARCH GROWTH TRUST
485APOS, EX-99.(1)(D), 2000-07-07

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                       STATE STREET RESEARCH GROWTH TRUST

                      Amendment No. 4 to First Amended and
                         Restated Master Trust Agreement

                             INSTRUMENT OF AMENDMENT


     Pursuant to Article IV, Sections 4.1 and 4.2 and Article VII, Section 7.3
of the First Amended and Restated Master Trust Agreement of the State Street
Research Growth Trust (the "Trust") dated February 5, 1993 ("Master Trust
Agreement"), as heretofore amended, the following action is taken:

     The Master Trust Agreement is hereby amended to establish and designate an
     additional series of shares to be known as State Street Research Asset
     Fund, such series to have the relative rights and preferences set forth in
     Article IV, Section 4.2, of the Master Trust Agreement.

     This Amendment shall be effective as of September 20, 2000.


     IN WITNESS WHEREOF, the undersigned officer or assistant officer of the
Trust hereby adopts the foregoing on behalf of the Trust pursuant to
authorization by the Trustees of the Trust.




                                                           ---------------------
                                                           Darman A. Wing
                                                           Assistant Secretary