STATE STREET RESEARCH EXCHANGE TRUST
N-30D, 1996-09-05
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[COVER PAGE]

[LOGO] STATE STREET RESEARCH

       STATE STREET RESEARCH
       EXCHANGE FUND

SEMIANNUAL REPORT                [ILLUSTRATION]
June 30, 1996                    MAN CLIMBING AND LOOKING AT STARS




                                 WHAT'S INSIDE

                                 Investment Update
                                 The Fund, economy
                                 and markets

                                 Fund Information
                                 Facts and figures

                                 Plus, Complete Portfolio Holdings
                                 and Financial Statements
     [DALBAR LOGO]
    For Excellence
          in
 Shareholder Service

<PAGE>

STATE STREET RESEARCH EXCHANGE FUND 
______________________________________________________________________________
INVESTMENT UPDATE
______________________________________________________________________________

INVESTMENT ENVIRONMENT

The Economy 
(bullet) The economy was stronger than expected in the first half of the 
         year. This made it less likely that the Federal Reserve would cut 
         interest rates further, jolted the bond market and pushed rates 
         significantly higher. 

(bullet) Despite stronger economic growth, inflation remained quite low. 
         Energy and food prices jumped higher but, for the most part, 
         consumer prices were well contained. 

(bullet) Consumer confidence improved, perhaps the result of falling 
         unemployment and rising average hourly wages. 

The Markets 
(bullet) Stocks performed well through the first six months of 1996, 
         rebounding from several market corrections. The Standard & Poor's 
         500 Index provided a total return of +10.09% for the six months 
         ended June 30, 1996.(1) 

(bullet) Bond performance was mixed over the six-months ended June 30, 1996. 
         High-yield bonds performed well in the strengthening economy, while 
         high-quality bonds remained relatively flat. 

The Fund 

Over the past six months 
(bullet) For the six months ended June 30, 1996, shares of Exchange Fund 
         provided a total return of +12.60%. The average total return for the 
         527 funds in Lipper Analytical Services' Growth and Income Funds 
         category was +9.24% for the same period. 

(bullet) Our chemical holdings performed extremely well this year. This was 
         due mainly to the significant appreciation of Ciba-Geigy's stock 
         price, attributable to their merger with a large Swiss drug company, 
         which is a positive for the long term. 

(bullet) The oil portion of the portfolio did not perform as well for the six 
         month period. This was largely due to the erratic first quarter 
         experienced by oil stocks. We sold our position in Union Pacific 
         Resources to downplay our energy exposure. 

Current Strategy 
(bullet) We are reemphasizing our objective to provide reasonable current 
         income to our shareholders. While not our only consideration, we 
         sold our positions in Toys R Us and Office Depot--two companies 
         which pay no dividends. 

(bullet) We bought positions in two companies, both of which have good future 
         dividend potential--General Motors and Lucent Technologies. 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks and is a commonly used measure of U.S. stock market 
performance. The index is unmanaged. Direct investment in the index is not 
possible; results are for illustrative purposes only. 

(2)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. 

Please note that the discussion throughout 
this shareholder report is dated as 
indicated and, because of possible changes 
in viewpoint, data, and transactions, should 
not be relied upon as being current 
thereafter. 

______________________________________________________________________________
FUND INFORMATION (all data are for periods ended June 30, 1996) 
______________________________________________________________________________


SEC Average Annual Compound Rates of Return 
____________________________________________
<TABLE>
<CAPTION>
   Life of Fund 
 (since 12/17/76)     10 Years       5 Years       1 Year 
- -----------------   ------------  -----------    ----------- 
<S>                    <C>           <C>           <C>
     +13.49%           +13.18%       +14.99%       +27.21% 
</TABLE>

Cumulative Total Returns 
____________________________________________
<TABLE>
<CAPTION>
   Life of Fund 
 (since 12/17/76)     10 Years       5 Years        1 Year 
- -----------------   ------------  ------------    ----------- 
<S>                   <C>            <C>            <C>
    +1,087.33%        +244.89%       +101.02%       +27.21% 
</TABLE>

Top 10 Holdings 
(by percentage of net assets) 

1  Johnson & Johnson Health-care products company                        5.3% 

2  Raytheon Aerospace/defense firm                                       4.8% 

3  Coca-Cola Beverage giant                                              4.1% 

4  Hewlett-Packard Electronic equipment company                          3.1% 

5  Philip Morris Tobacco company                                         3.0% 

6  Mobil Oil company                                                     3.0% 

7  Merck Pharmaceuticals company                                         3.0% 

8  Exxon Oil company                                                     2.9% 

9  Gillette Personal care company                                        2.9% 

10 Walt Disney Entertainment giant                                       2.8% 

These securities represent an aggregate of 34.9% of net assets. Because of 
active management, there is no guarantee that the Fund currently invests, or 
will continue to invest, in the securities or industries listed in this table 
or in the text above. 

Top 5 Industry Positions 
(by percentage of net assets) 

Food and beverage                                                         8.5% 
Chemical                                                                  8.4% 
Oil                                                                       7.9% 
Drugs                                                                     7.7% 
Aerospace                                                                 7.0% 
Total:39.5% 

<PAGE> 
STATE STREET RESEARCH EXCHANGE FUND 
______________________________________________________________________________
INVESTMENT PORTFOLIO 
______________________________________________________________________________
June 30, 1996 (Unaudited) 

<TABLE>
<CAPTION>
                                                        Value 
                                          Shares      (Note 1) 
 --------------------------------------   -------   ------------- 
<S>                                       <C>        <C>
Common Stocks 99.0% 
Basic Industries 16.2% 
Chemical 8.4% 
Ciba-Geigy AG ADR                          86,900    $ 5,289,603 
Dow Chemical Co.                           60,000      4,560,000 
E.I. du Pont de Nemours and Co.            68,500      5,420,063 
Monsanto Co.                              193,500      6,288,750 
                                                     ------------ 
                                                      21,558,416 
                                                     ------------ 
Electrical Equipment 2.9% 
General Electric Co.                       53,240      4,605,260 
General Signal Corp.                       70,372      2,665,339 
                                                     ------------ 
                                                       7,270,599 
                                                     ------------ 
Forest Product 0.7% 
Georgia-Pacific Corp.                      26,251      1,863,821 
                                                     ------------ 
Machinery 3.2% 
Caterpillar, Inc.                          58,400      3,956,600 
Millipore Corp.                            99,400      4,162,375 
                                                     ------------ 
                                                       8,118,975 
                                                     ------------ 
Metal & Mining 1.0% 
Nucor Corp.                                51,600      2,612,250 
                                                     ------------ 
Total Basic Industries                                41,424,061 
                                                     ------------ 
Consumer Cyclical 8.1% 
Automotive 1.0% 
General Motors Corp.                       50,000      2,618,750 
                                                     ------------ 
Recreation 4.0% 
Walt Disney Co.                           112,283      7,059,794 
Tele-Communications, Inc. Cl. A*          127,597      2,312,695 
Tele-Communications, Inc. Liberty 
  Media Group Cl. A*                       31,899        845,324 
                                                     ------------ 
                                                      10,217,813 
                                                     ------------ 
Retail Trade 3.1% 
Dayton Hudson Corp.                        50,184      5,175,225 
Wal-Mart Stores, Inc.                     111,600      2,831,850 
                                                     ------------ 
                                                       8,007,075 
                                                     ------------ 
Total Consumer Cyclical                               20,843,638 
                                                     ------------ 
Consumer Staple 30.2% 
Drug 7.7% 
American Home Products Corp.              103,472      6,221,254 
Merck & Co., Inc.                         117,259      7,577,863 
Pfizer, Inc.                               83,800      5,981,225 
                                                     ------------ 
                                                      19,780,342 
                                                     ------------ 
Food & Beverage 8.5% 
Anheuser-Busch, Inc.                       56,300    $ 4,222,500 
Campbell Soup Co.                          48,800      3,440,400 
Coca-Cola Co.                             212,251     10,373,768 
General Mills, Inc.                        69,200      3,771,400 
                                                     ------------ 
                                                      21,808,068 
                                                     ------------ 
Hospital Supply 5.9% 
Columbia/HCA Healthcare Corp.*             29,700      1,585,237 
Johnson & Johnson                         272,992     13,513,104 
                                                     ------------ 
                                                      15,098,341 
                                                     ------------ 
Personal Care 5.1% 
Gillette Co.                              118,200      7,372,725 
Procter & Gamble Co.                       61,600      5,582,500 
                                                     ------------ 
                                                      12,955,225 
                                                     ------------ 
Tobacco 3.0% 
Philip Morris Companies, Inc.              74,100      7,706,400 
                                                     ------------ 
Total Consumer Staple                                 77,348,376 
                                                     ------------ 
Energy 10.4% 
Oil 7.9% 
Amoco Corp.                                71,032      5,140,941 
Exxon Corp.                                85,068      7,390,283 
Mobil Corp.                                68,400      7,669,350 
                                                     ------------ 
                                                      20,200,574 
                                                     ------------ 
Oil Service 2.5% 
Halliburton Co.                            35,012      1,943,166 
Schlumberger Ltd.                          54,619      4,601,650 
                                                     ------------ 
                                                       6,544,816 
                                                     ------------ 
Total Energy                                          26,745,390 
                                                     ------------ 
Finance 10.0% 
Bank 3.6% 
Banc One Corp.                             55,902      1,900,668 
BankAmerica Corp.                          68,400      5,181,300 
Chase Manhattan Corp.*                     30,576      2,159,430 
                                                     ------------ 
                                                       9,241,398 
                                                     ------------ 
Financial Service 3.9% 
American Express Co.                      141,591      6,318,498 
Federal National Mortgage Association     110,400      3,698,400 
                                                     ------------ 
                                                      10,016,898 
                                                     ------------ 
Insurance 2.5% 
General Re Corp.                           40,941      6,233,267 
                                                     ------------ 
Total Finance                                         25,491,563 
                                                     ------------ 
</TABLE>

The accompanying notes are an integral part of the financial statements. 
                                      2 
<PAGE> 
STATE STREET RESEARCH EXCHANGE FUND 
_____________________________________________________________________________
INVESTMENT PORTFOLIO (cont'd) 
_____________________________________________________________________________

<TABLE>
<CAPTION>
                                                        Value 
                                          Shares      (Note 1) 
 --------------------------------------   -------   ------------- 
<S>                                       <C>       <C>
Science & Technology 22.0% 
Aerospace 7.0% 
Boeing Co.                                 65,900   $  5,741,538 
Raytheon Co.                              235,400     12,152,525 
                                                     ------------ 
                                                      17,894,063 
                                                     ------------ 
Computer Software & Service 3.4% 
First Data Corp.                           32,669      2,601,269 
Microsoft Corp.*                           49,750      5,976,218 
                                                     ------------ 
                                                       8,577,487 
                                                     ------------ 
Electronic Components 1.5% 
AMP, Inc.                                  96,000      3,852,000 
                                                     ------------ 
Electronic Equipment 4.7% 
L.M. Ericsson Telephone Co. Cl. B ADR*    152,460      3,277,890 
Lucent Technologies, Inc.*                 74,300      2,814,113 
Motorola, Inc.                             50,600      3,181,475 
Perkin-Elmer Corp.                         58,000      2,798,500 
                                                     ------------ 
                                                      12,071,978 
                                                     ------------ 
Office Equipment 5.4% 
Hewlett-Packard Co.                        80,000      7,970,000 
International Business Machines Corp.      59,800      5,920,200 
                                                     ------------ 
                                                      13,890,200 
                                                     ------------ 
Total Science & Technology                            56,285,728 
                                                     ------------ 
Utility 2.1% 
Telephone 2.1% 
AT&T Corp.                                 30,000      1,860,000 
AirTouch Communications, Inc.*            123,800      3,497,350 
                                                     ------------ 
                                                       5,357,350 
                                                     ------------ 
Total Utility                                          5,357,350 
                                                     ------------ 
Total Common Stocks (Cost $95,648,298)               253,496,106 
                                                     ------------ 
</TABLE>

<TABLE>
<CAPTION>
 ------------------------------------------------------------------------
                                Principal    Maturity 
                                  Amount       Date 
 ------------------------------------------------------------------------
<S>                             <C>          <C>         <C>
Commercial Paper 1.2% 
American Express Credit 
  Corp., 5.37%                  $3,050,000   7/1/1996       3,050,000 
                                                          -------------- 
Total Commercial Paper (Cost $3,050,000)                    3,050,000 
                                                          -------------- 
Total Investments (Cost $98,698,298)--100.2%              256,546,106 
Cash and Other Assets, Less Liabilities--(0.2)%              (523,859) 
                                                          -------------- 
Net Assets--100.0%                                       $256,022,247 
                                                          ============== 
</TABLE>

<TABLE>
<CAPTION>
<S>                                            <C>
 ------------------------------------------------------------------------
Federal Income Tax Information: 
At June 30, 1996, the net unrealized 
  appreciation of investments based on cost 
  for Federal income tax purposes of 
  $85,662,539 was as follows: 
Aggregate gross unrealized appreciation for 
  all investments in which there is an 
  excess of value over tax cost                $171,034,767 
Aggregate gross unrealized depreciation for 
  all investments in which there is an 
  excess of tax cost over value                    (151,200) 
                                                ------------ 
                                               $170,883,567 
                                                ============ 

</TABLE>

* Nonincome-producing securities 
  ADR stands for American Depositary Receipt, representing ownership of 
  foreign securities. 

The accompanying notes are an integral part of the financial statements. 
                                      3 
<PAGE> 
STATE STREET RESEARCH EXCHANGE FUND 
______________________________________________________________________________
STATEMENT OF ASSETS AND LIABILITIES 
______________________________________________________________________________
June 30, 1996 (Unaudited) 
<TABLE>
<CAPTION>
<S>                                                        <C>
Assets 
Investments, at value (Cost $98,698,298) (Note 1)          $256,546,106 
Cash                                                             40,088 
Dividends and interest receivable                               270,063 
Other assets                                                     21,312 
                                                             ----------- 
                                                            256,877,569 
Liabilities 
Dividend payable                                                487,737 
Accrued management fee (Note 2)                                 314,425 
Payable for fund shares redeemed                                  9,519 
Accrued trustees' fees (Note 2)                                   8,166 
Accrued transfer agent and shareholder services (Note 2)          2,564 
Other accrued expenses                                           32,911 
                                                             ----------- 
                                                                855,322 
                                                             ----------- 
Net Assets                                                 $256,022,247 
                                                             =========== 
Net Assets consist of: 
 Undistributed net investment income                       $    557,448 
 Unrealized appreciation of investments                     157,847,808 
 Accumulated net realized gain                               10,079,777 
 Shares of beneficial interest                               87,537,214 
                                                             ----------- 
                                                           $256,022,247 
                                                             =========== 
Net Asset Value per share 
  ($256,022,247 / 860,676 shares of beneficial 
  interest)                                                     $297.47 
                                                             =========== 
</TABLE>

______________________________________________________________________________
STATEMENT OF OPERATIONS 
______________________________________________________________________________
For the six months ended June 30, 1996 (Unaudited) 
<TABLE>
<CAPTION>
<S>                                                         <C>
Investment Income 
Dividends, net of foreign taxes of $19,559                  $ 2,287,964 
Interest                                                         94,359 
                                                               --------- 
                                                              2,382,323 
Expenses 
Management fee (Note 2)                                         617,631 
Custodian fee                                                    25,408 
Trustees' fees (Note 2)                                          17,905 
Audit fee                                                        11,792 
Transfer agent and shareholder services (Note 2)                  9,052 
Reports to shareholders                                           6,215 
Legal fees                                                        3,424 
Miscellaneous                                                    12,394 
                                                               --------- 
                                                                703,821 
                                                               --------- 
Net investment income                                         1,678,502 
                                                               --------- 
Realized and Unrealized Gain on Investments 
Net realized gain on investments (Notes 1 and 3)             10,079,777 
Net unrealized appreciation of investments                   17,279,838 
                                                               --------- 
Net gain on investments                                      27,359,615 
                                                               --------- 
Net increase in net assets resulting from operations        $29,038,117 
                                                               ========= 
</TABLE>

The accompanying notes are an integral part of the financial statements. 
                                      4 
<PAGE> 


STATE STREET RESEARCH EXCHANGE FUND 
 ------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS 
 ------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                     Six months ended 
                                      June 30, 1996          Year ended 
                                       (Unaudited)        December 31, 1995 
- ---------------------------------   ----------------    -------------------- 
<S>                                    <C>                  <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment income                  $  1,678,502         $  3,205,778 
                                       --------------     ------------------ 
Net realized gain on investments*        10,079,777           26,724,341 
Provision for federal income tax                 --           (4,069,573) 
                                       --------------     ------------------ 
                                         10,079,777           22,654,768 
                                       --------------     ------------------ 
Net unrealized appreciation of 
  investments                            17,279,838           33,669,225 
                                       --------------     ------------------ 
Net increase resulting from 
  operations                             29,038,117           59,529,771 
                                       --------------     ------------------ 
Dividends from net investment 
  income                                 (1,207,037)          (3,378,495) 
                                       --------------     ------------------ 
Distribution from net realized 
  gains                                          --             (236,946) 
                                       --------------     ------------------ 
Share transactions: 
Net asset value of shares issued 
  in payment of: 
 Distribution from net 
   realized gains                                --               80,260 
 Dividends from net 
   investment income                        112,986              847,325 
Cost of shares repurchased               (5,343,921)         (18,569,970) 
                                       --------------     ------------------ 
Net decrease from fund share 
  transactions                           (5,230,935)         (17,642,385) 
                                       --------------     ------------------ 
Total increase in net assets             22,600,145           38,271,945 
Net Assets 
Beginning of period                     233,422,102          195,150,157 
                                       --------------     ------------------ 
End of period (including 
  undistributed net investment 
  income of $557,448 and $85,983, 
  respectively)                        $256,022,247         $233,422,102 
                                       ==============     ================== 
Number of shares: 
Issued upon reinvestment of: 
 Distribution from net 
   realized gains                                --                  302 
 Dividends from net 
   investment income                            380                3,354 
Repurchased                                 (19,066)             (80,284) 
                                       --------------     ------------------ 
Net decrease in fund shares                 (18,686)             (76,628) 
                                       --------------     ------------------ 
* Net realized gain for Federal 
  income tax purposes 
  (Note 1)                             $  5,596,413         $ 11,864,297 
                                       ==============     ================== 
</TABLE>

- ------------------------------------------------------------------------
NOTES TO UNAUDITED FINANCIAL STATEMENTS 
- ------------------------------------------------------------------------
June 30, 1996 

Note 1 
State Street Research Exchange Fund (the "Fund"), is a series of State Street 
Research Exchange Trust (the "Trust"), which is a Massachusetts business 
trust registered under the Investment Company Act of 1940, as amended, as an 
open-end management investment company. The Trust was organized in February, 
1989 as a successor to State Street Exchange Fund, Inc., a Massachusetts 
corporation. The Fund is presently the only series of the Trust. 

The investment objective of the Fund is to provide long-term growth of 
capital and, secondarily, long-term growth of income. In seeking to achieve 
its investment objective, the Fund invests primarily in common stocks, or 
securities convertible into common stocks, that have long-term growth 
potential. 

The following significant policies are consistently followed by the Fund in 
preparing its financial statements, and such policies are in conformity with 
generally accepted accounting principles for investment companies. 

A. Investments in Securities 
Values for listed securities represent the last sale on national securities 
exchanges quoted prior to the close of the New York Stock Exchange. 
Over-the-counter securities quoted on the National Association of Securities 
Dealers Automated Quotation ("NASDAQ") system are valued at the closing price 
supplied through such system. In the absence of recorded sales and for those 
over-the-counter securities not quoted on the NASDAQ system, valuations are 
at the mean of the closing bid and asked quotations, except for securities 
that may be restricted as to public resale, which are valued in accordance 
with methods adopted by the Trustees. Security transactions are accounted for 
on the trade date (date the order to buy or sell is executed), and dividends 
declared but not received are accrued on the ex-dividend date. Interest 
income is determined on the accrual basis. Realized gains and losses from 
security transactions are reported on the basis of average cost of securities 
delivered. 

B. Federal Income Taxes 
No provision for Federal income taxes is necessary with respect to net 
investment income since the Fund has elected to qualify under Subchapter M of 
the Internal Revenue Code and its policy is to distribute substantially all 
of such income. It is also the intention of the Fund to distribute an amount 
sufficient to avoid imposition of any Federal Excise Tax under Section 4982 
of the Internal Revenue Code. The Fund retains and designates as 
undistributed gains all of its taxable net long-term capital gains and pays 
Federal income taxes thereon on behalf of the shareholders. 

C. Dividends 
Dividends from net investment income are declared and paid or reinvested 
quarterly. Net realized short-term capital gains, if any, are distributed 
annually. 

The accompanying notes are an integral part of the financial statements. 
                                      5 
<PAGE> 
STATE STREET RESEARCH EXCHANGE FUND 
- ------------------------------------------------------------------------

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

Income dividends and capital gain distributions are determined in accordance 
with Federal income tax regulations which may differ from generally accepted 
accounting principles. The difference is primarily due to differing 
treatments for nontaxable redemptions in kind and the disposition of 
securities that have different bases for financial reporting and tax 
purposes. The permanent book and tax basis difference relating to shareholder 
distributions will result in reclassifications to shares of beneficial 
interest. 

D. Estimates 
The preparation of financial statements in conformity with generally accepted 
accounting principles requires management to make estimates and assumptions 
that affect the reported amounts of assets and liabilities and disclosure of 
contingent assets and liabilities at the date of the financial statements and 
the reported amounts of income and expenses during the reporting period. 
Actual results could differ from those estimates. 

Note 2 
The Trust and State Street Research & Management Company (the "Adviser"), an 
indirect wholly owned subsidiary of Metropolitan Life Insurance Company 
("Metropolitan"), have entered into a contract that provides for an annual 
fee equal to 0.50% 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 $17,905 
during the six months ended June 30, 1996. 

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 six months ended June 30, 1996, the amount of 
such expenses was $2,165. 

Note 3 
For the six months ended June 30, 1996, exclusive of short-term investments 
and U.S. Government obligations, purchases and sales of securities, including 
$4,899,176 representing redemptions in kind, aggregated $10,712,926 and 
$19,223,498, respectively. 

Note 4 
The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. 

At June 30, 1996, the Adviser owned 13,766 shares of the Fund. 


                                      6 
<PAGE> 
STATE STREET RESEARCH EXCHANGE FUND 
- ------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS 
- ------------------------------------------------------------------------

For a share outstanding throughout each period: 

<TABLE>
<CAPTION>
                                                                   Year ended December 31 
                                                  ---------------------------------------------------------- 
                                   Six months 
                                     ended 
                                 June 30, 1996 
                                 (Unaudited)***     1995        1994        1993        1992        1991 
 ------------------------------   -------------   ---------   ---------   ---------   ---------   ---------- 
<S>                                <C>           <C>         <C>         <C>         <C>          <C>
Net asset value, beginning of 
  period                            $265.44       $204.13     $205.81     $205.98     $198.84      $156.56 
Net investment income                  1.95          3.63        3.79        3.47        3.28         3.43 
Net realized and unrealized 
  gain (loss) on investments*         31.48         61.75       (1.67)       (.24)       7.06        42.36 
Dividends from net investment 
  income                              (1.40)        (3.80)      (3.80)      (3.40)      (3.20)       (3.51) 
Distribution from net realized 
  gains                                  --          (.27)         --          --          --           -- 
Net asset value, end of period      $297.47       $265.44     $204.13     $205.81     $205.98      $198.84 
                                  ============    ========    ========    ========    ========    ========= 
Total return                          12.60%+       34.44%       3.44%       4.88%       6.75%       29.97% 
Net assets at end of period 
  (000s)                           $256,022      $233,422    $195,150    $206,153    $209,922     $211,721 
Ratio of operating expenses to 
  average net assets                   0.57%++       0.58%       0.57%       0.62%       0.59%        0.60% 
Ratio of net investment income 
  to average net assets                1.37%++       1.49%       1.80%       1.65%       1.63%        1.89% 
Portfolio turnover rate                4.39%        11.67%      16.31%      22.10%      10.68%        8.21% 
Average commission rate@             $.0566            --          --          --          --           -- 
*After provision for Federal 
 tax on retained capital gains 
 at end of period of                     --         $4.64       $4.88       $6.79       $2.94         $.88 
</TABLE>

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

++ Annualized. 
 + Represents aggregate return for the period without annualization and does 
   not reflect any front end or contingent deferred sales charges. 
 @ For fiscal years beginning after January 1, 1996, the Fund is required to 
   disclose its average commission rate per share paid for security trades. 



                                      7 
<PAGE> 
STATE STREET RESEARCH EXCHANGE FUND 
- -------------------------------------------------------------------------------
FUND INFORMATION, OFFICERS AND TRUSTEES OF STATE STREET RESEARCH EXCHANGE TRUST
- -------------------------------------------------------------------------------

Fund Information 

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


Investment Adviser 
State Street Research & 
Management Company 
One Financial Center 
Boston, MA 02111 

Distributor 
State Street Research 
Investment Services, Inc. 
One Financial Center 
Boston, MA 02111 

Shareholder Services 
State Street Research 
Shareholder Services 
P.O. Box 8408 
Boston, MA 02266-8408 
1-800-562-0032 

Custodian 
State Street Bank and 
Trust Company 
225 Franklin Street 
Boston, MA 02110 

Legal Counsel 
Mintz, Levin, Cohn, Ferris, 
Glovsky and Popeo, P.C. 
One Financial Center 
Boston, MA 02111 


Officers 

Ralph F. Verni 
Chairman of the Board, 
President and 
Chief Executive Officer 

Peter C. Bennett 
Vice President 

Thomas P. Moore, Jr. 
Vice President 

Kennard Woodworth, 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 

                                      8 
<PAGE> 

[BACK COVER]

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considered a rating of fund performance. The survey included mutual fund 
complexes that volunteered or were otherwise selected to participate and was 
not industry-wide.

CONTROL NUMBER: 3321-960823(0997)SSR-LD                         EX-469E-896

                     Cover Illustration by Dorothy Cullinan



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