STATE STREET EXCHANGE TRUST
N-30D, 1996-02-28
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[State Street Research Logo]

State Street Research
Exchange Fund

Annual Report
December 31, 1995

[Graphic of man walking up hill, at night, towards the stars]


What's Inside

From the Chairman:
1995: An outstanding
year for investors

Portfolio Manager's Review:
Strong stock market 
propelled the Fund

Fund Information:
Facts and figures
Plus, Complete Portfolio Holdings and Financial Statements


<PAGE>

FROM THE CHAIRMAN

[Picture of Ralph F. Verni]

To our Shareholders
We have reluctantly bid farewell to 1995, an outstanding year for most of 
our investors. Stocks and bonds achieved their best results in many years. 
1995 offered a uniquely positive combination of moderate economic growth, low 
inflation, falling interest rates, and strong corporate profits. 

Looking ahead 

We are cautiously optimistic about 1996. There are several positive signs. 
Inflation and interest rates remain low and the economy may be able to 
sustain modest growth. On January 31, the Federal Reserve lowered short-term 
interest rates by one-quarter point. This was the Fed's second interest rate 
cut in less than two months. 

Benefits of professional management 

1996 may be a year in which the benefits of professional management will be 
more evident than ever. It can be reassuring to know that an experienced 
portfolio manager is working on your behalf, paying close attention to market 
conditions and economic indicators. We appreciate your trust. 

Top-rated service 

We work extremely hard to provide the highest-quality service to 
shareholders. Recently, State Street Research received two prestigious awards 
from Dalbar, an organization that rates mutual fund companies for their 
service. We were one of only seven firms to receive the Dalbar Quality Tested 
Service Seal, which recognizes leaders in all key service areas. Dalbar also 
awarded us Dalbar Key Honors, recognizing our service quality in written and 
telephone communications to shareholders. 

Best wishes for a successful 1996. 
Sincerely, 
[Signature of Ralph F. Verni]
Ralph F. Verni 
Chairman 
January 31, 1996 

(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) Investment results are based on an assumed $10,000 investment. Also assumes
reinvestment of capital gain distributions and income dividends. No adjustment
has been made for income taxes payable by shareholders on income dividends or
capital gain distributions.

(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) Cumulative total returns are not annualized, nor do they reflect sales
charges, which, if reflected, would reduce performance.

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

Fund Information (all data are for periods ended December 31, 1995) 

Total value of $10,000 invested on January 1, 1986 (2) 

[Mountain Chart Data]

1/1/86  10000
12/86   11687
12/87   12348
12/88   14554
12/89   19517
12/90   18244
12/91   23713
12/92   25313
12/93   26549
12/94   27462
12/95   36921


SEC Average Annual Compound Rates 
of Return(3) 

 Life of Fund 
    (since          10 
  12/17/76)       Years     5 Years   1 Year 
   +13.16%        +13.95%   +15.14%   +34.44% 

Cumulative Total Returns(3,4) 
 Life of Fund 
    (since 
  12/17/76)      10 Years   5 Years   1 Year 
   +954.42%      +269.21%   +102.37%  +34.44% 

Top 5 Industry Positions 
(by percentage of net assets) 

Oil               8.8%
Food and 
 beverage         8.3%
Drugs             7.7%
Chemicals         7.5%
Aerospace         7.0%

Total: 39.3%

<PAGE>
PORTFOLIO MANAGER'S REVIEW

[Picture of Kennard "Pete" Woodworth]
Kennard "Pete" 
Woodworth
Portfolio Manager

1995 was an outstanding year for the stock market, and Exchange Fund shared 
in this good fortune. For the 12 months ended December 31, 1995, the Fund 
provided a total return of +34.44%. The average total return 
for 3,131 equity funds tracked by Lipper Analytical Services was +24.82%. The 
Standard & Poor's 500 Index provided a return of +37.53%.(1) 

We were very satisfied with Exchange Fund's performance in 1995. 
Large-capitalization, quality stocks--the same type of stocks that make up 
much of the Fund's portfolio--generally led the market in the past year. 
Merger and acquisition activity also helped stocks' performance. 

Exchange Fund's performance benefited from positions in several key areas. 
Health-care stocks came back to life after two years of disappointment. 
Technology stocks enjoyed their second year of strong performance. Oil and 
aerospace stocks also performed quite well for the portfolio. Utilities and 
insurance stocks underperformed. 

Emphasis on income 

We pay careful attention to the income provided by the Fund through its 
quarterly dividends. We increased the quarterly dividend in 1995 from 60 
cents to 70 cents per share. For the year, the Fund paid $3.80 per share in 
dividends--the same amount as in 1994. We will continue to look for ways to 
sustain an attractive level of dividend income. 

Changes to the portfolio 

We did not make any major shifts in portfolio structure. We sold two 
long-term holdings--Kimberly Clark, the personal care company, and Citizens 
Utilities, a telephone and cable television provider--because of increased 
competition and unfavorable prospects in their primary businesses. 

We added to positions in chemicals and retail stocks with mixed results. One 
timely addition was Monsanto, a chemicals leader that introduced a number of 
new products after years of research. We were disappointed by the performance 
of Toys 'R Us, a position we increased significantly. Toys 'R Us suffered 
from lower profits in the competitive retail environment. 

1995 realized capital gains 

In 1995, Exchange Fund realized taxable net long-term capital gains of 
$11,627,351. Federal capital gains taxes of $4,069,573 were paid on behalf of 
the Fund's shareholders. The balance was retained by the Fund. 

In late January you received a 1995 IRS Form 2439. On your 1995 income tax 
return, you should take a tax credit of $4.6373 per share and increase the 
cost basis of your Fund shares by $8.6121 per share. 

Outlook 

Overall, we believe the prospects are favorable for Exchange Fund. There may 
be uncertainty about stock market leadership in 1996, and Exchange Fund's 
quality portfolio can be a reassuring approach in such a market. In addition, 
interest rates and inflation remain low, which is favorable for stocks. 

December 31, 1995 

Top 10 Holdings 
(by percentage of net assets) 

1 Johnson & Johnson Health-care products company 5.0% 

2 Raytheon Aerospace/defense firm 4.8% 

3 Coca-Cola Beverage giant 3.8% 

4 Merck Pharmaceuticals company 3.3% 

5 Mobil Oil company 3.3% 

6 General Electric Electrical equipment leader 3.2% 

7 Capital Cities/ABC Media giant 3.1% 

8 Exxon Oil company 2.9% 

9 Hewlett-Packard Electronic equipment company 2.9% 

10 General Re Reinsurance company 2.7% 

These securities represent an aggregate of 35.0% of net assets. Because of 
active management, there is no guarantee that the Fund currently invests, or 
will continue to invest, in the securities listed in this table or in the 
text above. 

Best and Worst Contributors to Performance 
(January 1 through December 31, 1995) 

Best [Graphic up arrow] 

Johnson & Johnson 
Health-care company provided strong earnings gains, new products 

Raytheon 
Strong earnings for aerospace company 

Merck 
New products and higher earnings for pharmaceuticals company 

Worst [Graphic down arrow]
 
Dun & Bradstreet 
Disappointing earnings for publisher 

Toys 'R Us 
Competitive retail environment hurt profits 

Office Depot 
Competitive computer market caused stock price to slide 

                                       2
<PAGE>

STATE STREET RESEARCH EXCHANGE FUND

Investment Portfolio 
December 31, 1995 

<TABLE>
<CAPTION>
                                                        Value 
                                         Shares       (Note 1) 
<S>                                      <C>        <C>
Common Stocks 100.5% 
Basic Industries 17.0% 
Chemical 7.5% 
Ciba-Geigy AG ADR                         86,900    $  3,823,600 
Dow Chemical Co.                          60,000       4,222,500 
E.I. du Pont de Nemours and Co.           68,500       4,786,438 
Monsanto Co.                              38,700       4,740,750 
                                                     ----------- 
                                                      17,573,288 
                                                     ----------- 
Electrical Equipment 4.2% 
General Electric Co.                     104,311       7,510,392 
General Signal Corp.                      70,372       2,278,293 
                                                     ----------- 
                                                       9,788,685 
                                                     ----------- 
Forest Product 0.8% 
Georgia-Pacific Corp.                     26,251       1,801,475 
Machinery 3.2% 
Caterpillar, Inc.                         58,400       3,431,000 
Millipore Corp.                           99,400       4,087,825 
                                                     ----------- 
                                                       7,518,825 
                                                     ----------- 
Metal & Mining 1.3% 
Nucor Corp.                               51,600       2,947,650 
                                                     ----------- 
Total Basic Industries                                39,629,923 
                                                     ----------- 
Consumer Cyclical 10.2% 
Hotel & Restaurant 0.4% 
Darden Restaurants, Inc.                  69,200         821,750 
                                                     ----------- 
Recreation 5.8% 
Capital Cities/ABC, Inc.                  59,356       7,323,046 
Walt Disney Co.                           50,000       2,950,000 
Tele-Communications, Inc. Cl. A*         127,597       2,535,990 
Tele-Communications, Inc. Liberty 
  Media Group Cl. A*                      31,899         857,286 
                                                     ----------- 
                                                      13,666,322 
                                                     ----------- 
Retail Trade 4.0% 
Dayton Hudson Corp.                       50,184       3,763,800 
Office Depot, Inc.*                       46,600         920,350 
Toys 'R Us, Inc.*                         98,800       2,148,900 
Wal-Mart Stores, Inc.                    111,600       2,497,050 
                                                     ----------- 
                                                       9,330,100 
                                                     ----------- 
Total Consumer Cyclical                               23,818,172 
                                                     ----------- 
Consumer Staple 28.6% 
Drug 7.7% 
American Home Products Corp.              51,736    $  5,018,392 
Merck & Co., Inc.                        117,259       7,709,779 
Pfizer, Inc.                              83,800       5,279,400 
                                                     ----------- 
                                                      18,007,571 
                                                     ----------- 
Food & Beverage 8.3% 
Coca-Cola Co.                            118,056       8,765,658 
Anheuser-Busch, Inc.                      56,300       3,765,063 
Campbell Soup Co.                         48,800       2,928,000 
General Mills, Inc.                       69,200       3,996,300 
                                                     ----------- 
                                                      19,455,021 
                                                     ----------- 
Hospital Supply 5.6% 
Columbia/HCA Healthcare Corp.             24,700       1,253,525 
Johnson & Johnson                        136,496      11,687,470 
                                                     ----------- 
                                                      12,940,995 
                                                     ----------- 
Personal Care 4.8% 
Gillette Co.                             118,200       6,161,175 
Procter & Gamble Co.                      61,600       5,112,800 
                                                     ----------- 
                                                      11,273,975 
                                                     ----------- 
Tobacco 2.2% 
Philip Morris Companies, Inc.             56,000       5,068,000 
                                                     ----------- 
Total Consumer Staple                                 66,745,562 
                                                     ----------- 
Energy 11.2% 
Oil 8.8% 
Amoco Corp.                               71,032       5,105,425 
Exxon Corp.                               85,068       6,816,074 
Mobil Corp.                               68,400       7,660,800 
Union Pacific Resources Group, Inc.       43,900       1,113,962 
                                                     ----------- 
                                                      20,696,261 
                                                     ----------- 
Oil Service 2.4% 
Halliburton Co.                           35,012       1,772,482 
Schlumberger Ltd.                         54,619       3,782,366 
                                                     ----------- 
                                                       5,554,848 
                                                     ----------- 
Total Energy                                          26,251,109 
                                                     ----------- 
Finance 9.9% 
Bank 2.2% 
Banc One Corp.                            50,820       1,918,455 
                                                     ----------- 
BankAmerica Corp.                         49,300       3,192,175 
                                                     ----------- 
                                                       5,110,630 
                                                     ----------- 

The accompanying notes are an integral part of the financial statements 

                                      3
<PAGE>
 
STATE STREET RESEARCH EXCHANGE FUND

Financial Service 4.0% 
American Express Co.                     141,591    $  5,858,328 
Federal National Mortgage Association     27,600       3,425,850 
                                                     ----------- 
                                                       9,284,178 
                                                     ----------- 
Insurance 3.7% 
Equitable Companies, Inc.                 95,000       2,280,000 
General Re Corp.                          40,941       6,345,855 
                                                     ----------- 
                                                       8,625,855 
                                                     ----------- 
Total Finance                                         23,020,663 
                                                     ----------- 
Science & Technology 21.3% 
Aerospace 7.0% 
Boeing Co.                                65,900       5,164,912 
Raytheon Co.                             235,400      11,122,650 
                                                     ----------- 
                                                      16,287,562 
                                                     ----------- 
Computer Software & Service 2.8% 
First Data Corp.                          32,669       2,184,739 
Microsoft Corp.*                          49,750       4,365,563 
                                                     ----------- 
                                                       6,550,302 
                                                     ----------- 
Electronic Components 1.6% 
AMP, Inc.                                 96,000       3,684,000 
                                                     ----------- 
Electronic Equipment 3.4% 
L.M. Ericsson Telephone Co. Cl. B ADR    152,460       2,972,970 
Motorola, Inc.                            50,600       2,884,200 
Perkin-Elmer Corp.                        58,000       2,189,500 
                                                     ----------- 
                                                       8,046,670 
                                                     ----------- 
Office Equipment 6.5% 
Hewlett-Packard Co.                       80,000       6,700,000 
International Business Machines Corp.     59,800       5,486,650 
Xerox Corp.                               21,800       2,986,600 
                                                     ----------- 
                                                      15,173,250 
                                                     ----------- 
Total Science & Technology                            49,741,784 
                                                     ----------- 
Utility 2.3% 
Telephone 2.3% 
AT&T Corp.                                30,000    $  1,942,500 
Air Touch Communications, Inc.*          123,800       3,497,350 
                                                     ----------- 
                                                       5,439,850 
                                                     ----------- 
Total Utility                                          5,439,850 
                                                     ----------- 
Total Common Stocks (Cost $94,079,093)               234,647,063 
                                                     ----------- 

</TABLE>


<TABLE>
<CAPTION>
                           Principal   Maturity 
                             Amount       Date 
<S>                       <C>          <C>            <C>
Commercial Paper 1.8% 
Beneficial Corp., 5.92%   $4,035,000   1/2/1996       4,035,000 
                                                   ------------ 
Total Commercial Paper (Cost $4,035,000)              4,035,000 
                                                   ------------ 
Total Investments (Cost $98,114,093)--102.3%        238,682,063 
                                                   ------------ 
Other Assets, Less Liabilities--(2.3)%               (5,259,961) 
                                                   ------------ 
Net Assets--100.0%                                 $233,422,102 
                                                   ============ 
Federal Income Tax Information: 
At December 31, 1995, the net unrealized 
  appreciation of investments based on cost for 
  Federal income tax purposes of $84,571,971 
  was as follows: 
Aggregate gross unrealized appreciation for all 
  investments in which there is an excess of 
  value over tax cost                              $155,282,441 
Aggregate gross unrealized depreciation for all 
  investments in which there is an excess of 
  tax cost over value                                (1,172,349) 
                                                   ------------
                                                   $154,110,092 
                                                   ============
</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 

                                       4
<PAGE>
STATE STREET RESEARCH EXCHANGE FUND

Statement of Assets and Liabilities 
December 31, 1995
<TABLE>
<CAPTION>
<S>                                                    <C>
Assets 
Investments, at value (Cost $98,114,093) (Note 1)      $238,682,063 
Receivable for securities sold                               99,504 
Dividends and interest receivable                           335,615 
                                                       ------------ 
                                                        239,117,182 
Liabilities 
Federal income tax payable                                4,069,573 
Dividend payable                                            997,346 
Accrued management fee (Note 2)                             285,630 
Capital gain distribution payable                           156,686 
Payable for fund shares redeemed                            113,112 
Payable to custodian                                          9,500 
Accrued transfer agent and shareholder services (Note 
  2)                                                          5,555 
Accrued trustees' fees (Note 2)                               5,061 
Other accrued expenses                                       52,617 
                                                       ------------ 
                                                          5,695,080 
                                                       ------------ 
Net Assets                                             $233,422,102 
                                                       ============ 
Net Assets consist of: 
 Undistributed net investment income                   $     85,983 
 Unrealized appreciation of investments                 140,567,970 
 Shares of beneficial interest (Note 4)                  92,768,149 
                                                       ------------ 
                                                       $233,422,102 
                                                       ============ 
Net Asset Value per share 
($233,422,102 / 879,362 shares of beneficial 
  interest)                                            $     265.44 
                                                             ====== 
</TABLE>
Statement of Operations
For the year ended December 31, 1995
<TABLE>
<CAPTION>
<S>                                                     <C>
Investment Income 
Dividends, net of foreign taxes of $5,272               $ 4,319,102 
Interest                                                    148,684 
                                                        ----------- 
                                                          4,467,786 
Expenses 
Management fee (Note 2)                                   1,078,699 
Custodian fee                                                70,312 
Trustees' fees (Note 2)                                      32,460 
Audit fee                                                    24,105 
Transfer agent and shareholder services (Note 2)             16,777 
Reports to shareholders                                       7,163 
Legal fees                                                    5,525 
Miscellaneous                                                26,967 
                                                        ----------- 
                                                          1,262,008 
                                                        ----------- 
Net investment income                                     3,205,778 
                                                        ----------- 
Realized and Unrealized Gain on Investments 
Net realized gain on investments (Notes 1 and 3)         26,724,341 
Provision for federal income tax                         (4,069,573) 
                                                        ----------- 
                                                         22,654,768 
Net unrealized appreciation of investments               33,669,225 
                                                        ----------- 
Net gain on investments                                  56,323,993 
                                                        ----------- 
Net increase in net assets resulting from operations    $59,529,771 
                                                        =========== 

</TABLE>

The accompanying notes are an integral part of the financial statements 

                                       5
<PAGE>
STATE STREET RESEARCH EXCHANGE FUND

Statement of Changes in Net Assets 

<TABLE>
<CAPTION>
                                          Year ended December 31 
                                           1995           1994 
<S>                                   <C>             <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment income                 $  3,205,778    $  3,643,898 
                                      ------------    ------------ 
Net realized gain on investments*       26,724,341      19,577,484 
Provision for federal income tax        (4,069,573)     (4,654,368) 
                                      ------------    ------------ 
                                        22,654,768      14,923,116 
                                      ------------    ------------ 
Net unrealized appreciation 
  (depreciation) of investments         33,669,225     (16,465,650) 
                                      ------------    ------------ 
Net increase resulting from 
  operations                            59,529,771       2,101,364 
                                      ------------    ------------ 
Dividends from net investment 
  income                                (3,378,495)     (3,661,288) 
                                      ------------    ------------ 
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                                  847,325         554,363 
Cost of shares repurchased             (18,569,970)     (9,997,643) 
                                      ------------    ------------ 
Net decrease from fund share 
  transactions                         (17,642,385)     (9,443,280) 
                                      ------------    ------------ 
Total increase (decrease) in net 
  assets                                38,271,945     (11,003,204) 
Net Assets 
Beginning of year                      195,150,157     206,153,361 
                                      ------------    ------------ 
End of year (including 
  undistributed net investment 
  income of $85,983 and $258,700, 
  respectively)                       $233,422,102    $195,150,157 
                                      ============    ============ 
Number of shares: 
Issued upon reinvestment of: 
 Distribution from net realized 
   gains                                       302            -- 
 Dividends from net investment 
   income                                    3,354           2,727 
Repurchased                                (80,284)        (48,387) 
                                      ------------    ------------ 
Net decrease in fund shares                (76,628)        (45,660) 
                                      ------------    ------------ 
* Net realized gain for Federal 
  income tax purposes 
  (Note 1)                            $ 11,864,297    $ 13,298,196 
                                      ============    ============ 
</TABLE>
Notes to Financial Statements
December 31, 1995

Note 1 

State Street Research Exchange Fund, formerly State Street Exchange Fund (the 
"Fund"), is a series of State Street Research Exchange Trust, formerly State 
Street 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 

                                       6
<PAGE>
STATE STREET RESEARCH EXCHANGE FUND

NOTES (CONT'D)

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 $32,460 
during the year ended December 31, 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 December 31, 1995, the amount of 
such expenses was $4,225. 

Note 3 

For the year ended December 31, 1995, exclusive of short-term investments and 
U.S. Government obligations, purchases and sales of securities, including 
$18,117,874 representing redemptions in kind, aggregated $24,911,540 and 
$48,670,480, respectively. 

Note 4 

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

At December 31, 1995, the Adviser owned 13,766 shares of the Fund. 

Financial Highlights 
For a share outstanding throughout each year: 

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

+ Total return figures do not reflect any front-end or contingent deferred 
sales charges. 

                                       7
<PAGE>
 
Report of Independent Accountants 

To the Trustees of State Street Research Exchange Trust 
(formerly State Street Exchange Trust) and 
Shareholders of State Street Research Exchange Fund 
(formerly State Street Exchange Fund): 

We have audited the accompanying statement of assets and liabilities of State 
Street Research Exchange Fund, formerly State Street Exchange Fund, including 
the schedule of portfolio investments, as of December 31, 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. 
These financial statements and financial highlights are the responsibility of 
the Fund's management. Our responsibility is to express an opinion on these 
financial statements and financial highlights based on our audits. 

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
financial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements. Our procedures included confirmation of 
securities owned as of December 31, 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 Exchange Fund as of December 31, 1995, the results of 
its operations for the year then ended, the changes in its net assts 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, in conformity with generally 
accepted accounting principles. 

                                                      Coopers & Lybrand L.L.P. 
Boston, Massachusetts 
February 2, 1996 

                                       8
<PAGE>
STATE STREET RESEARCH EXCHANGE FUND

Management's Discussion of Fund Performance

1995 was an outstanding year for the stock market, and Exchange Fund shared in
this good fortune. Large-capitalization, quality stocks--the same type of
stocks that make up much of the Fund's portfolio--generally led the market in
the past year. Stocks also benefited from significant merger and acquisition
activity.

Exchange Fund's performance benefited from positions in several key areas. 
Health-care stocks came back to life after two years of disappointment. 
Technology stocks enjoyed their second year of strong performance. Positions 
in oil and aerospace stocks also performed quite well for the portfolio. 
Utilities and insurance stocks underperformed for the Fund. 

December 31, 1995 

The Standard & Poor's 500 Composite index (S&P 500) includes 500 widely 
traded common stocks and is a commonly used measure of U.S. stock market 
performance. The index is unmanaged and 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. 

Comparison Of Change In Value Of A $10,000
Investment In Exchange Fund and The S&P 500
[Line Chart Data]
Average Annual Total Return
1 Year     5 Years     10 Years
+34.44%    +15.14%      +13.95

    Exchange Fund    S&P 500
1/86    10000         10000
12/86   11687         11867
12/87   12348         12490
12/88   14554         14558
12/89   19517         19163
12/90   18244         18567
12/91   23713         24212
12/92   25313         26054
12/93   26549         28674
12/94   27462         29051
12/95   36921         39955
                      
                                       9
<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 

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 

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 

                                       10
<PAGE>

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


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 Reasearch Logo]

  Bulk Rate
U.S. Postage
    PAID
Brockton, MA
Permit No 600

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:  3006-960220(0397)SSR-LD
Cover Illustration by Dorothy Cullinan  EX-400E-296




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