STATE STREET RESEARCH CAPITAL TRUST
N-30D, 1995-11-29
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[front cover]

[State Street Research logo]

State Street Research Capital Fund

Annual Report
September 30, 1995

[graphic of man climbing blocks]

What's Inside

From the Chairman:
Stocks continue to perform strongly

Portfolio Manager's Review:
Technology stocks propelled the Fund

Fund Information
Facts and figures

Plus, Complete Portfolio Holdings and Financial Statements


<PAGE>

FROM THE CHAIRMAN 

[photo]

To Our Shareholders: 

Over the past year, it was hard to beat the returns provided by stocks. The 
S&P 500 and Dow Jones Industrial Average, both considered indicators of 
large-company stock performance, provided gains of +29.7% and +28.0%, 
respectively, over the 12 months ended September 30, 1995.(1) Small-company 
stocks provided similar performance, although they did not really pick up 
speed until June. 

Why such strong stock performance? 

The investment environment has been favorable for stocks. The econ-omy has 
demonstrated solid growth without overheating. Inflation has remained quite 
low--under 3% for the year. Interest rates have declined sharply from 1994's 
levels. And, importantly, U.S. businesses have been able to increase profits 
by boosting productivity and cutting costs. 

Looking ahead 

With the economy now slower, however, many wonder whether companies can still 
deliver strong profits and whether stocks can continue to perform. We are 
convinced there are always individual stocks that will deliver the right 
combination of earnings growth and value--the challenge is finding such 
stocks. 

The power of research 

That is the advantage of the "bottom-up," stock-by-stock investment research 
provided by State Street Research. We do not simply invest in themes or jump 
on the bandwagon with other investors. Instead, we are committed to doing our 
homework and analyzing stocks on their individual merits. This successful 
investing strategy has been the foundation of State Street Research for more 
than 70 years. 

Thank you for investing with State Street Research. 

Sincerely, 

/s/Ralph F. Verni 

Ralph F. Verni 
Chairman 
October 31, 1995 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks; the Dow Jones Industrial Average includes 30 widely 
traded stocks. The indexes, which are commonly used measures of U.S. stock 
market performance, are unmanaged and do not take sales charges into 
consideration. Direct investment in the indexes is not possible; results are 
for illustrative purposes only. 

(2)+35.90% for Class B shares; +37.30% for Class C shares; +36.07% for Class 
D shares. 

(3)Investment result is based on an assumed $10,000 investment at the "A" 
share maximum sales charge of 4.5%, with reinvestment of capital gain 
distributions and income dividends. Thus, the net amount invested was $9,550. 
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 or higher redemptions or expenses that have 
occurred since 1993, when the Fund commenced a continuous public offering. 

(5)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. 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. 

FUND INFORMATION (all data are for periods ended September 30, 1995) 

Total value of $10,000 invested on October 1, 1985(3,4,5)(Class A shares, at 
maximum applicable sales charge) 

[typeset representation of mountain chart] 

9/86   12,684 
9/87   18,349
9/88   15,787
9/89   21,144
9/90   16,743
9/91   25,764
9/92   27,654
9/93   42,868 
9/94   43,943 
9/95   60,181 

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      +19.66%     +27.98%      +30.79%
- -------      ------      ------       ------
Class B      +20.01%     +28.59%      +30.90%
- -------      ------      ------       ------
Class C      +20.32%     +29.40%      +37.30%
- -------      ------      ------       ------
Class D      +20.04%     +28.79%      +35.07% 
========     ======      ======       ====== 
</TABLE>

Cumulative Total Returns 
(do not reflect sales charge)(4) 

<TABLE>
<CAPTION>
            10 years     5 years      1 year 
            --------     -------      ------
<S>          <C>         <C>          <C>
Class A      +530.17%    +259.44%     +36.95%
- -------      -------     -------      ------
Class B      +519.88%    +253.57%     +35.90%
- -------      -------     -------      ------ 
Class C      +536.06%    +262.80%     +37.30%
- -------      -------     -------      ------ 
Class D      +521.31%    +254.39%     +36.07% 
========     =======     =======      ======== 
</TABLE>

Top 5 Industry Positions 
(by percentage of net assets) 

[typeset representation of bar chart] 

Electronic components         12.7% 
Electronic equipment          10.8% 
Computer software & service   10.0% 
Retail                         7.8% 
Hotel & restaurant             6.4% 

Total net assets: 47.7% 

<PAGE>
 
PORTFOLIO MANAGER'S REVIEW 

[photo of Frederick R. Kobrick] 
Frederick R. Kobrick 
Portfolio Manager 

Capital Fund had outstanding performance over the past year, performing ahead 
of similar funds and the stock market as a whole. For the 12 months ended 
September 30, 1995, Class A shares of the Fund provided a total return of 
+36.95% (does not reflect sales charge).(2) Lipper Analytical Services' 
Capital Appreciation Fund category provided an average total return of 
+25.22% over the same time period (does not reflect sales charges). 

A word about technology 

On September 30, 1995, a substantial portion of the Fund's portfolio was 
invested in technology stocks in different industries. Technology stocks,
and particularly semiconductor stocks, have led the stock market in 1995, 
just as they did in 1994. Our focus over the past year has been on electronics 
stocks: electronic components stocks and electronic equipment stocks such as 
Exide Electronics (0.6%) and Nokia (3.9%). 

We remain confident about the outlook for technology stocks--not because of 
trends but because we do our own careful research. We meet with the 
companies, analyze them carefully, and talk to customers and competitors. We 
also pay careful attention to "valuations" and balance whether a stock's 
price is merited given its growth potential. We believe this is one way to 
control the risks of investing in stocks with high growth rates. 

Telecommunications 

Capital Fund continues to hold a number of stocks linked to 
telecommunications. Cellular phone manufacturers and service providers have 
benefited from exploding demand in the rest of the world. Our 
telecommunications holdings are divided between telephone stocks and 
electronic equipment stocks. 

Retail fits 

Retail stocks provided strong performance for the Fund, even though the 
overall retail sector performed poorly in 1995. Sunglass Hut International 
(3.1%) is a good example of a company that has created and dominated a retail 
niche--sunglasses. Retail is a sector where our research skills can play a 
big factor--doing your homework on company management, strategy, cash flow 
and earnings growth makes all the difference. 

Strong market led to higher turnover 

For the twelve months ended September 30, 1995, the Fund's turnover rate was 
215%. This high turnover rate was the result of this year's strong overall 
stock performance, combined with periodic market volatility. When stock 
prices rise, we often sell holdings when they reach price targets. In 
addition, when markets are low, it can create values that we feel compelled 
to buy. The result is a higher turnover rate, although clearly it did not 
hurt performance in the past year. 

Top 10 Stock Positions 

Chemical Banking Leading bank 
HBO Business services company 
Hewlett-Packard Office equipment company 
HFS Hotel reservation service 
LSI Logic Electronic components company 
Nokia Cellular phone maker 
Philip Morris Tobacco giant 
Sunglass Hut Specialty retailer 
Texas Instruments Electronic components company 
Xilinx Semiconductor manufacturer 

These securities represent an aggregate of 26.3% 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 
(October 1, 1994 through September 30, 1995) 

Best [arrow up] 

Nokia 
  Demand boomed for cellular phones 
LSI Logic 
  Computer electronics maker benefited from strong demand 
Sunglass Hut International 
  Specialty retailer dominates its market niche 

Worst [arrow down] 

Cyrk 
  Earnings plunged for this apparel maker 
Coram Healthcare 
  Healthcare stocks were hurt by talk of Medicare cutbacks 
Ann Taylor Stores 
  Difficult year for many clothing retailers 

                                      2 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

INVESTMENT PORTFOLIO 
September 30, 1995 

<TABLE>
<CAPTION>
                                                                 Value 
                                                   Shares      (Note 1) 
- -----------------------------------------------     ------   ------------- 
<S>                                               <C>        <C>
COMMON STOCKS 90.7%                                
Basic Industries 5.3% 
Chemical 1.9% 
Potash Corp. of Saskatchewan, Inc.                 79,500    $  4,948,875 
Rohm & Haas Co.                                    41,400       2,499,525 
                                                               ----------- 
                                                                7,448,400 
                                                               ----------- 
Diversified 0.0% 
Thermedics, Inc.*                                   8,100         160,988 
                                                               ----------- 
Electrical Equipment 0.9% 
Philips Electronics NV                             30,900       1,506,375 
Trimble Navigation, Ltd.*                          75,900       1,916,475 
                                                               ----------- 
                                                                3,422,850 
                                                               ----------- 
Machinery 2.5% 
AGCO Corp.                                         87,600       3,985,800 
Elsag Bailey Process Automation NV                 78,800       2,570,850 
UCAR International, Inc.*                          55,500       1,512,375 
Wolverine Tube, Inc.*                              54,800       2,075,550 
                                                               ----------- 
                                                               10,144,575 
                                                               ----------- 
Metal & Mining 0.0% 
Carbide/Graphite Group, Inc.*                       9,500         134,187 
                                                               ----------- 
Total Basic Industries                                         21,311,000 
                                                               ----------- 
Consumer Cyclical 27.1% 
Airline 4.2% 
AMR Corp.*                                         55,000       3,966,875 
Atlas Air, Inc.*                                   20,000         445,000 
British Airways PLC ADR                            26,300       1,877,163 
KLM Royal Dutch Air Lines                          51,400       1,799,000 
Northwest Airlines Corp. Cl. A*                   110,000       4,675,000 
UAL Corp.*                                         23,900       4,083,912 
                                                               ----------- 
                                                               16,846,950 
                                                               ----------- 
Automotive 1.4% 
Danaher Corp.                                      24,800         812,200 
Exide Corp.                                        88,300       4,415,000 
Team Rental Group, Inc. Cl. A*                     32,600         326,000 
                                                               ----------- 
                                                                5,553,200 
                                                               ----------- 
Building 0.7% 
Owens-Corning Fiberglas Corp.*                     40,500       1,807,312 
Stimsonite Corp.*                                  80,300         963,600 
                                                               ----------- 
                                                                2,770,912 
                                                               ----------- 
Hotel & Restaurant 6.3% 
Circus Circus Enterprises, Inc.*                   18,500         518,000 
Doubletree Corp.*                                  33,600         747,600 
Harrah's Entertainment, Inc.                      138,600    $  4,054,050 
HFS, Inc.                                         148,200       7,761,975 
La Quinta Inns, Inc.                              150,125       4,203,500 
Lone Star Steakhouse & Saloon, Inc.*               73,600       3,017,600 
Renaissance Hotel Group NV                         86,500       1,535,375 
Station Casinos, Inc.*                             50,700         779,512 
Trump Hotels & Casino Resorts, Inc.*              173,900       2,956,300 
                                                               ----------- 
                                                               25,573,912 
                                                               ----------- 
Recreation 1.2% 
American Radio Systems Corp.*                      15,900         393,525 
Anthony Industries, Inc.                           37,900         715,363 
Oakley, Inc.*                                     121,800       3,608,325 
                                                               ----------- 
                                                                4,717,213 
                                                               ----------- 
Retail Trade 7.8% 
BT Office Products International, Inc.*           110,300       1,447,688 
CompUSA, Inc.*                                     27,700       1,191,100 
Corporate Express, Inc.*                           43,500       1,060,313 
Department 56, Inc.*                               19,300         902,275 
General Nutrition Centers, Inc.*                   59,200       2,693,600 
Industrie Natuzzi SPA ADR                          37,200       1,325,250 
Just For Feet, Inc.*                              181,250       5,573,437 
Office Depot Inc.*                                 95,800       2,885,975 
Office Max, Inc.*                                   7,600         184,300 
Petsmart, Inc.*                                    46,800       1,579,500 
Pier 1 Imports, Inc.                               22,105         223,813 
Sunglass Hut International, Inc.*                 245,400      12,270,000 
                                                               ----------- 
                                                               31,337,251 
                                                               ----------- 
Textile & Apparel 5.5% 
Fila Holdings SPA ADR                             106,400       3,763,900 
Men's Wearhouse, Inc.*                            131,350       4,728,600 
Nautica Enterprises, Inc.*                        126,700       4,339,475 
Tommy Hilfiger Corp.                              194,700       6,327,750 
Wolverine World Wide, Inc.                        103,800       2,841,525 
                                                               ----------- 
                                                               22,001,250 
                                                               ----------- 
Total Consumer Cyclical                                       108,800,688 
                                                               ----------- 
Consumer Staple 8.8% 
Business Service 3.1% 
Black Box Corp.                                    36,500         675,250 
HBO & Co.                                         110,300       6,893,750 
Medaphis Corp.*                                   148,000       4,144,000 
U.S. Office Products Co.*                          44,000         665,500 
                                                               ----------- 
                                                               12,378,500 
                                                               ----------- 

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

                                      3 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 
                                                                 Value 
                                                   Shares      (Note 1) 
- -----------------------------------------------     ------   ------------- 
Drug 1.7% 
Amerisource Health Corp.*                          19,200     $   518,400 
Cephalon, Inc.*                                   191,300       5,260,750 
Magainin Pharmaceuticals, Inc.*                    67,200         730,800 
Vertex Pharmaceuticals, Inc.*                      24,600         461,250 
                                                               ----------- 
                                                                6,971,200 
                                                               ----------- 
Food & Beverage 0.9% 
Starbucks Corp.*                                   97,800       3,704,175 
                                                               ----------- 
Printing & Publishing 0.1% 
British Sky Broadcasting Group ADR                 12,200         440,725 
                                                               ----------- 
Tobacco 3.0% 
Philip Morris Companies, Inc.                     120,600      10,070,100 
RJR Nabisco Holdings Corp.                         61,200       1,981,350 
                                                               ----------- 
                                                               12,051,450 
                                                               ----------- 
Total Consumer Staple                                          35,546,050 
                                                               ----------- 
Finance 7.9% 
Bank 3.1% 
Bankers Trust New York Corp.                       50,800       3,568,700 
Chase Manhattan Corp.                              32,900       2,011,013 
Chemical Banking Corp.                            113,300       6,897,137 
                                                               ----------- 
                                                               12,476,850 
                                                               ----------- 
Financial Service 1.1% 
Charles Schwab Corp.                               42,800       1,198,400 
Countrywide Credit Industries, Inc.                70,000       1,645,000 
Franklin Resources, Inc.                           26,300       1,515,537 
                                                               ----------- 
                                                                4,358,937 
                                                               ----------- 
Insurance 3.7% 
Aetna Life & Casualty Insurance Co.                52,000       3,815,500 
Cigna Corp.                                        34,500       3,592,313 
MBNA Corp.                                        129,300       5,382,112 
Saint Paul Companies, Inc.                         38,600       2,253,275 
                                                               ----------- 
                                                               15,043,200 
                                                               ----------- 
Total Finance                                                  31,878,987 
                                                               ----------- 
Science & Technology 39.2% 
Aerospace 1.4% 
Boeing Co.                                         54,100       3,692,325 
United Technologies Corp.                          22,400       1,979,600 
                                                               ----------- 
                                                                5,671,925 
                                                               ----------- 
Computer Software & Service 10.0% 
Accom, Inc.                                        11,100     $    97,125 
Ascend Communications, Inc.*                       24,400       1,952,000 
Bay Networks, Inc.*                                70,100       3,741,588 
Cabletron Systems, Inc.*                           11,400         750,975 
Checkfree Corp.                                    13,300         266,000 
Cisco Systems, Inc.*                               83,900       5,789,100 
Computer Associates International, Inc.            45,000       1,901,250 
Geoworks*                                         150,000       2,887,500 
Intuit, Inc.*                                      37,600       1,767,200 
Microsoft Corp.*                                   29,500       2,669,750 
Peoplesoft, Inc.*                                  18,200       1,653,925 
Plaintree Systems, Inc.*                           32,800         278,800 
SAP AG ADR+                                        45,900       2,518,762 
Softkey International, Inc.*                       46,200       2,044,350 
3Com Corp.*                                       111,300       5,064,150 
Xilinx, Inc.*                                     138,200       6,650,875 
                                                               ----------- 
                                                               40,033,350 
                                                               ----------- 
Electronic Components 12.7% 
AVX Corp.*                                         36,100       1,209,350 
Altera Corp.*                                      45,500       2,838,062 
Atmel Corp.*                                       69,900       2,359,125 
LSI Logic Corp.*                                  164,600       9,505,650 
MEMC Electronic Materials, Inc.*                   51,000       1,383,375 
Maxim Integrated Products, Inc.*                   32,100       2,375,400 
Sanmina Holdings, Inc.*                            79,300       3,786,575 
Texas Instruments, Inc.                           277,900      22,197,263 
VLSI Technology, Inc.*                            103,100       3,531,175 
Vishay Intertechnology, Inc.                       46,000       1,932,000 
                                                               ----------- 
                                                               51,117,975 
                                                               ----------- 
Electronic Equipment 10.8% 
ASM Lithography Holdings NV*                       66,500       2,917,688 
Brooks Automation, Inc.*                           30,100         647,150 
DSC Communications Corp.*                         109,200       6,470,100 
Exide Electronics Group, Inc.*                    132,700       2,488,125 
KLA Instruments Corp.*                             47,300       3,795,825 
LTX Corp.*                                         81,400       1,027,675 
Lam Research Corp.*                                81,200       4,851,700 
Nokia Corp. ADR                                   225,300      15,714,675 
Samsung Electronic GDR*                               481          34,151 
Tencor Instruments, Inc.*                          37,800       1,672,650 
Teradyne, Inc.*                                   107,000       3,852,000 
                                                               ----------- 
                                                               43,471,739 
                                                               ----------- 

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

                                      4 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

INVESTMENT PORTFOLIO (cont'd) 

                                                                 Value 
                                                   Shares      (Note 1) 
- -----------------------------------------------     ------   ------------- 
Office Equipment 4.3% 
Hewlett-Packard Co.                                92,000    $  7,670,500 
Komag, Inc.*                                       47,000       3,072,625 
Stormedia, Inc.*                                   41,800       1,891,450 
U.S. Robotics Corp.                                55,700       4,748,425 
                                                               ----------- 
                                                               17,383,000 
                                                               ----------- 
Total Science & Technology                                    157,677,989 
                                                               ----------- 
Utility 2.4% 
Telephone 2.4% 
ADC Telecommunications, Inc.*                      34,100       1,551,550 
Metrocall, Inc.*                                   40,700       1,129,425 
Nera AS ADR*                                       12,500         429,687 
Total Access Communications Public Co. Ltd.+      270,500       1,707,667 
Vodafone Group PLC ADR                             74,700       3,062,700 
Worldcom, Inc.*                                    51,600       1,657,650 
                                                               ----------- 
                                                                9,538,679 
                                                               ----------- 
Total Utility                                                   9,538,679 
                                                               ----------- 
Total Common Stocks (Cost $301,677,249)                       364,753,393 
                                                               ----------- 
</TABLE>

<TABLE>
<CAPTION>
                                           Principal    Maturity 
                                            Amount        Date 
- ---------------------------------------    ---------    ---------   ------------- 
<S>                                      <C>           <C>           <C>
COMMERCIAL PAPER 12.6% 
American Express Credit Corp., 5.75%     $ 4,234,000   10/04/1995       4,234,000 
Cargill, Inc., 5.70%                      10,000,000   10/06/1995       9,992,083 
Commercial Credit Co., 5.74%               6,000,000   10/02/1995       6,000,000 
General Electric Capital Corp., 5.75%      7,168,000   10/06/1995       7,168,000 
General Electric Capital Corp., 5.72%     10,207,000   10/11/1995      10,207,000 
Household Finance Corp., 5.75%             2,066,000   10/02/1995       2,066,000 
Household Finance Corp., 5.72%            10,955,000   10/02/1995      10,955,000 
                                                                       ----------- 
Total Commercial Paper (Cost $50,622,083)                              50,622,083 
                                                                       ----------- 
Total Investments (Cost $352,299,332)--103.3%                         415,375,476 
Cash and Other Assets, Less Liabilities--(3.3)%                       (13,329,388) 
                                                                       ----------- 
Net Assets--100.0%                                                   $402,046,088 
                                                                       =========== 
</TABLE>

<TABLE>
<CAPTION>
<S>                                             <C>
Federal Income Tax Information: 

At September 30, 1995, the net unrealized 
  appreciation of investments based on cost 
  for Federal income tax purposes of 
  $352,305,326 was as follows: 
Aggregate gross unrealized appreciation for 
  all investments in which there is an 
  excess of value over tax cost                 $65,854,672 
Aggregate gross unrealized depreciation for 
  all investments in which there is an 
  excess of tax cost over value                  (2,784,522) 
                                                  ---------- 
                                                $63,070,150 
                                                  ========== 
</TABLE>

*Nonincome-producing securities 
 ADR and GDR stand for American Depositary Receipt and Global Depository 
 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 September 30, 1995 were $3,389,633 and $4,226,429 (1.05% 
 of net assets), respectively. 

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

                                      5 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

STATEMENT OF ASSETS AND LIABILITIES 
September 30, 1995 

<TABLE>
<CAPTION>
<S>                                                   <C>
Assets 
Investments, at value (Cost $352,299,332) (Note 1)    $415,375,476 
Cash                                                           418 
Receivable for securities sold                          14,249,078 
Receivable for fund shares sold                          4,113,668 
Dividends and interest receivable                          114,801 
Other assets                                                28,474 
                                                        ----------- 
                                                       433,881,915 
Liabilities 
Payable for securities purchased                        30,864,547 
Payable for fund shares redeemed                           354,372 
Accrued distribution fee (Note 4)                          242,646 
Accrued management fee (Note 2)                            232,522 
Accrued transfer agent and shareholder services 
  (Note 2)                                                  46,297 
Accrued trustees' fees (Note 2)                              9,708 
Other accrued expenses                                      85,735 
                                                        ----------- 
                                                        31,835,827 
                                                        ----------- 
Net Assets                                            $402,046,088 
                                                        =========== 
Net Assets consist of: 
 Unrealized appreciation of investments               $ 63,076,144 
 Accumulated net realized gain                          30,696,695 
 Shares of beneficial interest (Note 6)                308,273,249 
                                                        ----------- 
                                                      $402,046,088 
                                                        =========== 
Net Asset Value and redemption price per share of 
  Class A shares ($55,250,047 / 4,083,548 shares 
  of beneficial interest)                                   $13.53 
                                                        =========== 
Maximum Offering Price per share of Class A shares 
  ($13.53 / .955)                                           $14.17 
                                                        =========== 
Net Asset Value and offering price per share of 
  Class B shares ($203,446,132 / 15,304,668 shares 
  of beneficial interest)*                                  $13.29 
                                                        =========== 
Net Asset Value, offering price and redemption 
  price per share of Class C shares ($47,553,286 / 
  3,482,260 shares of beneficial interest)                  $13.66 
                                                        =========== 
Net Asset Value and offering price per share of 
  Class D shares ($95,796,623 / 7,195,204 shares 
  of beneficial interest)*                                  $13.31 
                                                        =========== 
</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 September 30, 1995 

<TABLE>
<CAPTION>
<S>                                                     <C>
Investment Income 
Dividends, net of foreign taxes of $32,472              $ 1,046,064 
Interest                                                  1,270,329 
                                                          ---------- 
                                                          2,316,393 
Expenses 
Management fee (Note 2)                                   1,750,735 
Transfer agent and shareholder services (Note 2)            375,398 
Custodian fee                                               167,784 
Reports to shareholders                                      96,816 
Distribution fee--Class A (Note 4)                           81,664 
Distribution fee--Class B (Note 4)                        1,159,597 
Distribution fee--Class D (Note 4)                          566,144 
Registration fees                                            59,957 
Audit fee                                                    31,924 
Trustees' fees (Note 2)                                      22,550 
Legal fees                                                    8,106 
Miscellaneous                                                18,227 
                                                          ---------- 
                                                          4,338,902 
                                                          ---------- 
Net investment loss                                      (2,022,509) 
                                                          ---------- 
Realized and Unrealized Gain on Investments 
Net realized gain on investments (Notes 1 and 3)         32,914,544 
Net unrealized appreciation of investments               52,115,081 
                                                          ---------- 
Net gain on investments                                  85,029,625 
                                                          ---------- 
Net increase in net assets resulting from operations    $83,007,116 
                                                          ========== 
</TABLE>
The accompanying notes are an integral part of the financial statements. 

                                      6 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                   Year ended September 30 
                                 ---------------------------- 
                                     1995           1994 
- -----------------------------     -----------   ------------- 
<S>                             <C>             <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment loss             $ (2,022,509)   $ (1,070,897) 
Net realized gain on 
  investments*                    32,914,544       1,127,123 
Net unrealized appreciation 
  of investments                  52,115,081       3,083,463 
                                   ---------      ----------- 
Net increase resulting from 
  operations                      83,007,116       3,139,689 
                                   ---------      ----------- 
Distributions from net realized 
 gains: 
 Class A                             (92,618)       (575,640) 
 Class B                            (320,406)     (1,273,467) 
 Class C                             (93,107)     (1,330,595) 
 Class D                            (164,154)       (477,827) 
                                   ---------      ----------- 
                                    (670,285)     (3,657,529) 
                                   ---------      ----------- 
Net increase from fund share 
  transactions (Note 6)          164,713,294     108,866,368 
                                   ---------      ----------- 
Total increase in net assets     247,050,125     108,348,528 

Net Assets 
Beginning of year                154,995,963      46,647,435 
                                   ---------      ----------- 
End of year                     $402,046,088    $154,995,963 
                                   =========      =========== 
* Net realized gain for 
  Federal income tax purposes 
  (Note 1)                      $ 32,687,493    $  1,269,665 
                                   =========      =========== 
</TABLE>
The accompanying notes are an integral part of the financial statements.

NOTES TO FINANCIAL STATEMENTS
September 30, 1995

Note 1 

State Street Research Capital Fund (the "Fund"), is a series of State Street 
Research Capital Trust (the "Trust"), formerly State Street Capital Trust, 
which is a Massachusetts business trust registered under the Investment 
Company Act of 1940, as amended, as a diversified, open-end management 
investment company. The Trust was organized in November, 1988 as a successor 
to State Street Capital Fund, Inc., a Massachusetts corporation. The Trust 
consists presently of three separate funds: State Street Research Capital 
Fund, State Street Research Small Capitalization Growth Fund and State Street 
Research Small Capitalization Value Fund. 

The Fund offers four classes of shares. Class A shares are subject to an 
initial sales charge of up to 4.50% and pay an annual 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. 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 certain 
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 identified cost of 
securities delivered for both financial reporting and Federal income tax 
purposes. 


                                      7 
<PAGE>
 
STATE STREET RESEARCH CAPITAL 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. 

C. Dividends 

Dividends from net investment income, if any, are declared and paid or 
reinvested annually. Net realized capital gains, if any, are distributed 
annually, unless additional distributions are required for compliance with 
applicable tax regulations. 

Income dividends and capital gain distributions are determined in accordance 
with Federal income tax regulations which may differ from generally accepted 
accounting principles. 

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 an agreement under which the Adviser 
earns monthly fees equal to 1/16 of 1% (3/4 of 1% on an annual basis) of 
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 $22,550 during the year 
ended September 30, 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 September 30, 1995, the amount of 
such expenses was $206,722. 

Note 3 

For the year ended September 30, 1995, exclusive of short-term investments 
and U.S. Government obligations, purchases and sales of securities aggregated 
$599,276,036 and $459,656,035, respectively. 

Note 4 

The Trust has adopted a Plan of Distribution pursuant to Rule 12b-1 (the 
"Plan") under the Investment Company Act of 1940. 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 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 September 30, 1995, fees pursuant 
to such plan amounted to $81,664, $1,159,597 and $566,144 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 $92,294 and $719, respectively, on sales of Class A shares of the 
Fund during the year ended September 30, 1995, and that MetLife Securities, 
Inc. earned commissions aggregating $3,383 and $275 on sales of Class B and 
Class D shares, respectively, and that the Distributor collected contingent 
deferred sales charges of $192,789 and $9,688 on redemptions of Class B and 
Class D shares, respectively, during the same period. 

Note 5 

The Trustees declared a distribution of all capital gains realized during the 
year ended September 30, 1995 (approximately $.91 short-term and $.11 
long-term per share), payable October 12, 1995 to shareholders of record on 
October 2, 1995. 

                                      8 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

NOTES (cont'd) 

Note 6 

The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. At September 30, 1995, 
Metropolitan held of record 1,084,790 Class C shares of the Fund. 

Share transactions were as follows: 

<TABLE>
<CAPTION>
                                                                    Year ended September 30 
                                                     ----------------------------------------------------- 
                                                                1995                        1994 
                                                      -------------------------   ------------------------ 
Class A                                                Shares         Amount       Shares        Amount 
- -------------------------------------------------     ----------    -----------    --------   ------------ 
<S>                                                  <C>          <C>            <C>          <C>
Shares sold                                           2,826,294   $ 32,048,209   1,741,014    $16,876,522 
Issued upon reinvestment of distributions from 
  net realized gains                                      8,771         82,615      45,553        443,337 
Shares repurchased                                     (756,484)    (8,537,685)   (477,056)    (4,581,945) 
                                                       --------      ---------      ------      ---------- 
Net increase                                          2,078,581   $ 23,593,139   1,309,511    $12,737,914 
                                                       ========      =========      ======      ========== 
Class B                                                 Shares        Amount        Shares        Amount 
- -------------------------------------------------      --------      ---------      ------      ---------- 
Shares sold                                           9,420,000   $106,150,791   6,253,883    $59,862,105 
Issued upon reinvestment of distributions from 
  net realized gains                                     31,685        294,989      56,834        551,032 
Shares repurchased                                   (1,616,639)   (17,716,667)   (384,236)    (3,668,935) 
                                                       --------      ---------      ------      ---------- 
Net increase                                          7,835,046   $ 88,729,113   5,926,481    $56,744,202 
                                                       ========      =========      ======      ========== 
Class C                                                 Shares        Amount        Shares        Amount 
- -------------------------------------------------      --------      ---------      ------      ---------- 
Shares sold                                           1,284,385   $ 16,174,374     601,695    $ 6,274,545 
Issued upon reinvestment of distributions from 
  net realized gains                                      8,899         84,452     131,398      1,284,834 
Shares repurchased                                     (211,276)    (2,192,278)    (87,138)      (849,817) 
                                                       --------      ---------      ------      ---------- 
Net increase                                          1,082,008   $ 14,066,548     645,955    $ 6,709,562 
                                                       ========      =========      ======      ========== 
Class D                                                 Shares        Amount        Shares        Amount 
- -------------------------------------------------      --------      ---------      ------      ---------- 
Shares sold                                           4,045,991   $ 46,180,380   3,746,426    $36,243,191 
Issued upon reinvestment of distributions from 
  net realized gains                                     16,713        155,761      22,846        220,144 
Shares repurchased                                     (710,067)    (8,011,647)   (408,826)    (3,788,645) 
                                                       --------      ---------      ------      ---------- 
Net increase                                          3,352,637   $ 38,324,494   3,360,446    $32,674,690 
                                                       ========      =========      ======      ========== 
</TABLE>

                                      9 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

FINANCIAL HIGHLIGHTS 
For a share outstanding throughout each year: 

<TABLE>
<CAPTION>
                                                         Class A                                       Class B 
                                         -----------------------------------------   ------------------------------------------- 
                                                             February 17, 1993                               March 15, 1993 
                                           Year ended           (Commencement                                 (Commencement 
                                          September 30         of Share Class          Year ended            of Share Class 
                                         ---------------      Designations) to        September 30          Designations) to 
                                         1995**   1994       September 30, 1993      1995**    1994        September 30, 1993 
- ------------------------------------      ----      ---      --------------------      ----      ---      ---------------------- 
<S>                                    <C>       <C>               <C>              <C>        <C>                <C>     
Net asset value, beginning of year      $ 9.92    $10.43            $ 8.03            $ 9.82    $10.40             $ 8.68 
Net investment loss                       (.04)     (.04)             (.03)             (.12)     (.08)              (.04) 
Net realized and unrealized gain on 
   investments                            3.69       .28              2.43              3.63       .25               1.76 
Distributions from net realized 
  gains                                   (.04)     (.75)               --              (.04)     (.75)                -- 
                                          ----       ---           -------              ----       ---            ------- 
Net asset value, end of year            $13.53    $ 9.92            $10.43            $13.29    $ 9.82             $10.40 
                                          ====       ===           =======              ====       ===            ======= 
Total return                             36.95%+    2.51%+           24.61%+++         35.90%+    1.79%+            19.82%+++ 
Net assets at end of year (000s)       $55,250   $19,891           $ 7,251          $203,446   $73,354            $16,044 
Ratio of expenses to average 
   net assets                             1.33%     1.41%             2.43%++           2.08%     2.16%              3.16%++ 
Ratio of net investment loss to 
   average net assets                    (0.34)%   (0.55)%          (1.43)%++         (1.10)%    (1.28)%           (2.15)%++ 
Portfolio turnover rate                 214.59%   167.08%           129.57%           214.59%   167.08%            129.57% 
</TABLE>

<TABLE>
<CAPTION>
                                                     Class C                                        Class D 
                                   --------------------------------------------   ------------------------------------------- 
                                                                                                         March 15, 1993 
                                                                                     Year ended          (Commencement 
                                             Year ended September 30                September 30         of Share Class 
                                   --------------------------------------------    ---------------       Designations) to 
                                  1995**     1994     1993      1992     1991     1995**     1994       September 30, 1993 
- ------------------------------      ----      ---      ----      ---      ----      ----      ---      ---------------------- 
<S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>                <C>     
Net asset value, 
   beginning of year              $ 9.99    $10.46    $ 7.96     $7.74    $ 5.03    $ 9.83    $10.39             $ 8.68 
Net investment loss                 (.01)     (.03)     (.06)     (.06)     (.08)     (.12)     (.09)              (.04) 
Net realized and unrealized 
   gain on investments              3.72       .31      3.90       .63      2.79      3.64       .28               1.75 
Distributions from net 
  realized  gains                   (.04)     (.75)    (1.34)     (.35)       --      (.04)     (.75)              -- 
                                    ----       ---      ----       ---      ----      ----       ---            ------- 
Net asset value, end of year      $13.66    $ 9.99    $10.46     $7.96    $ 7.74    $13.31    $ 9.83             $10.39 
                                    ====       ===      ====       ===      ====      ====       ===            ======= 
Total return                       37.30%+    2.91%+   55.46%+    7.34%+   53.88%+   36.07%+    2.00%+            19.70%+++ 
Net assets at end of year 
  (000s)                         $47,553   $23,967   $18,342   $11,654   $10,939   $95,797   $37,783            $ 5,011 
Ratio of expenses to average 
   net assets                       1.08%     1.16%     2.11%     1.54%     1.88%     2.08%     2.16%              3.16%++ 
Ratio of net investment loss 
  to  average net assets           (0.07)%   (0.32)%   (1.30)%   (0.86)%   (1.14)%   (1.09)%   (1.28)%            (2.16)%++ 
Portfolio turnover rate           214.59%   167.08%   129.57%   124.94%   219.62%   214.59%   167.08%            129.57% 
</TABLE>

 ++Annualized 

 **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. 

                                      10 
<PAGE>
 
REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Capital Trust and Shareholders of 
State Street Research Capital Fund 

We have audited the accompanying statement of assets and liabilities of State 
Street Research Capital Fund, including the schedule of portfolio 
investments, as of September 30, 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 five years in the period then ended for Class C, 
for each of the two years in the period then ended and the period February 
17, 1993 (commencement of share class designations) to September 30, 1993 for 
Class A, and for each of the two years in the period then ended and the 
period March 15, 1993 (commencement of share class designations) to September 
30, 1993 for Class B and Class D, respectively. 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 September 30, 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 Capital Fund as of September 30, 1995, the results of 
its 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 five years in the period then ended for Class C, for each of 
the two years in the period then ended and the period February 17, 1993 
(commencement of share class designations) to September 30, 1993 for Class A, 
and for each of the two years in the period then ended and the period March 
15, 1993 (commencement of share class designations) to September 30, 1993 for 
Class B and Class D, respectively, in conformity with generally accepted 
accounting principles. 

                                                      Coopers & Lybrand L.L.P. 
                                                      Boston, Massachusetts 
                                                      November 3, 1995 

                                      11 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE 

State Street Research Capital Fund outperformed the average return for Lipper 
Analytical Services' Capital Appreciation Fund category for the 12 months 
ended September 30, 1995 (does not reflect sales charges). 

On September 30, 1995, a substantial portion of the Fund's portfolio was 
invested in technology stocks in various industries. Technology stocks, and 
particularly semiconductor stocks, have led the stock market in 1995, just as 
they did in 1994. Our focus over the past year has been on electronic 
equipment and component stocks. 

Retail stocks also provided strong performance for the Fund, even though the 
overall retail sector performed poorly in 1995. We looked for stocks that 
offered high growth rates. 

For the twelve months ended September 30, 1995, the Fund's turnover rate 
stood at 215%. This higher turnover rate was partly the result of selling 
stocks that had gained from this year's strong overall stock performance. In 
addition, market declines led the Fund's manager to buy stocks that offered 
compelling values. 

The Standard & Poor's 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. Although the Fund was established as a 
personal holding company in 1967, performance results cover the period since 
the Fund commenced operations as a registered investment company on March 25, 
1984. Shares of the Fund were first publicly available in 1987 to 
institutions and existing shareholders only. The Fund commenced a continuous 
offering to the general public on February 17, 1993. During the period that 
shares were not offered to the general public, the Fund was not subject to 
the cash inflows or higher level of redemptions or expenses that could occur 
when shares are continuously offered to the public. 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. 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 Capital 
                             Fund and The S&P 500 

     Class A Shares

Average Annual Total Return
1 Year    5 Years    10 Years
+30.79%   +27.98%    +19.66%

       Capital    S&P
        Fund      500
9/85    10,000   10,000
9/86    12,864   13,174
9/87    18,349   18,894
9/88    15,787   16,553
9/89    21,144   22,007
9/90    16,743   19,974
9/91    25,764   26,184
9/92    27,654   29,075
9/93    42,868   32,846
9/94    43,943   34,054
9/95    60,181   44,174


    Class B Shares

Average Annual Total Return
1 Year    5 Years    10 Years
+30.90%   +28.59%    +20.01%

       Capital    S&P 
        Fund      500 
9/85    10,000   10,000
9/86    13,470   13,174
9/87    19,213   18,894
9/88    16,531   16,553
9/89    22,140   22,007
9/90    17,532   19,974
9/91    26,978   26,184
9/92    28,957   29,075
9/93    44,810   32,846
9/94    45,613   34,054
9/95    61,988   44,174


   Class C Shares

Average Annual Total Return
1 Year    5 Years    10 Years
+37.30%   +29.40%    +20.32%

       Capital    S&P  
        Fund      500  
9/85    10,000   10,000
9/86    13,470   13,174
9/87    19,213   18,894
9/88    16,531   16,553
9/89    22,140   22,007
9/90    17,532   19,974
9/91    26,978   26,184
9/92    28,957   29,075
9/93    45,017   32,846
9/94    46,328   34,054
9/95    63,606   44,174



      Class D Shares

Average Annual Total Return
1 Year    5 Years    10 Years
+35.07%   +28.79%    +20.04%

       Capital    S&P  
        Fund      500  
9/85    10,000   10,000
9/86    13,470   13,174
9/87    19,213   18,894
9/88    16,531   16,553
9/89    22,140   22,007
9/90    17,532   19,974
9/91    26,978   26,184
9/92    28,957   29,075
9/93    44,767   32,846
9/94    45,662   34,054
9/95    62,131   44,171




                                      12 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of the State Street Research Capital Fund 
("Fund"), along with shareholders of other series of State Street Research 
Capital Trust ("Meeting"), was held on August 25, 1995, as continued on 
September 22, 1995. The results of the Meeting are set forth below. 

<TABLE>
<CAPTION>
                                                      Votes (millions) 
                                                    --------------------- 
                                                    For       Withheld 
                                                     ---   -------------- 
<S>                                                <C>           <C>
1. The following persons were elected as 
   Trustees: 

   Edward M. Lamont                                15.3          1 
   Robert A. Lawrence                              15.3          1 
   Dean O. Morton                                  15.4          1 
   Thomas L. Phillips                              15.3          1 
   Toby Rosenblatt                                 15.4          1 
   Michael S. Scott Morton                         15.3          1 
   Ralph F. Verni                                  15.4          1 
   Jeptha H. Wade                                  15.3          1 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                            Votes (millions) 
                                                                                                        ------------------------- 
   
                                                                                                        For   Against    Abstain 
                                                                                                         ---    ------   -------- 
   
<S>                                                                                                    <C>       <C>      <C>
2. The Fund's following investment policies were reclassified from fundamental policies to 
   nonfundamental policies: 

   a. The policy regarding investments in securities of companies with less than three (3) years' 
      continuous operation;                                                                             9.9      0.7       1.2 

   b. The policy regarding investments in illiquid securities;                                          9.8      0.8       1.3 

   c. The policy regarding purchase of securities on margin and short sales of securities;              9.8      0.8       1.2 

   d. The policy regarding transactions in options and futures; and                                     9.8      0.8       1.3 

   e. The policy regarding investments in other investment companies.                                   9.9      0.7       1.3 

3. The Fund's fundamental policy regarding investing in commodities and commodity contracts was 
   amended.                                                                                             9.7      0.9       1.3 

4. The Fund's fundamental policy on lending was amended to clarify the permissibility of securities 
   lending.                                                                                             9.9      0.7       1.3 

5. Class C shares will now be included under the Fund's Plan of Distribution Pursuant to Rule 12b-1.    2.2      0.05      0.5 

6. The Master Trust Agreement was amended to eliminate the need for a vote by shareholders of the 
   acquiring fund to approve a merger or consolidation, or acquisition of assets.                      12.8      1.6       1.9 

7. The selection of Coopers & Lybrand L.L.P. as the Trust's independent accountants was ratified.      15.0      0.1       1.2 
</TABLE>

                                      13 
<PAGE>
 
STATE STREET RESEARCH CAPITAL FUND 

FUND INFORMATION, OFFICERS AND TRUSTEES OF 
STATE STREET RESEARCH CAPITAL TRUST 

Fund Information 

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 

Charles S. Glovsky 
Vice President 

Rudolph K. Kluiber 
Vice President 

Frederick R. Kobrick 
Vice President 

Thomas P. Moore 
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 

                                      14 
<PAGE>
[back cover]

State Street Research Capital 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

[State Street Research logo]

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: 2789-951122(1296)SSR-LD Cover Illustration by Dorothy
Cullinan CF-866D-1195

<PAGE>
[front cover]

[State Street Research logo]

State Street Research Small Capitalization Growth Fund

Semiannual Report
September 30, 1995

[graphic of man climbing blocks]

What's Inside

From the Chairman:
Stocks continue to perform strongly

Portfolio Manager's Review:
Fund performance rebounded

Fund Information
Facts and figures

Plus, Complete Portfolio Holdings and Financial Statements

<PAGE>
FROM THE CHAIRMAN 

[photo] 

To Our Shareholders: 

Over the past year, it was hard to beat the returns provided by stocks. The 
S&P 500 and Dow Jones Industrial Average, both considered indicators of 
large-company stock performance, provided gains of +29.7% and +28.0%, 
respectively, over the 12 months ended September 30, 1995.(1) 

Why such strong stock performance? 

The investment environment has been very favorable for stocks. The economy 
has demonstrated solid growth without overheating. Inflation has remained 
quite low--under 3% for the year. Interest rates have declined sharply from 
1994's levels. And, importantly, U.S. businesses have been able to increase 
profits by boosting productivity and cutting costs. 

Looking ahead 

With the economy now slower, however, many wonder whether companies can still 
deliver strong profits and whether stocks can continue to perform. We are 
convinced there are always individual stocks that will deliver the right 
combination of earnings growth and value--the challenge is finding such 
stocks. 

The power of research 

That is the advantage of the "bottom-up," stock-by-stock investment research 
provided by State Street Research. We do not simply invest in themes or jump 
on the bandwagon with other investors. Instead, we are committed to doing our 
homework and analyzing stocks on their individual merits. This successful 
investing strategy has been the foundation of State Street Research for more 
than 70 years. 

Thank you for investing with State Street Research. 

Sincerely, 

/s/Ralph F. Verni 

Ralph F. Verni 
Chairman 
October 31, 1995 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks; the Dow Jones Industrial Average includes 30 widely 
traded stocks. The indexes, which are commonly used measures of U.S. stock 
market performance, are unmanaged and do not take sales charges into 
consideration. Direct investment in the indexes is not possible; results are 
for illustrative purposes only. 

(2)+12.44% for Class B shares; +13.60% for Class C shares; +12.44% for Class 
D shares. 

(3)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. 

(4)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. Performance prior to class designations 
does not reflect annual 12b-1 fees of .25% for "A" shares and 1% for "B" 
shares, which will reduce subsequent performance. 

FUND INFORMATION (all data are for periods ended September 30, 1995) 

SEC Average Annual Compound Rates of Return 
(at maximum applicable sales charge)(3,4) 

<TABLE>
<CAPTION>
            Life of Fund 
               (since 
              10/4/93)          1 year 
- --------     ------------   -------------- 
<S>           <C>             <C>
Class A       -1.57%/-2.10%   +8.11%/+7.35% 
- --------      ----------      ------------ 
Class B       -1.87%/-2.42%   +7.44%/+6.64% 
- --------      ----------      ------------ 
Class C       +1.15%/+0.57%   +13.60%/+12.81% 
- --------      ----------      ------------ 
Class D       +0.16%/-0.39%   +11.44%/+10.64% 
</TABLE>

Cumulative Total Returns 
(do not reflect sales charge)(3) 

<TABLE>
<CAPTION>
            Life of Fund 
               (since 
              10/4/93)          1 year 
- --------     ------------   -------------- 
<S>           <C>             <C>
Class A       +1.47%/+0.38%   +13.20%/+12.41% 
- --------      ----------      ------------ 
Class B       +0.31%/-0.77%   +12.44%/+11.64% 
- --------      ----------      ------------ 
Class C       +2.30%/+1.13%   +13.60%/+12.81% 
- --------      ----------      ------------ 
Class D       +0.31%/-0.77%   +12.44%/+11.64% 
</TABLE>

Performance results for the Fund are increased by the Distributor's voluntary 
reduction of Fund fees and expenses. The first figure reflects expense 
reduction; the second shows what results would have been without 
subsidization. 

Top 5 Industry Positionsi 
(by percentage of net assets) 

[typeset representation of bar chart] 

Computer software & service   16.7% 
Hospital supply               13.2% 
Business service               8.4% 
Retail                         7.1% 
Oil                            5.7% 

Total net assets: 51.1% 

<PAGE>
 
PORTFOLIO MANAGER'S REVIEW 

[photo of Charles S. Glovsky] 
Charles S. Glovsky 
Portfolio Manager 

Improved performance 

For Small Capitalization Growth Fund, the biggest news was a dramatic 
turnaround in performance. 1994 was terrible for the Fund; 1995 was an 
improvement. For the twelve months ended September 30, 1995, Small 
Capitalization Growth Fund provided a total return of +13.20% (does not 
reflect sales charge).(2) This return was behind the +28.93% average gain for 
288 funds in Lipper Analytical Services' Small Company Growth Fund category-- 
primarily because the Fund's performance didn't begin to rebound until early 
1995. 

The Fund's earlier poor performance was the result of several factors. First, 
too much of the portfolio was invested in consumer-related stocks and too 
little in technology--we have corrected that. Second, the Fund was hurt by a 
heavy position in health-care stocks. Overall, we believe the outlook is very 
favorable--reasonable valuations, low interest rates, and a strong dollar 
tend to benefit small-cap stocks. 

Bigger technology focus 

The biggest change in the portfolio over the past year was an increased focus 
in technology stocks. Technology stocks in various industries stood at 28% of 
the portfolio on September 30, 1995, up from 8% a year earlier. Currently, we 
are targeting the stocks of computer software companies offering 
productivity-enhancing products, such as Softkey International (3.6% of the 
portfolio) and Information Storage Devices (0.2%). 

Added financial stocks 

Financial services stocks were another sector that demonstrated strong 
performance over the past year. In this area, we have participated in several 
niche companies that benefited from lower interest rates. A good example is 
The Money Store (1.6%), which makes consumer loans. 

Reduced presence in consumer stocks 

We reduced holdings in consumer stocks, especially in hotel and restaurant, 
recreation, business service, and hospital-supply stocks. We retain smaller 
positions in each area, focusing on individual stocks with compelling 
potential. We maintained our position in retail stocks, where we have found 
several opportunities, including Gymboree (2.1%) and The Sports Authority 
(0.6%). 

Potential for health care 

Health-care stocks were a disappointment for the portfolio. Congress's move 
to balance the budget--and possibly cut Medicare--resulted in serious 
confusion in the health-care area. We reduced our position in health stocks, 
although not before the damage was done. We retained a significant position 
in health maintenance organizations (HMOs) and nursing-home stocks, however, 
as we believe their potential is strong once the political scene settles. 
Among our key HMO holdings are HealthCare COMPARE (2.3%) and Mariner Health 
Group (1.5%). 

Optimistic outlook for energy 

We recently boosted our holdings in the energy sector. We took positions in a 
number of oil and gas exploration firms, such as Nuevo Energy (1.2%) and 
Plains Resources (0.5%). Our view is that worldwide energy demand is rising 
much faster than energy supply, and that such stocks will benefit. 

Top 10 Stock Positions 
(by percentage of net assets) 

<TABLE>
<CAPTION>
<S>    <C>                                          <C>
 1     Softkey International CD-ROM maker           3.6% 
 2     Intersolv Computer software firm             2.5% 
 3     HealthCare COMPARE Health-care provider      2.3% 
 4     Gymboree Specialty children's retailer       2.1% 
 5     Authentic Fitness Sports clothing retailer   2.0% 
 6     Avid Technology Video equipment maker        2.0% 
 7     Cheyenne Software Computer software firm     1.9% 
 8     Department 56 Retail goods company           1.8% 
 9     Hyperion Software Financial software 
       company                                      1.7% 
10     The Money Store Financial services company   1.6% 
</TABLE>

These securities represent an aggregate of 21.5% 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 
(October 1, 1994 through September 30, 1995) 

Best [arrow up] 

The Money Store 
  Lower interest rates benefited this loan provider 
Softkey International 
  Strong computer sales benefited this CD-ROM maker 
Tencor Instruments 
  Good year for semiconductor equipment suppliers 

Worst [arrow down] 

Primadonna Resorts 
  1995 has been a difficult year for gaming firms 
Quantum Health Resources 
  Health-care companies disappointed 
Future Healthcare 
  Stock declined when company was forced to restate earnings 

                                      2 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

INVESTMENT PORTFOLIO 

September 30, 1995 
<TABLE>
<CAPTION>
                                                      Value 
                                         Shares      (Note 1) 
- -------------------------------------     ------   ------------ 
<S>                                      <C>       <C>
COMMON STOCKS 95.4% 
Basic Industries 0.7% 
Chemical 0.7% 
Cambrex Corp.                            11,900    $   478,975 
                                                     ---------- 
Total Basic Industries                                 478,975 
                                                     ---------- 
Consumer Cyclical 26.8% 
Airline 0.6% 
Midwest Express Holdings, Inc.*          17,000        382,500 
                                                     ---------- 
Automotive 3.8% 
Exide Corp.                              18,100        905,000 
Federal-Mogul Corp.                      31,500        602,438 
Lear Seating Corp.*                      36,500      1,072,187 
                                                     ---------- 
                                                     2,579,625 
                                                     ---------- 
Hotel & Restaurant 5.0% 
Au Bon Pain Company, Inc.*               40,600        314,650 
Main Street and Main, Inc.*              53,700        234,938 
Outback Steakhouse, Inc.*                19,950        613,462 
Primadonna Resorts, Inc.*                48,100        733,525 
Red Lion Hotels, Inc.*                   11,000        231,000 
Station Casinos, Inc.*                   59,300        911,737 
Studio Plus Hotels, Inc.*                15,300        351,900 
                                                     ---------- 
                                                     3,391,212 
                                                     ---------- 
Recreation 4.9% 
Emmis Broadcasting Corp. Cl. A*          12,200        382,775 
Hollywood Entertainment Corp.*           47,300      1,013,994 
Infinity Broadcasting Corp. Cl. A*       19,025        623,069 
Renaissance Communications Corp.*        26,700        934,500 
Sodak Gaming, Inc.*                      16,700        346,525 
                                                     ---------- 
                                                     3,300,863 
                                                     ---------- 
Retail Trade 7.1% 
Department 56, Inc.*                     26,600      1,243,550 
Gymboree Corp.*                          47,100      1,418,888 
Sports Authority, Inc.*                  13,800        381,225 
Tiffany & Co.                            22,900        958,937 
Viking Office Products, Inc.*            19,600        818,300 
                                                     ---------- 
                                                     4,820,900 
                                                     ---------- 
Textile & Apparel 5.4% 
Authentic Fitness Corp.                  61,000      1,372,500 
Norton McNaughton, Inc.*                 41,900        932,275 
Warnaco Group, Inc. Cl. A                45,000      1,080,000 
Wolverine World Wide, Inc.               11,200        306,600 
                                                     ---------- 
                                                     3,691,375 
                                                     ---------- 
Total Consumer Cyclical                             18,166,475 
                                                     ---------- 
Consumer Staple 24.1% 
Business Service 8.4% 
Computer Horizons Corp.*                 31,700    $   634,000 
Eltron International, Inc.*              30,100        850,325 
Global DirectMail Corp.*                 36,200        891,425 
Medic Computer Systems, Inc.*            15,800        801,850 
Personnel Group of America, Inc.         61,100        855,400 
Premenos Technologies, Corp.             12,100        393,250 
Scientific Games Holdings Corp.           5,200        194,350 
Syncronys Softcorp*                      22,400        336,000 
3D Systems Corp.*                        44,300        742,025 
                                                     ---------- 
                                                     5,698,625 
                                                     ---------- 
Drug 2.1% 
Arris Pharmaceutical Corp.*              69,200        899,600 
CytoTherapeutics, Inc.*                  54,000        526,500 
                                                     ---------- 
                                                     1,426,100 
                                                     ---------- 
Hospital Supply 13.2% 
American Homepatient, Inc.*              29,200        744,600 
American Medical Response, Inc.*         26,600        754,775 
Community Care of America, Inc.          47,900        664,613 
Community Health Systems, Inc.*          25,300      1,021,487 
GranCare, Inc.*                          27,200        472,600 
HealthCare COMPARE Corp.*                39,700      1,538,375 
Lincare Holdings, Inc.*                  16,900        435,175 
Mariner Health Group, Inc.*              70,000        988,750 
Maxicare Health Plans, Inc.*             46,000        856,750 
Multicare Companies, Inc.*               17,200        399,900 
Pediatrix Medical Group, Inc.             3,800         77,900 
Rotech Medical Corp.*                    32,900        818,388 
Sierra Health Services, Inc.*             6,500        162,500 
                                                     ---------- 
                                                     8,935,813 
                                                     ---------- 
Personal Care 0.4% 
U.S.A. Detergents, Inc.*                 11,400        236,550 
                                                     ---------- 
Total Consumer Staple                               16,297,088 
                                                     ---------- 
Energy 6.7% 
Oil 5.7% 
Abacan Resource Corp.*                  114,300        289,130 
Tom Brown, Inc.*                         27,500        374,688 
Global Natural Resources, Inc.*          34,500        340,687 
Nuevo Energy Co.*                        36,200        814,500 
Plains Resources, Inc.*                  38,600        306,388 
Ranger Oil Ltd.                         132,600        795,600 
Swift Energy Co.*                       106,200        969,075 
                                                     ---------- 
                                                     3,890,068 
                                                     ---------- 

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

                                      3 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

                                                      Value 
                                         Shares      (Note 1) 
- -------------------------------------     ------   ------------ 
Oil Service 1.0% 
Landmark Graphics Corp.*                 23,600    $   665,225 
                                                     ---------- 
Total Energy                                         4,555,293 
                                                     ---------- 
Finance 6.7% 
Financial Service 3.2% 
BancTec, Inc.*                           21,600        464,400 
Jayhawk Acceptance Corp.*                 6,200         90,675 
The Money Store, Inc.                    23,550      1,115,681 
United Companies Financial Corp.          7,680        524,160 
                                                     ---------- 
                                                     2,194,916 
                                                     ---------- 
Insurance 3.5% 
Mutual Risk Management Ltd.              23,300        920,350 
NAC Re Corp.                             17,200        623,500 
National Re Corp.                        23,100        817,163 
                                                     ---------- 
                                                     2,361,013 
                                                     ---------- 
Total Finance                                        4,555,929 
                                                     ---------- 
Science & Technology 28.5% 
Computer Software & Service 16.7% 
Avid Technology, Inc.*                   31,900      1,371,700 
Boca Research, Inc.*                      8,000        194,000 
Cheyenne Software, Inc.*                 63,200      1,264,000 
Datastream Systems, Inc.*                22,000        500,500 
HPR, Inc.*                                2,500         58,125 
Harbinger Corp.*                            800         11,000 
Hyperion Software Corp.*                 20,400      1,157,700 
Inference, Inc. Cl. A*                   35,900        538,500 
Information Storage Devices, Inc.*        4,700        106,338 
Intersolv, Inc.*                         85,800      1,726,725 
Mattson Technologies, Inc.*              12,900        548,250 
OnTechnologies Corp.*                    39,000        682,500 
Phamis, Inc.*                            10,100        276,487 
Plasma Materials Technologies, Inc.*      4,400         77,550 
Shiva Corp.*                              3,800        232,750 
Simware, Inc.                            10,700        107,000 
Smith Micro Software, Inc.*               4,000         39,500 
Softkey International, Inc.*             55,000      2,433,750 
                                                     ---------- 
                                                    11,326,375 
                                                     ---------- 
Electronic Components 2.5% 
C.P. Clare Corp.*                        20,800        530,400 
Dovatron International, Inc.*             5,300        183,513 
Telcom Semiconductor, Inc.*               1,600         18,400 
US Order, Inc.*                          51,200        947,200 
                                                     ---------- 
                                                     1,679,513 
                                                     ---------- 
Electronic Equipment 4.5% 
Electroglas, Inc.*                       10,800    $   735,750 
Itron, Inc.*                             14,500        402,375 
Tekelec, Inc.*                           45,100      1,014,750 
Tencor Instruments*                      19,800        876,150 
                                                     ---------- 
                                                     3,029,025 
                                                     ---------- 
Office Equipment 4.8% 
Broadway & Seymour, Inc.*                33,600        840,000 
FileNet Corp.*                           17,600        778,800 
SCI Systems, Inc.                        27,000        931,500 
Sequent Computer Systems, Inc.*          35,500        705,562 
                                                     ---------- 
                                                     3,255,862 
                                                     ---------- 
Total Science & Technology                          19,290,775 
                                                     ---------- 
Utility 1.9% 
Telephone 1.9% 
Allen Group, Inc.                        24,600        891,750 
Tel-Save Holdings, Inc.*                 25,100        385,912 
                                                     ---------- 
                                                     1,277,662 
                                                     ---------- 
Total Utility                                        1,277,662 
                                                     ---------- 
Total Common Stocks (Cost $53,644,148)              64,622,197 
                                                     ---------- 
</TABLE>

<TABLE>
<CAPTION>
                                       Principal    Maturity 
                                         Amount       Date 
- -----------------------------------     ---------    --------   ----------- 
<S>                                   <C>          <C>          <C>
COMMERCIAL PAPER 5.4% 
Ford Motor Credit Co., 5.77%          $1,519,000   10/4/1995      1,519,000 
Household Finance Corp., 5.75%           301,000   10/2/1995        301,000 
Philip Morris Companies, Inc. 6.60%    1,862,317   10/2/1995      1,862,317 
                                                                  --------- 
Total Commercial Paper (Cost $3,682,317)                          3,682,317 
                                                                  --------- 
Total Investments (Cost $57,326,465)--100.8%                     68,304,514 
Cash and Other Assets, Less Liabilities--(0.8)%                    (564,771) 
                                                                  --------- 
Net Assets--100.0%                                              $67,739,743 
                                                                  ========= 
</TABLE>

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

                                      4 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

INVESTMENT PORTFOLIO (cont'd) 

<TABLE>
<CAPTION>
<S>                                             <C>
Federal Income Tax Information: 

At September 30, 1995, the net unrealized 
  appreciation of investments based on cost 
  for Federal income tax purposes of 
  $57,330,054 was as follows: 
Aggregate gross unrealized appreciation for 
  all investments in which there is an 
  excess of value over tax cost                 $12,836,492 
Aggregate gross unrealized depreciation for 
  all investments in which there is an 
  excess of tax cost over value                  (1,862,032) 
                                                  ---------- 
                                                $10,974,460 
                                                  ========== 
</TABLE>
* Nonincome-producing securities 

STATEMENT OF ASSETS AND LIABILITIES 
September 30, 1995 
<TABLE>
<CAPTION>
<S>                                                       <C>
Assets 
Investments, at value (Cost $57,326,465) (Note 1)         $68,304,514 
Cash                                                           31,640 
Receivable for securities sold                              1,900,195 
Receivable from Distributor (Note 3)                           24,868 
Dividends and interest receivable                               9,672 
Deferred organization costs and other assets (Note 1)          22,225 
                                                            ---------- 
                                                           70,293,114 
Liabilities 
Payable for securities purchased                            2,208,372 
Payable for fund shares redeemed                              146,459 
Accrued management fee (Note 2)                                41,712 
Accrued distribution fee (Note 5)                              32,556 
Accrued trustees' fees (Note 2)                                 6,567 
Other accrued expenses                                        117,705 
                                                            ---------- 
                                                            2,553,371 
                                                            ---------- 
Net Assets                                                $67,739,743 
                                                            ========== 
Net Assets consist of: 
 Unrealized appreciation of investments                   $10,978,049 
 Accumulated net realized loss                             (6,159,873) 
 Shares of beneficial interest (Note 6)                    62,921,567 
                                                            ---------- 
                                                          $67,739,743 
                                                            ========== 
Net Asset Value and redemption price per share of 
  Class A shares ($21,479,765 / 2,216,062 shares of 
  beneficial interest)                                          $9.69 
                                                            ========== 
Maximum Offering Price per share of Class A shares 
  ($9.69 / .955)                                               $10.15 
                                                            ========== 
Net Asset Value and offering price per share of 
  Class B shares ($26,489,022 / 2,766,405 shares 
  of beneficial interest)*                                      $9.58 
                                                            ========== 
Net Asset Value, offering price and redemption price 
  per share of Class C shares ($12,379,730 / 1,267,435 
  shares of beneficial interest)                                $9.77 
                                                            ========== 
Net Asset Value and offering price per share of 
  Class D shares ($7,391,226 / 771,686 shares 
  of beneficial interest)*                                      $9.58 
                                                            ========== 
</TABLE>
*Redemption price per share for Class B and Class D is equal to net asset 
 value less any applicable contingent deferred sales charge. 

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

                                      5 
<PAGE>

STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND
 
STATEMENT OF OPERATIONS 
For the year ended September 30, 1995 

<TABLE>
<CAPTION>
<S>                                                     <C>
Investment Income 
Interest                                                $   184,282 
Dividends, net of foreign taxes of $3,157                    97,753 
                                                          ---------- 
                                                            282,035 
Expenses 
Management fee (Note 2)                                     501,000 
Transfer agent and shareholder services (Note 2)            298,779 
Custodian fee                                               171,195 
Registration fees                                            95,255 
Distribution fee--Class A (Note 5)                           55,059 
Distribution fee--Class B (Note 5)                          277,822 
Distribution fee--Class D (Note 5)                           86,314 
Reports to shareholders                                      42,947 
Legal fees                                                   24,495 
Audit fee                                                    18,980 
Trustees' fees (Note 2)                                      14,366 
Amortization of organization costs (Note 1)                   6,529 
Miscellaneous                                                14,423 
                                                          ---------- 
                                                          1,607,164 
Expenses borne by the Distributor (Note 3)                 (453,010) 
                                                          ---------- 
                                                          1,154,154 
                                                          ---------- 
Net investment loss                                        (872,119) 
                                                          ---------- 
Realized and Unrealized Gain (Loss) on Investments 
Net realized loss on investments (Notes 1 and 4)         (3,364,808) 
Net unrealized appreciation of investments               11,482,443 
                                                          ---------- 
Net gain on investments                                   8,117,635 
                                                          ---------- 
Net increase in net assets resulting from operations    $ 7,245,516 
                                                          ========== 
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                                           October 4, 1993 
                                                          (Commencement of 
                                          Year ended       Operations) to 
                                        September 30,       September 30, 
                                             1995               1994 
- -----------------------------------     ---------------   ----------------- 
<S>                                      <C>                 <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment loss                      $  (872,119)        $  (356,585) 
Net realized loss on investments*         (3,364,808)         (2,795,065) 
Net unrealized appreciation 
  (depreciation) of investments           11,482,443            (504,394) 
                                         -------------      --------------- 
Net increase (decrease) resulting 
  from operations                          7,245,516          (3,656,044) 
                                         -------------      --------------- 
Net increase (decrease) from fund 
  share transactions (Note 6)             (7,844,245)         71,994,516 
                                         -------------      --------------- 
Total increase (decrease) in net 
  assets                                    (598,729)         68,338,472 

Net Assets 
Beginning of year                         68,338,472                  -- 
                                         -------------      --------------- 
End of year                              $67,739,743         $68,338,472 
                                         =============      =============== 
* Net realized loss for Federal 
  income tax purposes 
  (Note 1)                               $(2,682,827)        $   (10,835) 
                                         =============      =============== 
</TABLE>

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

                                      6 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

NOTES TO FINANCIAL STATEMENTS 
September 30, 1995 

Note 1 

State Street Research Small Capitalization Growth Fund (the "Fund"), is a 
series of State Street Research Capital Trust (the "Trust"), formerly State 
Street Capital Trust, which is a Massachusetts business trust registered 
under the Investment Company Act of 1940, as amended, as a diversified, 
open-end management investment company. The Trust was organized in November, 
1988 as a successor to State Street Capital Fund, Inc., a Massachusetts 
corporation. The Trust consists presently of three separate funds: State 
Street Research Small Capitalization Growth Fund, State Street Research 
Capital Fund and State Street Research Small Capitalization Value Fund. 

The Fund offers four classes of shares. Shares of the Fund had no class 
designations until February 1, 1994. Class A shares are subject to an initial 
sales charge of up to 4.50% and pay an annual 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. 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 certain 
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 identified cost of 
securities delivered for both financial reporting and Federal income tax 
purposes. 

B. Federal Income Taxes 

No provision for Federal income taxes is necessary since the Fund intends 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, 
if any, within the prescribed time periods. At September 30, 1995, the Fund 
had a capital loss carryforward of $2,693,662 available, to the extent 
provided in regulations, to offset future capital gains, if any, of which 
$10,835 and $2,682,827 expire on September 30, 2002 and 2003, respectively. 

In order to meet certain excise tax distribution requirements under Section 
4982 of the Internal Revenue Code, the Fund is required to measure and 
distribute annually, if necessary, net capital gains realized during a 
twelve-month period ending October 31. In this connection, the Fund is 
permitted to defer into its next fiscal year any net capital losses incurred 
between each November 1 and the end of its fiscal year. From November 1, 1993 
through September 30, 1994, the Fund incurred net capital losses of 
$2,454,661 and has deferred and treated such losses as arising in the fiscal 
year ending September 30, 1995. From November 1, 1994 through September 30, 
1995, the Fund incurred net capital losses of approximately $3,463,000 and 
intends to defer and treat such losses as arising in the fiscal year ending 
September 30, 1996. 

C. Dividends 

Dividends from net investment income, if any, are declared and paid or 
reinvested annually. Net realized capital gains, if any, are distributed 
annually, unless additional distributions are required for compliance with 
applicable tax regulations. 

Income dividends and capital gain distributions are determined in accordance 
with Federal income tax regulations which may differ from generally accepted 
accounting principles. 

D. Deferred Organization Costs 

Certain costs incurred in the organization and registration of the Fund were 
capitalized and are being amortized under the straight-line method over a 
period of five years. 

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 an agreement under which the Adviser 
earns monthly fees equal to 1/16 of 1% (3/4 of 1% on an annual basis) of 
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 $14,366 during the year 
ended September 30, 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 

                                      7 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

to the purchase and redemption of shares of the Fund. In addition, 
Metropolitan receives a fee for maintenance of the accounts of certain 
shareholders who are participants in sponsored arrangements, employee benefit 
plans and similar programs or plans, through or under which shares of the 
Fund may be purchased. During the year ended September 30, 1995, the amount 
of such shareholder servicing and account maintenance expenses was 
$72,975. 

Note 3 

The Distributor and its affiliates may from time to time and in varying 
amounts voluntarily assume some portion of fees or expenses relating to the 
Fund. During the year ended September 30, 1995, the amount of such expenses 
assumed by the Distributor and its affiliates was $453,010. 

Note 4 

For the year ended September 30, 1995, exclusive of short-term investments 
and U.S. Government obligations, purchases and sales of securities aggregated 
$113,097,415 and $122,362,902, respectively. 

Note 5 

The Trust has adopted a Plan of Distribution Pursuant to Rule 12b-1 (the 
"Plan") under the Investment Company Act of 1940. 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 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 September 30, 1995, fees pursuant 
to such plan amounted to $55,059, $277,822 and $86,314 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 $9,616 and $42,175, respectively, on sales of Class A shares of 
the Fund during the year ended September 30, 1995, and that MetLife 
Securities, Inc. earned commissions aggregating $50,489 on sales of Class B 
shares, and that the Distributor collected contingent deferred sales charges 
aggregating $128,068 and $6,586 on redemptions of Class B and Class D shares, 
respectively during the same period. 

                                      8 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

NOTES (cont'd) 

Note 6 

The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. 
At September 30, 1995, the Distributor owned one Class C share of the Fund. 

Share transactions were as follows: 

<TABLE>
<CAPTION>
                                                            February 1, 1994 
                                                            (Commencement of 
                                                              Share Class 
                                   Year ended                Designations) 
                               September 30, 1995        to September 30, 1994 
                            -------------------------   ------------------------ 
Class A                      Shares         Amount       Shares        Amount 
- -----------------------     ----------    -----------    --------   ------------ 
<S>                        <C>           <C>           <C>          <C>
Shares sold                   585,876    $ 4,916,956   2,793,089    $24,869,158 
Shares redeemed              (937,567)    (7,864,550)   (225,336)    (1,967,087) 
                             --------      ---------      ------      ---------- 
Net increase (decrease)      (351,691)   $(2,947,594)  2,567,753    $22,902,071 
                             ========      =========      ======      ========== 
Class B                       Shares        Amount        Shares        Amount 
- -----------------------      --------      ---------      ------      ---------- 
Shares sold                   477,595    $ 3,977,732   3,606,689    $32,666,242 
Shares redeemed            (1,148,744)    (9,420,297)   (169,135)    (1,476,529) 
                             --------      ---------      ------      ---------- 
Net increase (decrease)      (671,149)   $(5,442,565)  3,437,554    $31,189,713 
                             ========      =========      ======      ========== 
</TABLE>

<TABLE>
<CAPTION>
                                                   October 4, 1993 
                                                  (Commencement of 
                                                   Operations) to 
                                                 September 30, 1994 
                                             --------------------------- 
Class C             Shares       Amount        Shares         Amount 
- ---------------     --------    ----------    ----------   ------------- 
<S>                <C>        <C>            <C>           <C>
Shares sold         836,117   $ 7,366,455     1,914,962    $ 17,425,844 
Shares redeemed    (386,614)   (3,415,989)   (1,097,030)    (10,337,651) 
                     ------      --------      --------      ----------- 
Net increase        449,503   $ 3,950,466       817,932    $  7,088,193 
                     ======      ========      ========      =========== 
</TABLE>

<TABLE>
<CAPTION>
                                                          February 1, 1994 
                                                          (Commencement of 
                                                            Share Class 
                                                           Designations) 
                                                       to September 30, 1994 
                                                      ------------------------ 
Class D                     Shares        Amount       Shares        Amount 
- -----------------------     --------    -----------    --------   ------------ 
<S>                        <C>         <C>           <C>          <C>
Shares sold                  85,008    $   686,924   1,290,249    $11,826,451 
Shares redeemed            (490,937)    (4,091,476)   (112,634)    (1,011,912) 
                             ------      ---------      ------      ---------- 
Net increase (decrease)    (405,929)   $(3,404,552)  1,177,615    $10,814,539 
                             ======      =========      ======      ========== 
</TABLE>

                                      9 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

FINANCIAL HIGHLIGHTS 
For a share outstanding throughout each year: 

<TABLE>
<CAPTION>
                             Class A                    Class B                    Class C                    Class D 
                     -----------------------    -----------------------    -----------------------   ------------------------- 
                     Year ended                 Year ended                 Year ended                 Year ended 
                      September                  September                  September                  September 
                         30,                        30,                        30,                        30, 
                      1995****       1994**        1995****  1994**          1995****      1994***      1995****  1994** 
 ----------------    -----------    --------    -----------    --------    -----------    --------    -----------   ---------- 
<S>                  <C>            <C>         <C>            <C>           <C>            <C>         <C>           <C>
Net asset value, 
  beginning of 
  year                  $8.56        $9.45         $8.52        $9.45         $8.60        $9.55         $8.52         $9.45 
Net investment 
  loss*                  (.08)        (.02)         (.14)        (.06)         (.06)        (.06)         (.14)         (.06) 
Net realized and 
  unrealized gain 
  (loss) on 
  investments            1.21         (.87)         1.20         (.87)         1.23         (.89)         1.20          (.87) 
                       ---------      ------      ---------      ------      ---------      ------      ---------      -------- 
Net asset value, 
   end of year          $9.69        $8.56         $9.58        $8.52         $9.77        $8.60         $9.58         $8.52 
                       =========      ======      =========      ======      =========      ======      =========      ======== 
Total return            13.20%+      (9.42)%+++    12.44%+      (9.84)%+++    13.60%+      (9.95)%+++    12.44%+       (9.84)%+++ 
   
Net assets at 
  end of year 
  (000s)              $21,480      $21,986       $26,489      $29,287       $12,380       $7,033        $7,391        $10,032 
Ratio of 
  operating 
  expenses to 
  average net 
  assets*                1.35%        1.35%++       2.10%        2.10%++       1.10%        1.10%++       2.10%         2.10%++ 
Ratio of net 
  investment loss 
  to average net 
  assets*               (0.93)%      (0.58)%++     (1.67)%      (1.32)%++     (0.71)%      (0.68)%++     (1.67)%       (1.32)%++ 
Portfolio 
  turnover rate        178.60%       83.61%       178.60%       83.61%       178.60%       83.61%       178.60%        83.61% 
*Reflects 
 voluntary 
 assumption of 
 fees or 
 expenses per 
 share in each 
 year (Note 3).          $.06         $.02          $.06         $.02          $.06         $.04          $.06          $.02 
</TABLE>

  ++Annualized 

   +Total return figures do not reflect any front-end or contingent deferred 
    sales charges. Total return would be lower if the Distributor and its 
    affiliates had not voluntarily assumed a portion of the Fund's expenses. 

 +++Represents aggregate return for the period without annualization and does 
    not reflect any front-end or contingent deferred sales charges. Total 
    return would be lower if the Distributor and its affiliates had not 
    voluntarily assumed a portion of the Fund's expenses. 

  **February 1, 1994 (commencement of share class designations) to September 
    30, 1994. 

 ***October 4, 1993 (commencement of operations) to September 30, 1994. 

****Per-share figures have been calculated using the average shares method. 

                                      10 
<PAGE>
 
REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Capital Trust and Shareholders of 
State Street Research Small Capitalization Growth Fund 

We have audited the accompanying statement of assets and liabilities of State 
Street Research Small Capitalization Growth Fund, including the schedule of 
portfolio investments, as of September 30, 1995, and the related statement of 
operations for the year then ended, the statement of changes in net assets 
for the year then ended and the period October 4, 1993 (commencement of 
operations) to September 30, 1994 and the financial highlights for the year 
then ended and the period February 1, 1994 (commencement of share class 
designations) to September 30, 1994 for Class A, Class B and Class D and for 
the year then ended and the period October 4, 1993 (commencement of 
operations) to September 30, 1994 for Class C. 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 September 30, 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 Small Capitalization Growth Fund as of September 30, 
1995, the results of its operations for the year then ended, the changes in 
its net assets for the year then ended and the period October 4, 1993 
(commencement of operations) to September 30, 1994, and the financial 
highlights for the year then ended and the period February 1, 1994 
(commencement of share class designations) to September 30, 1994 for Class A, 
Class B and Class D and for the year then ended and the period October 4, 
1993 (commencement of operations) to September 30, 1994 for Class C, in 
conformity with generally accepted accounting principles. 

                                                      Coopers & Lybrand L.L.P. 
                                                      Boston, Massachusetts 
                                                      November 3, 1995 

                                      11 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE 

For the twelve months ended September 30, 1995, Small Capitalization Growth 
Fund significantly trailed the average gain for Lipper Analytical Services' 
Small Company Growth Fund category (does not reflect sales charges.) 

The Fund's underperformance was the result of several factors. First, too 
much of the portfolio was invested in consumer-related stocks and too little 
in technology--we have corrected that. Second, the Fund was hurt by a heavy 
position in health-care stocks. 

The Fund increased its focus on technology. Technology stocks in various 
industries stood at 28% of the portfolio on September 30, 1995, up from 8% a 
year earlier. Currently, we are targeting the stocks of computer software 
companies offering productivity-enhancing products. 

We reduced holdings in consumer stocks, especially in hotel and restaurant, 
recreation, business service, and hospital-supply stocks. We retained smaller 
positions in each area, focusing on individual stocks with compelling 
potential. We maintained our position in retail stocks. Health-care stocks 
were disappointing, as Congress's moves to balance the budget have resulted 
in serious confusion in the health-care area. Our health-care focus is on 
health maintenance organizations (HMOs) and nursing home stocks. 

The Standard & Poor's 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. 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. Performance prior to class designations does not reflect 
annual 12b-1 fees of .25% for "A" shares and 1% for "B" shares, which will 
reduce subsequent performance. 

                       Comparison Of Change In Value Of 
                        A $10,000 Investment In Small 
                  Capitalization Growth Fund and The S&P 500 

[typeset representation of line charts] 

        Class A Shares 
  Average Annual Total Return 
    1 Year        Life of Fund 
+8.11%/+7.35%     -1.57%/-2.10% 

            Small Capitalization Growth     S&P 500 
10/4/93              10,000.0               10,000.0 
9/30/94               8,921.0               10,368.0 
9/30/95               9,690.0               13,448.0 

       Class B Shares 
  Average Annual Total Return 
    1 Year         Life of Fund 
+7.44%/+6.64%     -1.87%/-2.42% 

            Small Capitalization Growth     S&P 500 
10/4/93              10,000.0               10,000.0 
9/30/94               8,921.0               10,368.0 
9/30/95               9,631.0               13,448.0 

       Class C Shares 
    Average Annual Total Return 
     1 Year          Life of Fund 
+13.60%/+12.81%     +1.15%/+0.57% 

            Small Capitalization Growth     S&P 500 
10/4/93              10,000.0               10,000.0 
9/30/94               8,921.0               10,368.0 
9/30/95              10,230.0               13,448.0 

       Class D Shares 
   Average Annual Total Return 
     1 Year          Life of Fund 
+11.44%/+10.64%     +0.16%/-0.39% 

            Small Capitalization Growth     S&P 500 
10/4/93              10,000.0               10,000.0 
9/30/94               8,921.0               10,368.0 
9/30/95              10,031.0               13,448.0 

                                      12 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of the State Street Research Small 
Capitalization Growth Fund ("Fund"), along with shareholders of other series 
of State Street Research Capital Trust ("Meeting"), was held on August 25, 
1995, as continued on September 22, 1995. The results of the Meeting are set 
forth below. 

<TABLE>
<CAPTION>
                                                      Votes (millions) 
                                                    --------------------- 
                                                    For       Withheld 
                                                     ---   -------------- 
<S>                                                <C>          <C>
1. The following persons were elected as 
   Trustees: 

   Edward M. Lamont                                15.3          1 
   Robert A. Lawrence                              15.3          1 
   Dean O. Morton                                  15.4          1 
   Thomas L. Phillips                              15.3          1 
   Toby Rosenblatt                                 15.4          1 
   Michael S. Scott Morton                         15.3          1 
   Ralph F. Verni                                  15.4          1 
   Jeptha H. Wade                                  15.3          1 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                        Votes (millions) 
                                                                                                       ------------------- 
                                                                                                     For Against   Abstain 
                                                                                                     --- -------   ------- 
<S>                                                                                                 <C>    <C>       <C>
2. Class C shares of the Fund will now be included under the Fund's Plan of Distribution Pursuant 
   to Rule 12b-1.                                                                                    0.8    0.02     0.2 

3. The Master Trust Agreement was amended to eliminate the need for a vote by shareholders of the 
   acquiring fund to approve a merger or consolidation, or acquisition of assets.                   12.8    1.6      1.9 

4. The selection of Coopers & Lybrand L.L.P. as the Trust's independent accountants was ratified.   15.0    0.1      1.2 
</TABLE>

                                      13 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION GROWTH FUND 

FUND INFORMATION, OFFICERS AND TRUSTEES OF 
STATE STREET RESEARCH CAPITAL TRUST 

Fund Information 

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 

Charles S. Glovsky 
Vice President 

Rudolph K. Kluiber 
Vice President 

Frederick R. Kobrick 
Vice President 

Thomas P. Moore, Jr. 
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 

                                      14 
<PAGE>
[back cover]

State Street Research Small Capitalization 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

[State Street Research logo]

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: 2792-951124(1296)SSR-LD Cover Illustration by Dorothy
Cullinan SCG-085E-1195

<PAGE>
[front cover]

[State Street Research logo]

State Street Research Small Capitalization Value Fund

Annual Report
September 30, 1995

[graphic of man climbing blocks]

What's Inside

From the Chairman:
Stocks continue to perform strongly

Portfolio Manager's Review:
Solid performance in the Fund's first year

Fund Information
Facts and figures

Plus, Complete Portfolio Holdings and Financial Statements

<PAGE>

FROM THE CHAIRMAN 

[photo] 

To Our Shareholders: 

Over the past year, it was hard to beat the returns provided by stocks. The 
S&P 500 and Dow Jones Industrial Average, both considered indicators of 
large-company stock performance, provided gains of +29.7% and +28.0%, 
respectively, over the 12 months ended September 30, 1995.(1) 

Why such strong stock performance? 

The investment environment has been very favorable for stocks. The economy 
has demonstrated solid growth without overheating. Inflation has remained 
quite low--under 3% for the year. Interest rates have declined sharply from 
1994's levels. And, importantly, U.S. businesses have been able to increase 
profits by boosting productivity and cutting costs. 

Looking ahead 

With the economy now slower, however, many wonder whether companies can still 
deliver strong profits and whether stocks can continue to perform. We are 
convinced there are always individual stocks that will deliver the right 
combination of earnings growth and value--the challenge is finding such 
stocks. 

The power of research 

That is the advantage of the "bottom-up," stock-by-stock investment research 
provided by State Street Research. We do not simply invest in themes or jump 
on the bandwagon with other investors. Instead, we are committed to doing our 
homework and analyzing stocks on their individual merits. This successful 
investing strategy has been the foundation of State Street Research for more 
than 70 years. 

Thank you for investing with State Street Research. 

Sincerely, 

/s/Ralph F. Verni 

Ralph F. Verni 
Chairman 
October 31, 1995 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks; the Dow Jones Industrial Average includes 30 widely 
traded stocks. The indexes, which are commonly used measures of U.S. stock 
market performance, are unmanaged and do not take sales charges into 
consideration. Direct investment in the indexes is not possible; results are 
for illustrative purposes only. 

(2)+16.02% for Class B shares; +16.75% for Class C shares; +16.02% for Class 
D shares. 

(3)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. 

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

FUND INFORMATION (all data are for periods ended September 30, 1995) 

Aggregate Total Return 
(at maximum applicable sales charge)(3,4) 

<TABLE>
<CAPTION>
             Life of Fund 
                (since 
               2/13/95) 
- --------    -------------- 
<S>             <C>
Class A         +11.30% 
- --------      ------------ 
Class B         +11.02% 
- --------      ------------ 
Class C         +16.75% 
- --------      ------------ 
Class D         +15.02% 
- --------      ------------ 
</TABLE>
Cumulative Total Returns 
(do not reflect sales charge)(3) 

<TABLE>
<CAPTION>
             Life of Fund 
                (since 
               2/13/95) 
- --------    -------------- 
<S>             <C>
Class A         +16.54% 
- --------      ------------ 
Class B         +16.02% 
- --------      ------------ 
Class C         +16.75% 
- --------      ------------ 
Class D         +16.02% 
- --------      ------------ 
</TABLE>

Top 10 Stock Positions 
(by percentage of net assets) 

<TABLE>
<CAPTION>
<S>    <C>                                         <C>
 1     The Carbide/Graphite Group Metal and 
       mining company                              2.8% 
 2     Gaylord Container Linerboard (cardboard) 
       leader                                      2.5% 
 3     Sunshine Mining/Refining Metal and mining 
       company                                     2.4% 
 4     Protection One Home security company        2.4% 
 5     Webco Industries Tubing manufacturer        2.4% 
 6     Nortek Building company                     2.3% 
 7     America West Airline Regional airline       2.3% 
 8     Noel Group Diversified company              2.2% 
 9     Interlake Metal and mining company          2.1% 
10     MEMC Electronic Electronic components 
       company                                     2.0% 
</TABLE>

These securities represent an aggregate of 23.4% 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. 

<PAGE>
 
PORTFOLIO MANAGER'S REVIEW 

[photo of Rudolph K. Kluiber] 
Rudolph K. Kluiber 
Portfolio Manager 

Small Capitalization Value Fund has provided solid performance thus far. From 
its inception on February 13 through September 30, 1995, Class A shares of 
the Fund provided a total return of +16.54% (does not reflect sales 
charge).(2) 

It is difficult to compare the Fund's performance with that of similar funds 
because of the unusual time period--seven and one-half months. 
Small-capitalization value stocks in general have underperformed 
small-company growth stocks over the past 12 months. 

The Fund's performance may have been hindered at first by the challenge of 
finding value stocks in a rising stock market. As a result, the portfolio 
held more cash than would be typical for the first few months. 

What is value? 

When we use the term "value," we mean that our investment approach targets 
stocks that are underpriced--trading below what we believe are their true 
values. Our expectation is that a value stock's price will rise in time to 
reach that true value. 

Digging into metal and mining 

Approximately 20% of the portfolio is invested in metal and mining stocks. 
This area includes a wide range of companies, most performing unglamorous 
industrial tasks. Two such companies are The Carbide/Graphite Group (2.8% of 
the portfolio), which makes industrial parts out of scrap steel, and CasTech 
Aluminum Group (1.8%), an aluminum minimill. 

Absolute value in building, retail 

Out-of-favor sectors of the stock market usually offer good value--the hard 
part is that it can take time for such stocks to recover. Building and retail 
stocks are good examples. We have identified several building stocks that we 
believe can benefit from lower interest rates and, eventually, increased 
construction. Retail stocks have been beaten down in 1995 by price- conscious 
consumers. We sifted through the bargains to find retail companies whose 
customers may be less price sensitive--such as furniture retailers. 

Potential in automotive stocks 

With the economy slowing, automotive stocks have suffered--creating values. 
We have targeted companies that supply parts to the big auto makers. Such 
companies offer potential because of cost-cutting, merger and acquisition 
activity, and international opportunities. Among our automotive holdings are 
Lear Seating (1.4%) and Federal-Mogul (1.6%). 

A word about small-cap stocks 

It's important to point out that, although we are targeting stocks that offer 
strong value, small-capitalization value stocks are not without risk. Small 
stocks always involve higher degrees of price fluctuation than large stocks. 
As a result, you should expect the Fund's returns and share price to 
fluctuate, sometimes sharply. 

Top 5 Industry Positions 

[Tabular version of bar chart]

Metal & mining          19.6% 
Building                 8.5%
Retail                   8.5%
Automotive               7.9%
Diversified              5.9%

Total net assets        50.4%

(by percentage of net assets) 

Best and Worst Contributors to Performance 
(October 1, 1994 through September 30, 1995) 

Best [arrow up] 
Exide 
  Auto battery maker benefited from strategic acquisitions 
Aames Financial 
  Strong loan growth helped consumer finance company 
Protection One 
  Home security company benefited from continued customer growth 

Worst [arrow down] 
Algoma Steel 
  Steel prices fell, hurting this stock 
Gaylord Container 
  Linerboard maker's stock slumped because of concerns about slowing economy 
Webco Industries 
  Tubing manufacturer hurt by concerns about slowing economy 

                                      2 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

INVESTMENT PORTFOLIO 
September 30, 1995 

<TABLE>
<CAPTION>
                                                         Value 
                                            Shares     (Note 1) 
- -----------------------------------------     -----   ----------- 
<S>                                         <C>       <C>
COMMON STOCKS 99.6% 
Basic Industries 37.6% 
Chemical 5.1% 
Applied Extrusion Technologies, Inc.*        3,000    $   55,125 
Carlisle Plastics, Inc. Cl. A*              10,000        50,000 
McWhorter Technologies, Inc.*                7,000       107,625 
Rexene Corp.*                                2,500        29,375 
Uniroyal Chemical Corp.*                     7,500        67,500 
                                                        --------- 
                                                         309,625 
                                                        --------- 
Diversified 5.9% 
Alltrista Corp.*                             2,000        38,000 
Commercial Intertech Corp.                   1,500        28,688 
Noel Group, Inc.                            22,000       137,500 
Triton Group Ltd.*                          33,300       104,062 
Zero Corp.                                   3,300        53,625 
                                                        --------- 
                                                         361,875 
                                                        --------- 
Forest Product 2.5% 
Gaylord Container Corp. Wts.*               18,199       154,694 
                                                        --------- 
Machinery 3.6% 
Arden Industrial Products, Inc.*             8,000        64,000 
Hardinge, Inc.                               3,500        91,875 
Specialty Equipment Companies, Inc.*         5,000        61,250 
                                                        --------- 
                                                         217,125 
                                                        --------- 
Metal & Mining 19.6% 
Algoma Steel, Inc.*                         11,000        51,150 
Bayou Steel Corp. Cl. A*                     3,000        14,813 
Carbide/Graphite Group, Inc.*               12,000       169,500 
Castech Aluminum Group, Inc.*                7,000       112,875 
Chase Brass Industries, Inc.*                8,000       102,000 
Commonwealth Aluminum Corp.                  1,000        17,500 
Easco, Inc.                                 11,000        82,500 
Encore Wire Corp.*                           2,000        24,125 
Interlake, Inc.*                            53,900       128,013 
Maxxam, Inc.*                                1,000        49,125 
Shaw Group, Inc.*                            6,000        54,750 
Sinter Metals, Inc. Cl. A*                   3,000        33,000 
Sunshine Mining & Refining Co. Pfd.*        18,000       148,500 
Webco Industries, Inc.*                     21,000       145,687 
Wyman Gordon Co.*                            5,000        69,062 
                                                        --------- 
                                                       1,202,600 
                                                        --------- 
Railroad 0.9% 
Westinghouse Air Brake Co.*                  4,000        57,500 
                                                        --------- 
Total Basic Industries                                 2,303,419 
                                                        --------- 
Consumer Cyclical 34.0% 
Airline 3.0% 
America West Airline, Inc.*                  9,000    $  139,500 
Midwest Express Holdings, Inc.               2,000        45,000 
                                                        --------- 
                                                         184,500 
                                                        --------- 
Automotive 7.9% 
Borg Warner Automotive, Inc.                 1,000        32,000 
Federal-Mogul Corp.                          5,000        95,625 
Harvard Industries, Inc. Cl. B*              1,000        26,750 
Lear Seating Corp.*                          3,000        88,125 
Littelfuse, Inc.*                            1,000        32,500 
Masland Corp.                                7,000       104,125 
Tower Automotive, Inc.*                      3,000        41,250 
Wescast Industries, Inc. Cl. A               6,000        66,000 
                                                        --------- 
                                                         486,375 
                                                        --------- 
Building 8.5% 
American Buildings Co.*                      2,500        59,062 
Cameron Ashley, Inc.*                        6,000        57,000 
Centex Construction Products, Inc.*          6,500        85,313 
Falcon Building Products, Inc.*              5,000        43,750 
Miles Homes, Inc.*                          20,000        27,500 
Nortek, Inc.*                               16,000       140,000 
Simpson Manufacturing, Inc.*                 4,000        48,500 
Stimsonite Corp.*                            5,000        60,000 
                                                        --------- 
                                                         521,125 
                                                        --------- 
Hotel & Restaurant 2.3% 
Hollywood Casino Cl. A*                     10,000        70,000 
Primadonna Resorts, Inc.*                    4,500        68,625 
                                                        --------- 
                                                         138,625 
                                                        --------- 
Recreation 3.8% 
Lewis Galoob Toys, Inc. Cv. Pfd.*            5,000        91,875 
Granite Broadcasting Co.*                    7,000        76,125 
HMG Worldwide Corp.*                        27,000        64,125 
                                                        --------- 
                                                         232,125 
                                                        --------- 
Retail Trade 8.5% 
Bombay Company, Inc.*                        5,000        40,625 
Cole National Corp. Cl. A*                   5,000        60,625 
Eastbay, Inc.*                               4,500        88,875 
Finlay Enterprises, Inc.*                    3,000        51,750 
Home Shopping Network, Inc.*                 3,000        27,750 
Rhodes, Inc.*                               10,000       115,000 
TBC Corp.*                                   8,000        77,000 
Valuevision International, Inc.*            10,000        58,750 
                                                        --------- 
                                                         520,375 
                                                        --------- 
Total Consumer Cyclical                                2,083,125 
                                                        --------- 

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

                                      3 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

                                                         Value 
                                            Shares     (Note 1) 
- -----------------------------------------     -----   ----------- 
Consumer Staple 11.7% 
Business Service 5.3% 
Computer Learning Centers, Inc.*             4,000    $   44,000 
Ideon Group, Inc.                            5,000        51,250 
Protection One, Inc.*                       16,000       146,000 
Staffing Resources, Inc.                     6,500        81,250 
                                                        --------- 
                                                         322,500 
                                                        --------- 
Container 3.8% 
Continental Can Company, Inc.*               4,000        78,500 
Lufkin Industries, Inc.                      3,000        70,500 
U.S. Can Corp.*                              6,500        86,937 
                                                        --------- 
                                                         235,937 
                                                        --------- 
Drug 0.8% 
Martek Biosciences Corp.*                    3,000        48,750 
                                                        --------- 
Printing & Publishing 1.8% 
Katz Media Group, Inc.*                      5,500       112,063 
                                                        --------- 
Total Consumer Staple                                    719,250 
                                                        --------- 
Energy 5.2% 
Oil 4.3% 
Crystal Oil Corp.*                           3,700       110,075 
Gerrity Oil & Gas Corp. Cv. Pfd.            10,000       106,250 
Optima Petroleum Corp.*                     17,100        49,162 
                                                        --------- 
                                                         265,487 
                                                        --------- 
Oil Service 0.9% 
Global Marine, Inc.*                         8,000        57,000 
                                                        --------- 
Total Energy                                             322,487 
                                                        --------- 
Finance 2.7% 
Bank 0.8% 
Springfield Institution For Savings Bank*    3,000        46,125 
                                                        --------- 
Financial Service 1.9% 
Hawthorne Financial Corp.*                  20,000        73,750 
Midland Financial Group, Inc.                4,000        44,000 
                                                        --------- 
                                                         117,750 
                                                        --------- 
Total Finance                                            163,875 
                                                        --------- 
Science & Technology 7.2% 
Aerospace 1.1% 
BE Aerospace, Inc.*                          8,000        67,000 
                                                        --------- 
Computer Software & Service 3.0% 
Computational Systems, Inc.*                 3,900        63,375 
Computervision Corp.*                       10,000       121,250 
                                                        --------- 
                                                         184,625 
                                                        --------- 
Electronic Components 3.1% 
MEMC Electronic Materials, Inc.*             4,500    $  122,062 
Thermospectra Corp.*                         4,000        67,000 
                                                        --------- 
                                                         189,062 
                                                        --------- 
Total Science & Technology                               440,687 
                                                        --------- 
Utility 1.2% 
Natural Gas 1.2% 
TransTexas Gas Corp.*                        4,000        72,500 
                                                        --------- 
Total Utility                                             72,500 
                                                        --------- 
Total Common Stocks (Cost $5,568,938)                  6,105,343 
                                                        --------- 
</TABLE>

<TABLE>
<CAPTION>
                                Principal    Maturity 
                                   Amount      Date 
- ------------------------------     -------    --------   ---------- 
<S>                                <C>        <C>        <C>
Short-Term Obligations 1.7% 
Household Finance Corp., 5.65%     $104,000   10/2/1995     104,000 
                                                           -------- 
Total Short-Term Obligations (Cost $104,000)                104,000 
                                                           -------- 
Total Investments (Cost $5,672,938)--101.3%               6,209,343 
Cash and Other Assets, Less Liabilities--(1.3)%             (78,070) 
                                                           -------- 
Net Assets--100.0%                                       $6,131,273 
                                                           ======== 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                     <C>
Federal Income Tax Information: 

At September 30, 1995, the net unrealized 
  appreciation of investments based on cost for 
  Federal income tax purposes of $5,672,938 was as 
  follows: 
Aggregate gross unrealized appreciation for all 
  investments in which there is an excess of value 
  over tax cost                                         $ 777,614 
Aggregate gross unrealized depreciation for all 
  investments in which there is an excess of 
  tax cost over value                                    (241,209) 
                                                          -------- 
                                                        $ 536,405 
                                                          ======== 
</TABLE>

* Nonincome-producing securities 

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

                                      4 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

STATEMENT OF ASSETS AND LIABILITIES 
September 30, 1995 

<TABLE>
<CAPTION>
<S>                                                           <C>
Assets 
Investments, at value (Cost $5,672,938) (Note 1)              $6,209,343 
Cash                                                              19,606 
Receivable for securities sold                                    29,479 
Receivable from Distributor (Note 3)                               2,177 
Dividends and interest receivable                                    531 
Deferred organization costs and other assets (Note 1)             69,733 
                                                                --------- 
                                                               6,330,869 
Liabilities 
Payable for securities purchased                                 136,125 
Accrued trustees' fees (Note 2)                                    9,128 
Accrued management fee (Note 2)                                    4,269 
Accrued distribution fee (Note 5)                                  1,375 
Accrued transfer agent and shareholder services (Note 2)             730 
Other accrued expenses                                            47,969 
                                                                --------- 
                                                                 199,596 
                                                                --------- 
Net Assets                                                    $6,131,273 
                                                                ========= 
Net Assets consist of: 
 Undistributed net investment income                          $   36,497 
 Unrealized appreciation of investments                          536,405 
 Accumulated net realized gain                                   275,486 
 Shares of beneficial interest (Note 6)                        5,282,885 
                                                                --------- 
                                                              $6,131,273 
                                                                ========= 
Net Asset Value and redemption price per share of Class A 
  shares ($5,781,809 / 519,451 shares of beneficial 
  interest)                                                       $11.13 
                                                                ========= 
Maximum Offering Price per share of Class A shares 
  ($11.13 / .955)                                                 $11.65 
                                                                ========= 
Net Asset Value and offering price per share of 
  Class B shares ($116,240 / 10,493 shares of beneficial 
  interest)*                                                      $11.08 
                                                                ========= 
Net Asset Value, offering price and redemption price per 
  share of Class C shares ($116,984 / 10,493 shares of 
  beneficial interest)                                            $11.15 
                                                                ========= 
Net Asset Value and offering price per share of 
  Class D shares ($116,240 / 10,493 shares of 
  beneficial interest)*                                           $11.08 
                                                                ========= 
</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 period February 13, 1995 
(commencement of operations) to September 30, 1995 

<TABLE>
<CAPTION>
<S>                                                     <C>
Investment Income 
Interest                                                $ 78,168 
Dividends, net of foreign taxes of $36                    10,878 
                                                          ------- 
                                                          89,046 
Expenses 
Custodian fee                                             44,957 
Management fee (Note 2)                                   30,298 
Amortization of organization costs (Note 1)                9,230 
Trustees' fees (Note 2)                                    9,128 
Reports to shareholders                                    8,800 
Audit fee                                                  8,139 
Legal fees                                                 5,584 
Registration fees                                          4,649 
Transfer agent and shareholder services (Note 2)             730 
Distribution fee--Class A (Note 5)                         8,392 
Distribution fee--Class B (Note 5)                           692 
Distribution fee--Class D (Note 5)                           692 
Miscellaneous                                              1,280 
                                                          ------- 
                                                         132,571 
Expenses borne by the Distributor (Note 3)               (80,022) 
                                                          ------- 
                                                          52,549 
                                                          ------- 
Net investment income                                     36,497 
                                                          ------- 

Realized and Unrealized Gain on Investments 
Net realized gain on investments (Notes 1 and 3)         275,486 
Net unrealized appreciation of investments               536,405 
                                                          ------- 
Net gain on investments                                  811,891 
                                                          ------- 
Net increase in net assets resulting from operations    $848,388 
                                                          ======= 
</TABLE>

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

                                      5 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

STATEMENT OF CHANGES IN NET ASSETS 
For the period February 13, 1995 
(commencement of operations) to September 30, 1995 

<TABLE>
<CAPTION>
<S>                                                       <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment income                                     $   36,497 
Net realized gain on investments*                            275,486 
Net unrealized appreciation of investments                   536,405 
                                                            --------- 
Net increase resulting from operations                       848,388 
                                                            --------- 
Net increase from fund share transactions (Note 6)         5,282,885 
                                                            --------- 
Total increase in net assets                               6,131,273 

Net Assets 
Beginning of period                                           -- 
                                                            --------- 
End of period (including undistributed net investment 
  income of $36,497)                                      $6,131,273 
                                                            ========= 
*Net realized gain for Federal income tax purposes 
  (Note 1)                                                $  275,486 
                                                            ========= 
</TABLE>
The accompanying notes are an integral part of the financial statements.

NOTES TO FINANCIAL STATEMENTS 
September 30, 1995 

Note 1 

State Street Research Small Capitalization Value Fund (the "Fund"), is a 
series of State Street Research Capital Trust (the "Trust"), formerly State 
Street Capital Trust, which is a Massachusetts business trust registered 
under the Investment Company Act of 1940, as amended, as a diversified, 
open-end management investment company. The Trust was organized in November, 
1988 as a successor to State Street Capital Fund, Inc., a Massachusetts 
corporation. The Trust consists presently of three separate funds: State 
Street Research Small Capitalization Value Fund, State Street Research Small 
Capitalization Growth Fund and State Street Research Capital Fund. 

The Fund is authorized to issue four classes of shares. At the present time, 
only Class A shares are generally available for purchase. Class B, Class C 
and Class D shares are not being offered at this time. Class A shares are 
subject to an initial sales charge of up to 4.50% and pay an annual 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. 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. Investment 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 certain 
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 identified cost of 
securities delivered for both financial reporting and Federal income tax 
purposes. 

                                      6 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

NOTES (cont'd) 

B. Federal Income Taxes 

No provision for Federal income taxes is necessary since the Fund intends 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, 
if any, within the prescribed time periods. 

C. Dividends 

Dividends from net investment income, if any, are declared and paid or 
reinvested annually. Net realized capital gains, if any, are distributed 
annually, unless additional distributions are required for compliance with 
applicable tax regulations. 

Income dividends and capital gain distributions are determined in accordance 
with Federal income tax regulations which may differ from generally accepted 
accounting principles. 

D. Deferred Organization Costs 

Certain costs incurred in the organization and registration of the Fund were 
capitalized and are being amortized under the straight- line method over a 
period of five years. 

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 an agreement under which the Adviser 
earns monthly fees at an annual rate of 0.85% 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 $9,128 during the period February 13, 1995 (commencement 
of operations) to September 30, 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 period February 13, 1995 (commencement of 
operations) to September 30, 1995, the amount of such expenses was $118. 

Note 3 

The Distributor and its affiliates may from time to time and in varying 
amounts voluntarily assume some portion of fees or expenses relating to the 
Fund. During the period February 13, 1995 (commencement of operations) to 
September 30, 1995, the amount of such expenses assumed by the Distributor 
and its affiliates was $80,022. 

Note 4 

For the period February 13, 1995 (commencement of operations) to September 
30, 1995, exclusive of short-term investments and U.S. Government 
obligations, purchases and sales of securities aggregated $6,865,944 and 
$1,572,492, respectively. 

Note 5 

The Trust has adopted a Plan of Distribution Pursuant to Rule 12b-1 (the 
"Plan") under the Investment Company Act of 1940. 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 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 period February 13, 1995 (commencement of 
operations) to September 30, 1995, fees pursuant to such plan amounted to 
$8,392, $692 and $692 for Class A, Class B and Class D, respectively. 

Note 6 

The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. At September 30, 1995, 
Metropolitan owned one share of each of Class A, Class B, Class C and Class D 
shares and the Adviser owed 492,146 Class A shares and 10,471 of each of 
Class B, Class C and Class D shares of the Fund. 

Share transactions were as follows: 

<TABLE>
<CAPTION>
                    February 13, 1995 
                    (Commencement of 
                       Operations) 
                  to September 30, 1995 
                  --------------------- 
Class A           Shares      Amount 
- --------------     ------   ----------- 
<S>              <C>        <C>
Shares sold      519,451    $4,982,255 
                    ----      --------- 
Net increase     519,451    $4,982,255 
                    ====      ========= 
Class B            Shares    Amount 
- --------------      ----      --------- 
Shares sold       10,493    $  100,210 
                    ----      --------- 
Net increase      10,493    $  100,210 
                    ====      ========= 
Class C            Shares    Amount 
- --------------      ----      --------- 
Shares sold       10,493    $  100,210 
                    ----      --------- 
Net increase      10,493    $  100,210 
                    ====      ========= 
Class D            Shares    Amount 
- --------------      ----      --------- 
Shares sold       10,493    $  100,210 
                    ----      --------- 
Net increase      10,493    $  100,210 
                    ====      ========= 
</TABLE>

                                      7 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

FINANCIAL HIGHLIGHTS 

For a share outstanding from February 13, 1995 (commencement of operations) 
to September 30, 1995 

<TABLE>
<CAPTION>
                                                                  Class A       Class B       Class C        Class D 
                                                                  ----------    ----------   ----------   ------------ 
<S>                                                                 <C>             <C>           <C>            <C>
Net asset value, beginning of period                                $9.55           $9.55         $9.55           $9.55 
Net investment income*                                                .07             .02           .09             .02 
Net unrealized gain on investments                                   1.51            1.51          1.51            1.51 
                                                                   --------      --------      --------      ---------- 
Net asset value, end of period                                     $11.13          $11.08        $11.15          $11.08 
                                                                   ========      ========      ========      ========== 
Total return+                                                       16.54%          16.02%        16.75%          16.02% 
Net assets at end of period (000s)                                 $5,782            $116          $117            $116 
Ratio of operating expenses to average net assets*                   1.45%++         2.20%++       1.20%++         2.20%++ 
Ratio of net investment income to average net assets*                1.05%++         0.32%++       1.32%++         0.32%++ 
Portfolio turnover rate                                             47.34%          47.34%        47.34%          47.34% 
*Reflects voluntary assumption of fees or expenses per share 
  in each period. (Note 3).                                          $.15            $.15          $.15            $.15 
</TABLE>

++Annualized 
 +Represents aggregate return for the period without annualization and does 
  not reflect any front-end or contingent deferred sales charges. Total 
  return would be lower if the Distributor and its affiliates had not 
  voluntarily assumed a portion of the Fund's expenses. 

                                      8 
<PAGE>
 
REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Capital Trust and Shareholders of 
State Street Research Small Capitalization Value Fund 

We have audited the accompanying statement of assets and liabilities of State 
Street Research Small Capitalization Value Fund, including the schedule of 
portfolio investments, as of September 30, 1995, and the related statements 
of operations and changes in net assets and the financial highlights for the 
period February 13, 1995 (commencement of operations) to September 30, 1995. 
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 audit. 

We conducted our audit 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 September 30, 1995, by correspondence with the 
custodian and brokers. An audit also includes assessing the accounting 
principles used and significant esti mates made by management, as well as 
evaluating the overall financial statement presentation. We believe that our 
audit provides 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 Small Capitalization Value Fund as of September 30, 
1995, the results of its operations and changes in its net assets and the 
financial highlights for the period February 13, 1995 (commencement of 
operations) to September 30, 1995, in conformity with generally accepted 
accounting principles. 

                                                      Coopers & Lybrand L.L.P. 
                                                      Boston, Massachusetts 
                                                      November 3, 1995 

                                      9 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of the State Street Research Small 
Capitalization Value Fund ("Fund"), along with shareholders of other series 
of State Street Research Capital Trust ("Meeting"), was held on August 25, 
1995, as continued on September 22, 1995. The results of the Meeting are set 
forth below. 

<TABLE>
<CAPTION>
                                                      Votes (millions) 
                                                    --------------------- 
                                                    For       Withheld 
                                                     ---   -------------- 
<S>                                                <C>           <C>
1. The following persons were elected as 
   Trustees: 

   Edward M. Lamont                                15.3          1 
   Robert A. Lawrence                              15.3          1 
   Dean O. Morton                                  15.4          1 
   Thomas L. Phillips                              15.3          1 
   Toby Rosenblatt                                 15.4          1 
   Michael S. Scott Morton                         15.3          1 
   Ralph F. Verni                                  15.4          1 
   Jeptha H. Wade                                  15.3          1 
</TABLE>

<TABLE>
<CAPTION>
                                                                                                          Votes (millions)
                                                                                                    ------------------------- 
                                                                                                     For   Against    Abstain 
                                                                                                     ---    ------   -------- 
<S>                                                                                                  <C>    <C>       <C>
2. The Master Trust Agreement was amended to eliminate the need for a vote by shareholders of the 
   acquiring fund to approve a merger or consolidation, or acquisition of assets.                    12.8   1.6       1.9 

3. The selection of Coopers & Lybrand L.L.P. as the Trust's independent accountants was ratified.    15.0   0.1       1.2 
</TABLE>

                                      10 
<PAGE>
 
STATE STREET RESEARCH SMALL CAPITALIZATION VALUE FUND 

FUND INFORMATION, OFFICERS AND TRUSTEES OF
STATE STREET RESEARCH CAPITAL TRUST 

Fund Information 

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 

Charles S. Glovsky 
Vice President 

Rudolph K. Kluiber 
Vice President 

Frederick R. Kobrick 
Vice President 

Thomas P. Moore, Jr. 
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 

                                      11 


<PAGE>
[back cover]

State Street Research Small Capitalization Value Fund
One Financial Center
Boston, MA 02111

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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

[State Street Research logo]

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: 2793-951124(1296)SSR-LD Cover Illustration by Dorothy
Cullinan SCV-339E-1195


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