METLIFE STATE STREET INCOME TRUST
N-30D, 1995-06-07
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FROM THE CHAIRMAN

[Photo: Ralph F. Verni]

To Our Shareholders:

What a difference a year makes! Twelve months ago, investors were experiencing
one of the more difficult years in memory. Now, for at least the first three
months of 1995, nearly every category of stock and bond mutual fund enjoyed
positive performance. From year-to-year, markets will rise and fall--what's
most important is how your investments perform over longer periods of time.
It's often best to keep your money in the market, rather than trying to "time"
the rebounds. The lesson in all this is to think long-term.

Why has the market turned around so dramatically? Primarily, it's because the
economy is showing signs of slowing. After hiking rates in January, the Federal
Reserve chose not to do so at the end of March. Investors no longer feel that a
rate hike is constantly around the corner, and the result is more market
stability and optimism. The Fed may or may not be done with interest
rates--that will depend on what happens with the economy, inflation and the
U.S. dollar.

After such a strong quarter, it's easy to get overly optimistic. We would not
be surprised if stocks and bonds retreated somewhat in the short-term. However,
most signs are positive: the bond market is healthy and corporate profits
remain strong. Overall, we believe the long-term investment outlook is
positive.

Sincerely,

/s/ Ralph F. Verni

Ralph F. Verni
Chairman
April 28, 1995

(1) +0.82% for Class B shares; +1.77% for Class C shares; +0.82% for Class D
    shares.

(2) Source: Lipper Analytical Services (does not reflect sales charges) for 127
    funds in Lipper's Flexible Portfolio Category.

(3) Investment result is based on a $10,000 investment in Class A shares at the
    maximum sales charge of 4.5% with reinvestment of capital gain
    distributions and income dividends. No adjustment has been made for income
    taxes payable by shareholders on income dividends or capital gain
    distributions.

(4) All returns represent past performance, which is no guarantee of future
    results. The investment return and principal value of an investment made in
    the Fund will fluctuate and shares, when redeemed, may be worth more or
    less than their original cost. All results assume reinvestment of capital
    gains distributions and income dividends.

(5) Shares of the Fund had no class designations until June 1, 1993, when
    designations were assigned based on the pricing and 12b-1 fees applicable
    to shares sold thereafter. Performance data for a specified class include
    periods prior to the adoption of class designations. "A" share returns for
    each of the periods reflect the maximum 4.5% sales charge. "B" share
    returns for the 1- and 5-year periods reflect a 5% and a 2% contingent
    deferred sales charge, respectively. "C" shares, offered without a sales
    charge, are available only to certain employee benefit plans and large
    institutions. "D" share return for the 1-year period reflects a 1%
    contingent deferred sales charge. Performance for "B" and "D" shares prior
    to June 1, 1993, reflects annual 12b-1 fees of .25% and performance
    thereafter reflects annual 12b-1 fees of 1%, which will reduce subsequent
    performance.

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

Total value of $10,000 invested on December 29, 1988(3)
(Class A shares, at maximum applicable sales charge)
[Mountain Chart]

                   
                  12/88    9,550
                   3/89    9,957
                   3/90   11,030
                   3/91   11,478
                   3/92   13,003
                   3/93   15,154
                   3/94   16,815
                   3/95   17,070

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


                Life of Fund      5 years       1 year

Class A             +8.92%         +8.13%       -3.05%
Class B             +9.49%         +8.55%       -4.08%
Class C             +9.82%         +9.25%       +1.77%
Class D             +9.50%         +8.85%       -0.16%

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


                Life of Fund      5 years      1 year       Year-to-date

Class A            +78.75%         +54.76%      +1.52%         +5.26%
Class B            +76.38%         +52.71%      +0.82%         +5.09%
Class C            +79.74%         +55.61%      +1.77%         +5.31%
Class D            +76.47%         +52.79%      +0.82%         +5.08%


                                        
<PAGE>
[Photo: Michael R. Yogg, Portfolio Manager]

After a difficult 1994, Managed Assets has taken a turn for the better in 1995.
Nearly every type of investment performed poorly in 1994, so our strategy of
diversifying into stocks, bonds and inflation-responsive securities did not
provide many benefits for investors. For the twelve months ended March 31,
1995, performance was positive but disappointing. Class A shares provided a
total return of +1.52% (this return does not include sales charges).(1)
However, Managed Assets trailed the +6.83% return for the Flexible Portfolio
category.(2) The first quarter of 1995 was much better.

The portfolio's structure is not significantly different from 12 months ago,
except for a slight decrease in the percentage of bonds and an increase in the
percentage of inflation-responsive securities. As of March 31, 1995, Managed
Assets was more heavily weighted in stocks, at 52% of the portfolio. Bonds
represented 35% of the portfolio, inflation-responsive securities 10% and cash
the final 3%.

Stocks

Our stock holdings provided positive, but unspectacular, performance over the
past 12 months. Large-capitalization stocks--both value and growth--performed
best, particularly in the first three months of 1995. The portfolio's
small-capitalization stock holdings performed poorly--the result of weak stock
selection and general underperformance by small stocks. International stocks,
in general, performed poorly.

Bonds

Our holdings in high-grade and high-yield bonds fell less than the averages in
1994, and recovered strongly--along with the bond market--through March 1995.
Foreign government bonds continued to disappoint.

Inflation-Responsive

Inflation-responsive securities had the best performance for Managed Assets
over the past 12 months. In 1994, our strategy focused on the stocks of
companies in the commodities industries, which we expected to benefit from the
booming world economy. Our current strategy is more targeted on energy stocks,
particularly in natural gas.

Recent Changes

In March 1995, we made some small changes to the portfolio. After a nice surge
by our large-cap holdings in 1995, we took some profits and moved the money
into small-cap stocks. As the economy begins to slow, investors will be
searching for the growth small caps offer. In addition, after the strong first
quarter for U.S. bonds, we sold some high-grade bonds and moved the money into
international bonds, which, after performing poorly, offered attractive value.

Asset Allocation (by percentage of net assets)

[Pie chart]
                  Equities               52%
                  Bonds                  35%
                  Inflation Responsive   10%
                  Net Cash                3%

Top 5 Portfolio Sectors (by percentage of net assets)

[Horizontal bar chart]

                Basic industries stocks       14.8%
                Consumer cyclical stocks      12.1%
                Science & technology stocks    9.3%
                Energy stocks                  8.8%
                U.S. Treasury securities       8.5%
                Total net assets: 53.5%

                                       2
<PAGE>

Investment Portfolio
March 31, 1995

                                    Principal       Maturity          Value
                                     Amount           Date           (Note 1)
Fixed Income Securities 35.0%
U.S. Treasury 8.5%
U.S. Treasury Bond, 8.125%         $11,650,000      8/15/2021      $ 12,372,649
U.S. Treasury Note, 8.50%            4,800,000      5/15/1997         4,955,232
U.S. Treasury Note, 5.875%           4,100,000      3/31/1999         3,937,927
U.S. Treasury Note, 7.125%           3,825,000      9/30/1999         3,832,764
U.S. Treasury Note, 7.50%            3,250,000     11/15/2001         3,306,875
U.S. Treasury Note, 6.375%           1,275,000      8/15/2002         1,215,432
U.S. Treasury Note, 5.75%            2,275,000      8/15/2003         2,063,857
                                                                     31,684,736
U.S. Agency Mortgage 6.9%
Federal Home Loan Mortgage
  Corp., 7.50%                         194,482      4/01/2002           191,442
Federal Home Loan Mortgage
  Corp., 6.50%                         942,774      5/01/2009           895,927
Federal Home Loan Mortgage
  Corp., 8.50%                             574      7/01/2009               581
Federal Home Loan Mortgage
  Corp., 6.60%                         850,000      2/15/2022           780,665
Federal Home Loan Mortgage
  Corp., 6.50%                         655,829      4/01/2009           623,240
Federal Home Loan Mortgage
  Corp., 6.50%                         225,615      7/01/2009           214,404
Federal Home Loan Mortgage
  Corp., 7.50%                       2,175,441      1/01/2025         2,106,762
Federal Home Loan Mortgage
  Corp., 7.50%                       1,412,289      8/01/2024         1,367,703
Federal Home Loan Mortgage
  Corp., 8.00%                       1,493,049      8/01/2024         1,479,045
Federal Home Loan Mortgage
  Corp. TBA, 7.00%                   4,375,000      4/19/2025         4,126,172
Federal National Mortgage
  Association, 5.41%                 1,300,000      6/25/1998         1,237,197
Federal National Mortgage
  Association, 8.00%                   352,163      4/01/2008           350,053
Federal National Mortgage
  Association, 8.00%                   454,986      6/01/2008           452,261
Federal National Mortgage
  Association, 8.50%                   411,930      2/01/2009           424,543
Federal National Mortgage
  Association, 9.00%                    94,157      5/01/2009            96,818
Federal National Mortgage
  Association, 7.00%                 1,743,095      2/01/2024         1,641,769
Federal National Mortgage
  Association, 7.00%                   502,224      4/01/2024           473,029
U.S. Agency Mortgage (cont.)
Federal National Mortgage
  Association, 7.00%               $   281,615      5/01/2024      $    265,245
Federal National Mortgage
  Association, 7.00%                 1,492,500     11/01/2024         1,405,741
Federal National Mortgage
  Association REMIC Series
  93-138-HA PAC, 6.75%                 825,000     12/25/2021           763,381
Government National Mortgage
  Association, 9.00%                   560,133      6/15/2016           580,707
Government National Mortgage
  Association, 8.00%                   359,448      9/15/2022           356,076
Government National Mortgage
  Association, 6.50%                   272,992      1/15/2024           246,459
Government National Mortgage
  Association, 8.00%                   873,285      1/15/2024           865,093
Government National Mortgage
  Association, 8.00%                   917,672      2/15/2024           909,064
Government National Mortgage
  Association, 6.50%                 2,284,218      7/15/2024         2,062,214
Government National Mortgage
  Association, 8.00%                   399,036      7/15/2024           395,293
Government National Mortgage
  Association, 7.00%                 1,417,372      1/15/2025         1,325,682
                                                                     25,636,566
Trust Certificates 0.4%
Cooperative Utility Trust
  Certificates, 10.70%                 350,000      9/15/2017           389,701
Cooperative Utility Trust
  Certificates, 10.125%                225,000      3/15/2019           246,942
Cooperative Trust
  Certificates, 10.11%                 900,000     12/15/2017           988,686
                                                                      1,625,329
Foreign 1.0%
Bell Canada Deb., 13.375%              600,000     10/15/2010           650,664
Carter Holt Harvey Ltd. Deb.,
  9.50%                                400,000     12/01/2024           434,572
Hydro Quebec Deb., 13.25%              600,000     12/15/2013           727,080
Hydro Quebec Deb., 9.40%               750,000      2/01/2021           812,115
Province of Manitoba, 9.25%            475,000      4/01/2020           526,276
Province of Quebec, 7.50%              675,000      7/15/2023           596,565
                                                                      3,747,272
Foreign Government 6.8%
Commonwealth of Australia,          Australian
  9.50%                               Dollar
                                     7,300,000      8/15/2003         5,260,783

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


                                       3
<PAGE>

Foreign Government (cont'd)
Federal Republic of Germany,          Deutsche
  6.625%                               Mark
                                     4,950,000      7/09/2003      $  3,470,214
United Kingdom Treasury Stock,           Pound
  9.75%                              Sterling
                                     1,450,000      8/27/2002         2,491,747
                                      Canadian
                                      Dollar
Government of Canada, 9.75%          1,100,000     12/01/2001           838,763
Government of Canada, 7.50%          1,500,000     12/01/2003         1,003,063
                                        Danish
                                       Krone
Kingdom of Denmark, 8.00%            2,500,000      5/15/2003           436,399
Kingdom of Denmark, 7.00%           39,300,000     12/15/2004         6,333,590
                                       Italian
                                       Lira
Republic of Italy, 8.50%         3,500,000,000      4/01/1999         1,786,923
Republic of Italy, 10.00%        1,750,000,000      8/01/2003           875,257
 ...                                    Spanish
                                      Peseta
Government of Spain, 11.45%        120,000,000      8/30/1998           936,389
Government of Spain, 8.30%         170,000,000     12/15/1998         1,202,291
Government of Spain, 11.30%         30,000,000      1/15/2002           226,464
Government of Spain, 10.90%         65,000,000      8/30/2003           475,930
                                                                     25,337,813
Corporate 7.7%
Acme Boot, Inc. Sr. Notes,
  11.50%***                           $250,000     12/15/2000           100,000
Affinity Group, Inc. Sr. Sub.
  Deb., 11.50%                         250,000     10/15/2003           245,000
Allied Waste Industries, Inc.
  Sr. Sub. Notes, 12.00%               250,000      2/01/2004           251,250
Almacs Inc. Sr. Sec. Notes,
  11.50%**                              27,000     11/18/2004             7,425
American Home Products Note,
  7.70%                                850,000      2/15/2000           855,933
American Telecasting Co. Sr.
  Sub. Units, 0.00% to
  6/14/99, 12.50% from 6/15/99
  to maturity                          250,000      6/15/2004           112,500
Amerisource Distribution Corp.
  Sr. Deb., 11.25%**                   293,420      7/15/2005           316,894
Anacomp, Inc. Cv. Deb.,
  13.875%                              395,000      1/15/2002           383,278
Anacomp International N.V. Cv.
  Sub. Deb., 9.00%                     250,000      1/15/1996           248,750
Axia Holdings Corp. Sr. Sub.
  Note, 11.00%                         250,000      3/15/2001           230,000
Bayou Steel Corp. First
  Mortgage Note, 10.25%                500,000      3/01/2001           440,000
Corporate (cont'd)
Bell & Howell Co. Series B Sr.
  Disc. Deb., 0.00% to
  2/28/2000, 11.50% from
  3/01/2000 to maturity         $      250,000      3/01/2005      $    133,750
Belle Casinos, Inc. First
  Mortgage Note, 12.00%+***            125,000     10/15/2000            36,875
Boomtown, Inc. First Mortgage
  Note, 11.50%                         500,000     11/01/2003           475,000
CHC Helicopter Corp. Sr. Sub.
  Note, 11.50%                         250,000      7/15/2002           206,250
Carrols Corp. Sr. Notes,
  11.50%                               250,000      8/15/2003           230,000
Celcaribe S.A. Units, 0.00% to
  3/14/98, 13.50% from 3/15/98
  to maturity+                         183,000      3/15/2004         1,491,450
Central Rents, Inc. Sr. Units,
  12.875%                              750,000     12/15/2003           682,500
Chatwins Group Inc. Sr. Exch.
  Note, 13.00%                         500,000      5/01/2003           412,500
Chevron Corp. Note, 8.11%              750,000     12/01/2004           767,183
Color Tile, Inc. Sr. Note,
  10.75%                               250,000     12/15/2001           200,000
Computervision Corp. Sr.
  Notes, 10.875%                       480,000      8/15/1997           465,600
Computervision Corp. Sr.
  Notes, 11.375%                       250,000      8/15/1999           228,750
Consolidated Hydro Inc. Sr.
  Disc. Notes, 0.00%                   500,000      7/15/2003           332,480
Crown Packaging Holdings Ltd.,
  0.00% to 10/31/2000, 12.25%
  from 11/1/2000 to maturity         1,250,000     11/01/2003           600,000
Doskocil Companies Inc. Sr.
  Sub. Red. Notes, 9.75%               250,000      7/15/2000           230,000
Dual Drilling Co. Sr. Sub.
  Notes, 9.875%                        250,000      1/15/2004           205,000
Equitable Bag Co. Inc. Sr.
  Notes, 11.00%***                     238,000     12/16/2004           171,360
Finlay Enterprises, Inc. Sr.
  Disc. Deb., 0.00% to 4/30/98,
  12.00% from 5/01/98 to
  maturity                           1,000,000      5/01/2005           620,000
Fitzgeralds Gaming Corp. Sr.
  Sec. Units, 13.75% to
  6/14/95, 14.00% from 6/15/95
  to 9/14/95, 14.25% from
  9/15/95 to 12/14/95, 14.50%
  from 12/15/95 to maturity+           250,000      3/15/1996           132,500
The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>

Corporate (cont'd)
Flagstar Corp. Sr. Sub. Deb.,
  11.25%                           $  250,000      11/01/2004        $210,000
Food 4 Less Supermarkets, Inc.
  Sr. Disc. Notes, 0.00% to
  12/14/97, 15.25% from
  12/15/97 to maturity                250,000      12/15/2004         197,500
General Media Inc. Sr. Sec.
  Note, 10.625%                       250,000      12/31/2000         207,500
General Medical Corp. Sub.
  Deb., 12.125%**                     294,491       8/15/2005         290,810
Genmar Holdings, Inc. Sr. Sub.
  Notes, 13.50%                       250,000       7/15/2001         243,750
Goldriver Hotel & Casino Corp.
  Mortgage Notes, 13.375%             317,000       8/31/1999         174,350
Grand Union Co. Sr. Sub.
  Notes, 12.25%***                    500,000       7/15/2002         170,000
Granite Broadcasting Corp. Sr.
  Sub. Deb., 12.75%                   500,000       9/01/2002         515,000
HWCC-Tunica, Inc. Note,
  13.50%+                             250,000       9/30/1998         260,000
Harvard Industries, Inc. Sr.
  Notes, 12.00%                       250,000       7/15/2004         256,875
Haynes International Inc. Sr.
  Sec. Notes, 11.25%                  500,000       6/15/1998         465,000
Haynes International Inc. Sr.
  Sub. Notes, 13.50%                  250,000       8/15/1999         162,500
Horsehead Industries, Inc.
  Sub. Note, 14.00%                   750,000       6/01/1999         766,875
ICF Kaiser International, Inc.
  Sr. Sub. Units, 12.00%              250,000      12/31/2003         226,875
John Q. Hammons Hotels Notes,
  8.875%                              250,000       2/15/2004         233,125
Kaiser Aluminum and Chemical
  Corp. Sr. Notes, 9.875%             250,000       2/15/2002         234,375
Loews Corp. Sr. Notes, 7.00%          450,000      10/15/2023         372,555
Mail-Well Holdings, Inc. Sr.
  Notes, 0.00% to 2/14/2000,
  11.75% from 2/15/2000 to
  maturity                          1,000,000       2/15/2006         460,000
Marcus Cable Capital Co. Sr.
  Disc. Note, 0.00% to 7/31/99,
  13.50% from 8/1/99 to
  maturity                            500,000       8/01/2004         285,000
Merrill Lynch & Co., Inc.
  Equity Partnership, 0.00%         1,015,000       1/31/2000         851,331
Miles Home Services, Inc. Sr.
  Units, 12.00%                       250,000       4/01/2001         175,000
Corporate (cont'd)
Moran Energy International,
  Inc. Cv. Sub. Deb., 8.00%        $  250,000      11/01/1995        $240,938
Motels of America, Inc. Sr.                                          507,500
  Sub. Notes, 12.00%                  500,000       4/15/2004
PageMart, Inc. Sr. Disc. Exch.
  Note, 0.00% to 10/31/98,
  12.25% from 11/01/98 to
  maturity                            500,000      11/01/2003         305,000
Penda Industries, Inc. Sr.
  Notes, 10.75%                       250,000       3/01/2004         220,000
Presidio Oil Co. Sr. Sec.
  Notes, 11.50%                       500,000       9/15/2000         421,250
Presidio Oil Co. Sr. Sub. Gas
  Indexed Notes, 13.30%               200,000       7/15/2002         116,500
P.T. Indah Kiat Pulp & Paper
  Note, 12.50%                        250,000       6/15/2006         239,375
Rohr Industries, Inc. Cv. Sub.
  Note, 7.75%                         450,000       5/15/2004         515,250
SPI Holdings Inc. Sr. Notes,
  0.00% to 9/30/96, 11.50% from
  10/1/96 to maturity                 300,000      10/01/2001         135,000
Sam Houston Race Park Ltd. Sr.
  Sec. Note, 11.75%***                250,000       7/15/1999          37,500
Santa Fe Hotel Inc. First
  Mortgage Note, 11.00%               500,000      12/15/2000         485,000
Seven-Up/RC Bottling Co. of
  Southern California Notes,
  11.50%                              750,000       8/01/1999         648,750
Sheffield Steel Corp. First
  Mortgage Units, 12.00%              250,000      11/01/2001         237,500
Southwest Forest Industries,
  Inc. Sub. Deb., 12.125%             250,000       9/15/2001         251,250
Sullivan Graphics, Inc. Sr.
  Sub. Notes, 15.00%                  500,000       2/01/2000         530,000
Talley Manufacturing and
  Technology Inc. Sr.
  Note, 10.75%                        250,000      10/15/2003         232,500
Terex Corp. Sr. Sec. Notes,
  13.00%+                             203,000       8/01/1996         197,417
Terex Corp. Sr. Sub. Notes,
  13.50%                              250,000       7/01/1997         235,000
Thermoscan, Inc. Sr. Sub.
  Units, 11.50%+                      250,000       8/15/2001         250,000
Tiphook Finance Corp. Notes,
  7.125%                              148,000       5/01/1998         114,700
The accompanying notes are an integral part of the financial statements.


                                       5
<PAGE>
Corporate (cont'd)
Total Renal Care, Inc. Sr.
  Sub. Disc. Units, 0.00% to
  8/14/97, 12.00% from 8/15/97
  to maturity                      $  500,000       8/15/2004      $    435,000
Trans Ocean Container Corp.
  Sr. Sub. Notes, 12.25%              250,000       7/01/2004           240,000
Treasure Bay Gaming & Resorts,
  Inc. First Mortgage Units,
  12.25%+***                          250,000      11/15/1998            50,000
Truck Components, Inc. Sr.
  Notes, 12.25%                       250,000       6/30/2001           258,750
Trump Plaza Funding, Inc.
  First Mortgage Notes, 10.875%       500,000       6/15/2001           405,000
UCAR Global Enterprises, Inc.
  Sr. Sub. Notes, 12.00%+             250,000       1/15/2005           262,500
UCC Investors Inc. Sub. Disc.
  Notes, 0.00% to 4/30/98,
  12.00% from 5/01/98 to
  maturity                            500,000       5/01/2005           352,500
Universal Outdoor Holdings,
  Inc. Units, 0.00% to 6/30/99,
  14.00% from 7/01/99 to
  maturity                          1,000,000       7/01/2004           515,000
U.S.A. Mobile Communications,
  Inc. Sr. Notes, 14.00%              250,000      11/01/2004           262,500
U.S.A. Mobile Communications,
  Inc. Sr. Notes, 9.50%               500,000       2/01/2004           425,000
Waxman Industries, Inc. Sr.
  Sec. Notes, 12.25%                  500,000       9/01/1998           470,000
Waxman Industries, Inc. Sr.
  Sec. Units, 0.00% to
  5/31/99, 12.75% from 6/01/99
  to maturity                         928,000       6/01/2004           380,480
Wilrig A.S. Sr. Sec. Notes,
  11.25%                              750,000       3/15/2004           720,000
Wyman-Gordon Co. Sr. Notes,
  10.75%                              250,000       3/15/2003           235,000
                                                                     28,502,809
Finance/Mortgage 3.7%
Ambac Inc. Deb., 9.375%               250,000       8/01/2011           275,010
American General Finance Corp.
  Notes, 8.00%                        600,000       2/15/2000           608,034
American Southwest Financial
  Services Corp., 8.00%               541,041       8/25/2010           543,678
Finance/Mortgage (cont'd)
Beneficial Corp. Note, 9.125%      $  425,000       2/15/1998      $    442,047
Beneficial Corp. Note, 8.17%          200,000      11/09/1999           203,790
Caterpillar Financial Services
  Co. Note, 6.03%                     200,000      11/16/1995           198,994
Countrywide Mortgage Series
  1994-2 Class A-7, 6.50%             650,000       3/25/2008           629,889
Countrywide Mortgage Series
  1993-E Class A-1, 6.50%             524,041       1/25/2024           512,578
Finova Capital Corp.
  Global Notes, 9.125%                750,000       2/27/2002           794,085
First Chicago Credit Master
  Trust Series 1991-D, 8.40%          350,000       6/15/1998           354,921
Fleet Mortgage Group, Inc.
  Note, 7.25%                         400,000       1/15/1998           397,116
Fleet Mortgage Group, Inc.
  Note, 6.50%                         600,000       9/15/1999           571,302
Ford Motor Credit Co. Notes,
  8.45%                               850,000      12/30/1998           873,604
General Electric Capital Corp.
  Note, 7.625%                      1,000,000       7/24/1996         1,007,940
General Motors Acceptance
  Corp., 7.85%                        675,000      11/17/1997           679,448
General Motors Acceptance
  Corp., 8.625%                     1,000,000       6/15/1999         1,031,290
Prudential Home Mortgage
  Series 93-29 A-6, 6.75%           1,490,110       8/25/2008         1,448,655
Prudential Home Mortgage
  Series 93-54 A-21, 5.50%            425,000       1/25/2024           393,656
Residential Funding Corp.
  Series 93-S25 A-1, 6.50%            254,334       7/25/2008           245,272
Residential Funding Corp.
  Series 93-S49 A-1, 6.00%            671,531      12/25/2008           659,564
Sears Roebuck & Co. Master
  Trust Series 95-2, 8.10%            650,000       6/15/2004           667,875
Standard Credit Card Master
  Trust Series 1993-3A, 5.50%         950,000       2/07/2000           891,214
Tandy Master Trust Series
  1991-A, 8.25%                       443,892       4/15/1999           446,804
                                                                     13,876,766
Total Fixed Income Securities (Cost $132,896,323)                   130,411,291
The accompanying notes are an integral part of the financial statements.
                                       6
<PAGE>
                                                      Value
                                      Shares         (Note 1)
Equity Securities 51.9%
   Basic Industries 11.1%
Chemical 3.1%
Atlantic Richfield Co.                 57,400      $  1,435,000
Cookson Group PLC*                    170,000           571,533
Cookson Group PLC Rts.*                34,000           114,031
Daicel Chemical Industries,
  Inc.*                               160,000           865,861
E.I. duPont de Nemours & Co.           54,400         3,291,200
FMC Corp.*                             16,300           986,150
Mississippi Chemical Corp.*++          16,800           306,600
Mitsui Petrochemical Co.*             100,000           868,164
Potash Corp. of Saskatchewan,
  Inc.                                 29,400         1,308,300
P.T. Tri Polyta Indonesia ADR*         25,000           550,000
Rohm & Haas Co.                         4,500           265,500
Seagram Ltd.                           30,000           952,500
                                                     11,514,839
Diversified 2.2%
Axia Holdings Corp.*+                     750            21,375
Coltec Industries, Inc.*               45,500           784,875
Corning Inc.                          155,600         5,601,600
Johnson Controls, Inc.                 26,300         1,338,013
Mark IV Industries, Inc.               32,100           658,050
PST Holdings, Inc.*                     7,500             7,500
                                                      8,411,413
Electrical Equipment 0.1%

Union Switch & Signal, Inc.*           13,900           180,700
Forest Product 1.2%
Boise Cascade Corp.                     9,600           333,600
Bowater, Inc.                          30,000         1,072,500
Champion International Corp.            9,500           410,875
Crown Packaging Holdings Ltd.
  Wts.*+                                3,750           112,500
Equitable Bag, Inc. Cl.A*              22,619            33,928
International Paper Co.                 3,500           262,938
James River Corp. of Virginia          13,800           358,800
MacMillan Bloedel Ltd.                 33,000           418,687
Mail-Well Holdings, Inc.*+              5,000            35,000
S.D. Warren Co.+                       18,000           549,000
Westvaco Corp.                         21,200           879,800
                                                      4,467,628
Machinery 2.8%
Black & Decker Corp.                   24,400           704,550
CBI Industries, Inc.                   52,900         1,355,563
Caterpillar Inc.                       33,600         1,869,000
Chatwins Group, Inc. Wts.*                500               500
Cincinnati Milacron Inc.               40,400           924,150
Cooper Industries, Inc.                 3,400           131,750
Machinery (cont'd)
Fluor Corp.                            35,000      $  1,688,750
Harsco Corp.                            4,500           198,000
Millipore Corp.                        33,900         1,889,925
Specialty Equipment Companies,
  Inc.*                                30,000           363,750
Sundstrand Corp.                       23,800         1,198,925
Terex Corp. Rts.                          750               563
                                                     10,325,426
Metal & Mining 1.1%
Algoma Finance Corp. Pfd.*              1,600            25,159
Alumax, Inc.*                          35,100           943,312
Bohler Uddeholm                        12,000           680,760
Geneva Steel Co. Wts.*+                 7,075            45,987
Geneva Steel Co. Series B Exch.
  Pfd.*                                 2,500           280,000
Hylsamex S.A. Series B+               357,400           557,544
Kaiser Aluminum Corp. Cv. Pfd.          6,400            67,200
Mitsubishi Materials                  180,000           870,466
Sheffield Steel Corp. Wts.*             1,250             7,500
Stelco, Inc. Series C Cv. Pfd.          6,400            96,570
Timken Co.                             14,700           521,850
                                                      4,096,348
Railroad 0.5%
CSX Corp.                              17,000         1,338,750
Southern Pacific Rail Corp.            25,600           448,000
                                                      1,786,750
Truckers 0.1%
Arkansas Best Corp.                    40,800           433,500
Total Basic Industries                               41,216,604

Consumer Cyclical 11.9%
Airline 0.1%
Air Express International
  Corp.*                               18,450           470,475
CHC Helicopter Corp. Wts.*              2,000             2,000
                                                        472,475
Automotive 1.4%
Douglas & Lomason Co.                  20,000           330,000
General Motors Corp.                   16,000           708,000
Harvard Industries, Inc. Cl. B*         1,000            17,375
Harvard Industries, Inc. 14.25%
  Exch. Pfd.**                         10,192           279,006
Lear Seating Corp.*                   124,730         2,245,140
Renault Group*                         44,000         1,536,203
                                                      5,115,724
Building 0.7%
Cameron Ashley, Inc.*                   8,700           139,200
Waxman Industries, Inc. Wts.*+         29,500             3,687
The accompanying notes are an integral part of the financial statements.

                                       7
<PAGE>

Building (cont'd)
Cementos Paz Del Rio SA ADR+           15,000      $   270,000
Fleetwood Enterprises Inc.             55,500        1,311,187
Hanson PLC ADR                         27,900          526,613

Lafarge Corp.                          14,000          262,500
Miles Homes Services, Inc.
  Wts.*                                 3,000            1,500
                                                     2,514,687
Hotel & Restaurant 2.0%
Apple South, Inc.                      16,500          257,813
Au Bon Pain Company, Inc.*             19,700          268,412
IHOP Corp*                             24,300          715,331
Mirage Resorts, Inc.*                  84,950        2,378,600
Motels of America, Inc.+                  500           40,000
Outback Steakhouse, Inc.*              13,500          342,563
Primadonna Resorts, Inc.*              15,200          380,000
Promus Companies, Inc.*                64,200        2,407,500
Station Casinos, Inc.*                 63,400          729,100
                                                     7,519,319
Recreation 3.5%
Acclaim Entertainment, Inc.*           20,200          350,975
American Telecasting, Inc.
  Wts.*                                 1,250            1,250
Boomtown, Inc. Wts.*                      500              250
Brunswick Corp.                        42,400          853,300
Comcast Corp. Cl. A                    57,800          899,513
Comcast Corp. Cl. A Special            90,100        1,407,813
Walt Disney Co.                        51,300        2,738,138
Gaylord Entertainment Co. Cl. A        11,700          307,125
Goldriver Hotel & Casino Corp.
  Cl. B*                               20,000           20,000
Goldriver Hotel & Casino Corp.
  Liquidation Trust Units*#           500,000            6,350
Infinity Broadcasting Corp. Cl.
  A*                                   20,225          844,394
Lewis Galoob Toys Inc. Cv.
  Pfd.*                                40,000          600,000
Pyramid Communications, Inc.
  Cl. B*+                                 700           31,404
Pyramid Communications, Inc.
  Series C Exch. Pfd.*+                22,597          531,032
Radica Games Ltd.*                     10,500           38,063
Renaissance Communications
  Corp.*                               16,900          545,025
Taj Mahal Holdings Corp. Cl. A*         3,821           30,568
Viacom, Inc. Cl. B*                    85,283        3,816,414
                                                    13,021,614
Retail Trade 3.7%
Central Rents, Inc. Wts.*                 750           20,625
Color Tile, Inc. Pfd.*                  5,000          115,000
Color Tile, Inc. Pfd.*+                15,000          345,000
Department 56, Inc.*                   17,900          713,763
Discount Auto Parts, Inc.*              8,400          201,600
Ethan Allen Interiors Inc.*            16,700          348,613
Retail Trade (cont'd)
Federated Department Stores,
  Inc.*                                42,800      $   946,950
Finlay Enterprises, Inc. Cl. A*         1,333           14,663
Food 4 Less Holdings, Inc.
  Wts.*#                                  584           52,058
Gymboree Corp.*                        27,800          705,425
May Department Stores Co.              15,900          588,300
Peebles, Inc.*#                         8,000          152,960
Penn Traffic Co.*                      37,600        1,287,800
J.C. Penney, Inc.                      33,800        1,516,775
Safety 1st, Inc.*                      15,700          402,312
Sears Roebuck & Co.                     9,700          517,738
Stop & Shop Companies, Inc.*           27,000          648,000
Supermarkets General Holding
  Corp.
  Exch. Pfd.*                          14,198          340,752
Tandy Corp.                            72,800        3,476,200
Woolworth Corp.                        81,000        1,488,375
                                                    13,882,909
Textile & Apparel 0.5%
Authentic Fitness Corp.*               43,500          696,000
Norton McNaughton, Inc.*               21,000          372,750
Warnaco Group, Inc. Cl. A              49,000          875,875
                                                     1,944,625
Total Consumer Cyclical                             44,471,353

Consumer Staple 6.7%
Business Service 0.4%
Acme Boot Co.+                            250              250
Franklin Quest Co.*                    12,000          378,000
La Petite Holdings Corp. Red.
  Exch. Pfd.*                          22,000          550,000
PageMart, Inc. Wts.*+                   2,300            7,475
Universal Outdoor Holdings,
  Inc. Wts.*                            1,000           40,000
Vestar/LPA Investment Corp.*+           1,375           19,250
Viking Office Products, Inc.*          13,200          409,200
                                                     1,404,175
Container 0.2%
Ball Corp.                              9,800          336,875
Owens-Illinois, Inc.                   23,900          268,875
                                                       605,750
Drug 0.3%
Arris Pharmaceutical Corp.*            25,700          179,900
Cyto Therapeutic, Inc.*                19,900          136,812
Rexall Sundown, Inc.*                  14,300          146,575
Yamanouchi Pharmaceutical Co.          30,000          656,304
                                                     1,119,591
The accompanying notes are an integral part of the financial statements.


                                       8
<PAGE>
Food & Beverage 0.8%
Coca-Cola Enterprises, Inc.            21,100      $    440,463
Dr. Pepper Bottling Co. Cl. A*         56,000           196,000
LVMH Moet Hennessy Louis
  Vuitton*                              4,400           862,799
Pepsi Co, Inc.                         42,300         1,649,700
                                                      3,148,962
Hospital Supply 3.8%
Abbott Laboratories                    65,800         2,344,125
Advocat, Inc.*                         14,200           181,050
Community Health Systems, Inc.         26,300           828,450
Genesis Health Ventures, Inc.*         13,500           421,875
Grancare, Inc.*                        19,900           338,300
Healthcare Compare Corp.*              19,900           661,675
Healthsource Inc.*                      9,900           469,013
Heart Technology, Inc.*                 8,900           166,875
I-Stat Corp.*                           5,100           127,500
IDEXX Laboratories, Inc.*               4,400           182,600
Mariner Health Group, Inc.*            23,300           451,437
Maxicare Health Plans, Inc.*           30,400           528,200
Multicare Companies, Inc.*             17,400           374,100
Owens & Miner, Inc.                    25,500           331,500
Pyxis Corp.                            17,700           367,275
Rightchoice Managed Care, Inc.
  Cl. A*                                9,500           171,000
Rotech Medical Corp.*                   2,800            87,500
Sierra Health Services, Inc.*          22,900           752,838
United Healthcare Corp.                74,300         3,473,525
Vencor, Inc.*                          28,350         1,009,969
Vivra, Inc.*                           21,100           680,475
Wellcare Management Group,
  Inc.*                                 2,900            99,325
                                                     14,048,607
Personal Care 0.4%
Procter & Gamble Co.                   24,900         1,649,625

Printing & Publishing 0.8%
British Sky Broadcasting Group
  ADR                                   2,800            68,950
Dimac Corp.*                            2,774            38,142
General Media Inc. Wts.*+                 500             5,625
K-III Communications Corp.
  Series B Exch. Pfd.**                 3,133           303,901
News Corp. Ltd. ADR                   136,800         2,616,300
Sullivan Holdings, Inc.*                  148            53,467
                                                      3,086,385
Total Consumer Staple                                25,063,095

Energy 3.7%
Oil 3.3%
Anadarko Petroleum Corp.++             62,900         2,751,875
Ashland Oil, Inc.                       9,300           331,313
Imperial Oil Ltd.                      25,700           915,562
Oil (cont'd)
Louisiana Land & Exploration
  Co.++                                59,400      $  2,220,075
Mitchell Energy & Development
  Corp. Cl. B                          19,300           340,163
Phillips Petroleum Co.                 67,900         2,486,838
Tosco Corp.                            35,000         1,085,000
Total S.A.                             12,600           751,441
Ultramar Corp.                          9,900           257,400
Unocal Corp.                           38,400         1,104,000
                                                     12,243,667
Oil Service 0.4%
Coflexip ADR*                          24,500         1,350,073
Total Energy                                         13,593,740

Finance 6.0%
Bank 2.0%
H.F. Ahmanson & Co.                    29,700           534,600
BankAmerica Corp.                      39,900         1,925,175
Baybanks, Inc.                          4,000           258,000
Chase Manhattan Corp.                  20,300           723,187
Citicorp*                              46,300         1,967,750
Mellon Bank Corp.                       6,300           256,725
NationsBank Corp.                      14,200           720,650
Riverbank American Non-cum.
  Pfd.                                 20,000           440,000
West One Bancorp                       23,600           643,100
                                                      7,469,187
Financial Service 0.8%
Federal Home Loan Mortgage
  Corp.                                24,500         1,482,250
Federal National Mortgage
  Association                           7,800           634,725
Money Store, Inc.                      24,300           610,538
United Companies Financial
  Corp.                                 4,960           173,600
                                                      2,901,113
Insurance 3.2%
Ace Ltd.*                              28,900           729,725
AMBAC, Inc.                            16,100           654,063
American Re Corp.*                     32,800         1,148,000
Chubb Corp.                            38,600         3,049,400
Equitable Companies, Inc.              64,700         1,423,400
General Re Corp.                       15,800         2,085,600
Horace Mann Educators Corp.             3,300            73,012
Mutual Risk Management Ltd.            12,400           345,650
NAC Re Corp.                           11,400           344,850
National Re Corp.                      15,400           450,450
Progressive Corp. of Ohio               4,600           186,875
Safeco Corp.                           22,400         1,226,400
20th Century Industries, Inc.          26,600           312,550
                                                     12,029,975
Total Finance                                        22,400,275
The accompanying notes are an integral part of the financial statements.

                                       9
<PAGE>

Science & Technology 9.3%
Aerospace 0.7%
Boeing Co.                             29,700      $  1,600,088
Ladish Company, Inc.*                  52,000            39,000
Sequa Corp.*                           30,000           877,500
                                                      2,516,588
Computer Software & Service 2.3%
Atlantec Corp.*                         9,000           402,750
Computervision Corp.*                 400,000         2,000,000
FTP Software, Inc.*                    25,500           809,625
General Motors Corp. Cl. E             20,200           785,275
Hyperion Software Corp.*               20,800           972,400
ITI Technologies, Inc.*                18,500           467,125
Intersolv, Inc.*                       21,000           336,000
Keane, Inc.*                           19,100           463,175
Mattson Technologies, Inc.*            10,100           229,775
Progress Software Corp.*                6,100           317,200
Softkey Software Products,
  Inc.*                                14,100           384,225
Symantec Corp.*                        41,500           954,500
TGV Software, Inc.*                    10,200           229,500
Wonderware Corp.                        7,200           228,600
                                                      8,580,150
Electronic 5.3%
AMP, Inc.                              35,200         1,267,200
Credence Systems Corp.*                 8,600           268,750
Electroglas, Inc.*                     21,900           958,125
L.M. Ericsson Telephone Co. Cl.
  B ADR*                               43,100         2,664,119
L.M. Ericsson Telephone Co.            20,000         1,241,723
FSI International, Inc.*               11,600           468,350
Intel Corp.*                           37,300         3,165,838
Itron, Inc.*                           19,300           453,550
Motorola, Inc.                         21,000         1,147,125
Nokia Corp. Pfd.                        9,600         1,409,252
Perkin-Elmer Corp.                    150,400         4,380,400
Planar Systems, Inc.*                  17,700           371,700
Tektronix, Inc.*                       34,400         1,376,000
Tencor Instruments                      9,300           551,025
                                                     19,723,157
Office Equipment 1.0%
Sequent Computer Systems, Inc.         20,700           341,550
Syquest Technology, Inc.*              19,800           240,075
Xerox Corp.                            26,000         3,051,750
                                                      3,633,375
Total Science & Technology                           34,453,270

Utility 3.2%
Electric 0.4%
Central Costanera S.A. de C.V.*       200,000      $    589,941
Empresa Nacional de
  Electricidad S.A. ADR                20,000           853,418
                                                      1,443,359
Natural Gas 1.0%
Broken Hill Proprietary Ltd.
  ADR                                  68,000           891,182
Coastal Corp.                          44,000         1,265,000
Transportadora de Gas del Sur
  S.A. ADR                            887,500         1,686,081
                                                      3,842,263
Telephone 1.8%
ALC Communications Corp.*              12,300           419,737
Air Touch Communications, Inc.*        63,800         1,738,550
Allen Group, Inc.                      29,400           727,650
Cidco Inc.*                            12,400           373,550
Cointel Prides*                        20,000           995,000
Southern New England Telecom
  Corp.                                19,600           654,150
Sprint Corp.*                          20,500           684,188
Tele Danmark AS Cl. B ADR               9,750           515,418
Vodafone Group PLC                    200,000           643,227
                                                      6,751,470
Total Utility                                        12,037,092
Total Equity Securities (Cost
  $174,706,733)                                     193,235,429

Equity Securities--Inflation Responsive Investments 10.3%
Basic Industries 3.7%
Chemical 0.3%
Cominco Fertilizers Ltd.*              40,000         1,118,576
Forest Product 0.2%
St. Laurent Paperboard, Inc.*@         45,000           675,434

Metal & Mining 3.2%
Aber Resources Ltd.*                   60,000           326,250
Birmingham Steel Co.                   30,000           607,500
Coeur d'Alene Mines Corp.              20,000           370,000
Crown Resources Corp.*                 75,000           328,125
Cyprus Amax Minerals Co.@             108,900         3,090,038
Dia Met Minerals Ltd. Cl. A*            2,000            14,116
Dia Met Minerals Ltd. Cl. B*           20,000           157,244
Echo Bay Mines Ltd.                    50,000           518,750
Falconbridge Ltd.*                     40,000           671,860
The accompanying notes are an integral part of the financial statements.

                                       10
<PAGE>

Metal and Mining (cont'd)
Freeport-McMoRan, Inc.                 50,000      $   906,250
Gibralter Mines Ltd.                   30,000          144,736
Great Lakes Minerals, Inc.*           250,000          321,635
Kinross Gold Corp.*                   100,000          562,500
Magma Copper Co. Cl. B*               100,000        1,737,500
Novicourt, Inc.*                       50,000          153,670
Nucor Corp.                            10,000          562,500
Rio Algom Ltd.                         40,000          717,500
Santa Fe Pacific Gold Corp.*           20,000          252,500
Southernera Resources Ltd.*           100,000          115,789
TVX Gold, Inc.*                        70,000          463,750
                                                    12,022,213
Total Basic Industries                              13,816,223

Consumer Cyclical 0.2%
Building 0.2%
Giant Cement Holdings, Inc.*           67,000          770,500
Total Consumer Cyclical                                770,500

Energy 5.1%
Oil 4.1%
Arakis Energy Corp.*                   10,900           78,344
Barrett Resources Corp.*               30,000          648,750
Basin Exploration, Inc.*               20,000          176,250
Box Energy Corp. Cl. B*                24,000          213,000
Tom Brown Inc.*@                       74,600        1,156,300
CS Resources Ltd.*                    100,000          616,468
Coda Energy, Inc.*                     45,400          266,725
Crystal Oil Co.*                       10,000          312,500
Discovery West Corp.*                  50,000          146,523
Forest Oil Corp.*                      60,000          138,750
Fortune Energy, Inc.*                  21,975            9,738
Garnet Resources Corp.*                25,000           71,875
Gerrity Oil & Gas Corp.*               70,000          271,250
Global Natural Resources, Inc.*       165,000        1,278,750
Intensity Resources Ltd.*             161,300          332,031
Inverness Petroleum Ltd.*              30,000          176,899
Morgan Hydrocarbons, Inc.*            250,000          643,271
Nuevo Energy Co.*@                     28,100          554,975
Optima Petroleum Corp.*                33,300           74,925
Oil (cont'd)
Pan East Petroleum, Inc.*              50,000      $   107,212
Phoenix Resource Cos., Inc.*          120,000        2,610,000
Plains Resources Inc.*                104,800          812,200
Ranchmens Resources Ltd.*              35,000          143,842
Ranger Oil Ltd.*@                     316,600        2,097,475
Stampeder Exploration Ltd.             30,000          128,654
Summit Resources Ltd.                  50,000          330,570
Swift Energy Co.*                      31,850          302,575
Tatham Offshore, Inc.*                 20,000          130,000
Tipperary Corp.                        15,300           95,625
Ulster Petroleum Ltd.                 175,000          562,862
Ultra Petroleum Corp.*                 50,000           66,114
United Meridian                        13,500          189,000
Wascana Energy, Inc.*                  65,000          551,694
Clayton Williams Energy, Inc.          30,000          135,000
                                                    15,430,147
Oil Service 1.0%
BJ Services Co.*                        8,000          164,000
Energy Ventures, Inc.*                 30,000          393,750
Grant Geophysical, Inc.*               30,000           84,375
Input/Output, Inc.*                    14,400          379,800
Landmark Graphics Corp.*               18,200          341,250
J. Ray McDermott S.A.                   6,500          175,500
Noble Drilling Corp.*                 160,500          983,063
Nowsco Well Service Ltd.@              72,400          805,450
Scientific Software-Intercomp
  Inc.*                                40,000          240,000
                                                     3,567,188
Total Energy                                        18,997,335

Utility 1.3%
Natural Gas 1.3%
ENSERCH Corp.@                        167,700        2,494,538
TransTexas Gas Corp.*                 188,400        2,119,500
                                                     4,614,038
Total Utility                                        4,614,038
Total Equity
  Securities--Inflation
  Responsive Investments (Cost
  $41,808,013)                                      38,198,096

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

                                       11
<PAGE>
                                     Principal      Maturity          Value
                                       Amount         Date           (Note 1)

Cash Equivalents 7.5%
American Express Credit Corp.,
  5.90%                              $  532,000     4/6/1995       $    532,000
Chevron Oil Finance Co., 5.85%        3,922,000     4/5/1995          3,922,000
Ford Motor Credit Co., 5.89%          6,780,000     4/3/1995          6,780,000
Ford Motor Credit Co., 5.96%          8,814,000     4/6/1995          8,814,000
Household Finance Corp., 5.95%        7,812,000     4/4/1995          7,812,000
Total Cash Equivalents (Cost $27,860,000)                            27,860,000
Total Investments (Cost $377,271,069)--104.7%                       389,704,816
Cash and Other Assets, Less Liabilities--(4.7)%                     (17,521,643)
Net Assets--100.0%                                                 $372,183,173



Federal Income Tax Information:
At March 31, 1995, the
  net unrealized
  appreciation of
  investments based on
  cost for Federal
  income tax purposes
  of $377,958,048 was
  as follows:
Aggregate gross
  unrealized
  appreciation for all
  investments in which
  there is an excess of
  value over tax cost        $ 25,902,446
Aggregate gross
  unrealized
  depreciation for all
  investments in which
  there is an excess of
  tax cost over value         (14,155,678)
                             $ 11,746,768


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

  * Nonincome-producing securities.

 ** Payments of income may be made in cash or in the form of additional
    securities.

*** Security is in default.

  # Security valued under consistently applied procedures established by the
    Trustees. Security restricted as to public resale. The total cost and
    market value of restricted securities owned at March 31, 1995 were $108,762
    and $211,368 (0.06% of net assets), respectively.


  + 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 March 31, 1995 were $6,376,601 and $5,255,871
    (1.41% of net assets), respectively.


 ++ 5,000 shares of Anadarko Petroleum Corp., 25,000 shares of Louisiana Land &
    Exploration Co., 8,200 shares of Mississippi Chemical Corp. are considered
    by the Adviser to be part of Inflation Responsive Investments.

  @ 14,600 shares of Tom Brown, Inc., 48,900 shares of Cyprus Amax Minerals
    Co., 2,300 shares of Nuevo Energy Co., 67,700 shares of ENSERCH Corp.,
    17,400 shares of Nowsco Well Service Ltd., 66,600 shares of Ranger Oil Ltd.
    and 20,000 shares of St. Laurent Paperboard, Inc. are considered by the
    Adviser to be part of Equity Securities.

TBA Represents "TBA" (to be announced) purchase commitment to purchase
    securities for a fixed unit price at a future date beyond customary
    settlement time. Although the unit price has been established, the
    principal value has not been finalized.

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

                                       12
<PAGE>

Forward currency exchange contracts outstanding at March 31, 1995 are as
follows:
<TABLE>
<CAPTION>
                                                                                       Unrealized
                                                                     Contract         Appreciation      Delivery
                                                   Total Value         Price         (Depreciation)       Date
<S>                                            <C>                   <C>                <C>              <C>
Sell Australian dollars, buy U.S. dollars          2,000,000 AUD      .74200 AUD        $  17,650        4/13/95
Sell Australian dollars, buy U.S. dollars          3,242,306 AUD      .74490 AUD           36,096        5/16/95
Sell Australian dollars, buy U.S. dollars          1,087,701 AUD      .73610 AUD            2,356        5/24/95
Sell Canadian dollars, buy U.S. dollars              535,926 CAD      .70572 CAD           (3,136)       4/24/95
Sell Canadian dollars, buy U.S. dollars              953,000 CAD      .70646 CAD           (6,111)       5/16/95
Sell Canadian dollars, buy U.S. dollars              836,588 CAD      .71141 CAD           (1,223)       5/16/95
Sell Danish krone, buy U.S. dollars                3,460,000 DKK      .16480 DKK          (64,351)       4/24/95
Sell Danish krone, buy U.S. dollars               19,993,300 DKK      .17630 DKK         (139,279)       5/16/95
Sell Danish krone, buy U.S. dollars                7,127,750 DKK      .16745 DKK         (112,781)       5/16/95
Sell Danish krone, buy U.S. dollars                4,324,150 DKK      .17149 DKK          (50,768)       5/24/95
Sell Deutsche marks, buy U.S. dollars              4,757,700 DEM      .71721 DEM          (52,229)       5/24/95
Sell Italian lira, buy U.S. dollars              606,626,890 ITL      .00059 ITL            3,820        5/16/95
Sell Italian lira, buy U.S. dollars              935,635,680 ITL      .00062 ITL           30,810        5/16/95
Sell Italian lira, buy U.S. dollars              683,900,000 ITL      .00062 ITL           22,533        5/16/95
Sell Italian lira, buy U.S. dollars            1,470,000,000 ITL      .00059 ITL            3,095        5/16/95
Sell Italian lira, buy U.S. dollars              864,900,000 ITL      .00061 ITL           23,617        5/24/95
Sell Pound sterling, buy U.S. dollars                914,100 GBP     1.56800 GBP          (47,159)       4/24/95
Sell Pound sterling, buy U.S. dollars                578,000 GBP     1.58110 GBP          (21,395)       5/24/95
Sell Spanish peseta, buy U.S. dollars             23,250,000 ESP      .00767 ESP           (4,560)       5/16/95
Sell Spanish peseta, buy U.S. dollars             21,215,000 ESP      .00762 ESP           (5,191)       5/16/95
Sell Spanish peseta, buy U.S. dollars             62,350,000 ESP      .00764 ESP          (14,275)       5/16/95
Sell Spanish peseta, buy U.S. dollars            140,000,000 ESP      .00768 ESP          (26,797)       5/16/95
Sell Spanish peseta, buy U.S. dollars            108,400,000 ESP      .00769 ESP          (18,421)       5/24/95
                                                                                        $(427,699)
</TABLE>
The accompanying notes are an integral part of the financial statements.


                                       13
<PAGE>

Statement of Assets and Liabilities
March 31, 1995

Assets
Investments, at value (Cost $377,271,069) (Note 1)          $389,704,816
Cash                                                               5,286
Receivable for securities sold                                 6,900,119
Interest and dividends receivable                              2,544,170
Receivable for fund shares sold                                  377,630
Receivable from Distributor (Note 3)                             140,644
Receivable for open forward contracts                            139,977
Other assets                                                      66,873
                                                             399,879,515
Liabilities
Payable for securities purchased                              26,024,148
Payable for open forward contracts                               567,676
Payable for fund shares redeemed                                 282,814
Accrued management fee (Note 2)                                  232,656
Accrued distribution fee (Note 5)                                173,777
Accrued transfer agent and shareholder services
  (Note 2)                                                       150,099
Dividends payable                                                107,510
Accrued trustees' fees (Note 2)                                    7,856
Other accrued expenses                                           149,806
                                                              27,696,342
Net Assets                                                  $372,183,173
Net Assets consist of:
 Undistributed net investment income                        $  1,018,118
 Unrealized appreciation of investments                       12,433,747
 Unrealized depreciation of forward contracts
   and foreign currency                                         (424,954)
 Accumulated net realized loss                               (12,755,387)
 Shares of beneficial interest                               371,911,649
                                                            $372,183,173
Net Asset Value and redemption price per share of
  Class A shares ($181,357,717 / 20,697,855 shares of
  beneficial interest)                                               $8.76
Maximum Offering Price per share of Class A shares
  ($8.76 / .955)                                                     $9.17
Net Asset Value and offering price per share of Class
  B shares ($152,250,575 / 17,423,324 shares of
  beneficial interest)*                                              $8.74
Net Asset Value, offering price and redemption price
  per share of Class C shares ($25,802,975 / 2,943,770
  shares of beneficial interest)                                     $8.77
Net Asset Value and offering price per share of Class
  D shares ($12,771,906 / 1,460,284 shares of
  beneficial interest)*                                              $8.75

* 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 March 31, 1995

Investment Income
Interest, net of foreign taxes of $45,736                   $ 11,837,812
Dividends, net of foreign taxes of $71,207                     3,099,275
                                                              14,937,087
Expenses
Management fee (Note 2)                                        2,564,590
Transfer agent and shareholder services (Note 2)               1,171,091
Custodian fee                                                    335,810
Registration fees                                                191,236
Reports to shareholders                                          115,209
Distribution fee--Class A (Note 5)                               447,030
Distribution fee--Class B (Note 5)                             1,277,012
Distribution fee--Class D (Note 5)                               109,939
Audit fee                                                         54,424
Trustees' fees (Note 2)                                           25,102
Legal fees                                                        18,208
Miscellaneous                                                      7,105
                                                               6,316,756
Expenses borne by the Distributor (Note 3)                    (1,062,971)
                                                               5,253,785
Net investment income                                          9,683,302
Realized and Unrealized Gain (Loss)
  on Investments, Foreign Currency
  and Forward Contracts
Net realized loss on investments (Notes 1 and 4)             (12,175,757)
Net realized loss on forward contracts and foreign
  currency (Note 1)                                           (2,622,262)
  Total net realized loss                                    (14,798,019)
Net unrealized appreciation of investments                    10,287,612
Net unrealized depreciation of forward contracts
  and foreign currency                                           (99,349)
  Total net unrealized appreciation                           10,188,263
Net loss on investments, foreign currency and forward
  contracts                                                   (4,609,756)
Net increase in net assets resulting from operations        $  5,073,546
The accompanying notes are an integral part of the financial statements.


                                       14
<PAGE>

Statement of Changes in Net Assets
March 31, 1995

                                           Year ended March 31
                                         1995               1994

Increase (Decrease) in Net Assets
Operations:
Net investment income                $  9,683,302       $  4,198,909
Net realized gain (loss) on
  investments, foreign currency
  and forward contracts*              (14,798,019)         8,956,207
Net unrealized appreciation
  (depreciation) of investments,
  foreign currency and forward
  contracts                            10,188,263         (4,601,368)
Net increase resulting from
  operations                            5,073,546          8,553,748
Dividends from net investment income:
 Class A                               (3,550,468)        (3,076,231)
 Class B                               (1,701,801)          (673,462)
 Class C                                 (551,533)          (425,534)
 Class D                                 (145,276)           (54,466)
                                       (5,949,078)        (4,229,693)
Distributions from net realized gains:
 Class A                               (2,686,125)        (8,710,939)
 Class B                               (1,571,333)          (988,753)
 Class C                                 (352,065)          (411,515)
 Class D                                 (134,219)           (67,101)
                                       (4,743,742)       (10,178,308)
Net increase from fund share
  transactions
  (Note 6)                             99,996,131        190,123,317
Total increase in net assets           94,376,857        184,269,064
Net Assets
Beginning of period                   277,806,316         93,537,252
End of period (including
  undistributed
  (overdistributed) net
  investment income of
  $1,018,118 and $(381,760),
  respectively)                      $372,183,173       $277,806,316
* Net realized gain (loss) for
  Federal income tax purposes
  (Note 1)                           $ (2,823,098)      $  9,536,372

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

Notes to Financial Statements

Note 1

MetLife-State Street Research Managed Assets, formerly MetLife-State Street
Managed Assets (the "Fund") is a series of MetLife-State Street Income Trust
(the "Trust"), which was organized as a Massachusetts business trust in
December, 1985 and is registered under the Investment Company Act of 1940, as
amended, as an open-end management investment company. The Fund commenced
operations in December, 1988. The Trust consists presently of three separate
funds: MetLife-State Street Research Managed Assets, MetLife-State Street
Research High Income Fund and MetLife-State Street Research Government
Securities Fund.

The Fund offers four classes of shares. Class A shares are subject to an
initial sales charge of up to 4.50% and an annual service fee of 0.25% of
average daily net assets. Investments of $1 million or more in Class A shares,
which are not subject to any initial sales charge, are subject to a 1%
contingent deferred sales charge if redeemed within one year of purchase. Class
B shares are subject to a contingent deferred sales charge on certain
redemptions made within five years of purchase and pay annual distribution and
service fees of 1.00%. Class B shares automatically convert into Class A shares
(which pay lower ongoing expenses) at the end of eight years after the issuance
of the Class B shares. Class C shares are only offered to certain employee
benefit plans and large institutions. No sales charge is imposed at the time of
purchase or redemption of Class C shares. Class C shares do not pay any
distribution or service fees. Class D shares are subject to a contingent
deferred sales charge of 1.00% on any shares redeemed within one year of their
purchase. Class D shares also pay annual distribution and service fees of
1.00%. The Fund's expenses are borne pro-rata by each class, except that each
class bears expenses, and has exclusive voting rights with respect to
provisions of the Plan of Distribution, related specifically to that class. The
Trustees declare separate dividends on each class of shares.

The following significant accounting 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 Valuation

Values for listed equity securities reflect final sales 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 closing prices
supplied through such system. If not quoted on the NASDAQ system, such
securities are valued at prices obtained from independent brokers. In the
absence of recorded sales, valuations are at the mean of the closing bid and
asked quotations. Fixed income securities are valued by a pricing service,
which utilizes market transactions, quotations from dealers, and various
relationships among securities in determining value. Short-term securities
maturing within sixty days are valued at amortized cost. Other securities, if
any, are valued at their fair value as determined in good faith under
consistently applied procedures established by and under the supervision of the
Trustees.


                                       15
<PAGE>

B. Forward Contracts and Foreign Currencies

 The fund enters into forward foreign currency exchange contracts in order to
hedge its exposure to changes in foreign currency exchange rates on its foreign
portfolio holdings and to hedge certain purchase and sale commitments
denominated in foreign currencies. A forward foreign currency exchange contract
is an obligation by the Fund to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the origination date of
the contract. Forward foreign currency exchange contracts establish an exchange
rate at a future date. These contracts are transferable in the interbank market
conducted directly between currency traders (usually large commercial banks)
and their customers. Risks may arise from the potential inability of a
counterparty to meet the terms of a contract and from unanticipated movements
in the value of foreign currencies relative to the U.S. dollar. The aggregate
principal amount of forward currency exchange contracts is recorded in the
Fund's accounts. All commitments are marked-to-market at the applicable
transaction rates resulting in unrealized gains or losses. The Fund records
realized gains or losses at the time the forward contracts are extinguished by
entry into a closing contract or by delivery of the currency. Neither spot
transactions nor forward currency exchange contracts eliminate fluctuations in
the prices of the Fund's portfolio securities or in foreign exchange rates, or
prevent loss if the price of these securities should decline.

Securities quoted in foreign currencies are translated into U.S. dollars at the
current exchange rate. Gains and losses that arise from changes in exchange
rates are not segregated from gains and losses that arise from changes in
market prices of investments.

C. Security Transactions

Security transactions are accounted for on the trade date (date the order to
buy or sell is executed). Realized gains or losses are reported on the basis of
identified cost of securities delivered.

D. Net Investment Income

Net investment income is determined daily and consists of interest and
dividends accrued and discount earned, less the estimated daily expenses of the
Fund. Interest income is accrued daily as earned. Dividend income is accrued on
the ex-dividend date. Discount on debt obligations is amortized under the
effective yield method. Certain fixed income securities held by the Fund pay
interest or dividends in the form of additional securities (payment-in-kind
securities). Interest income on payment-in-kind fixed income securities is
recorded using the effective-interest method. Dividend income on
payment-in-kind preferred securities is recorded at the market value of
securities received. The Fund is charged for expenses directly attributable to
it, while indirect expenses are allocated among all funds in the Trust.

E. Dividends

Dividends from net investment income are declared and paid or reinvested
quarterly. 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. The difference is primarily due to differing treatments
for foreign currency transactions, paydown gains and losses and wash sale
deferrals.

F. Federal Income Taxes

No provision for Federal income taxes is necessary because 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. At March 31, 1995, the Fund had a capital
loss carryforward of $2,823,098 available, to the extent provided in
regulations, to offset future capital gains, if any, which expires on March 31,
2003.

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, 1994
through March 31, 1995, the Fund incurred net capital losses of approximately
$9,217,000 and intends to defer and treat such losses as arising in the fiscal
year ending March 31, 1996.

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 0.75% of the Fund's average daily net assets.
In consideration of these fees, the Adviser furnishes the Fund with management,
investment advisory, statistical and research facilities and services. The
Adviser also pays all salaries, rent and certain other expenses of management.
During the year ended March 31, 1995, the fees pursuant to such agreement
amounted to $2,564,590.

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. In addition, Metropolitan receives a fee for maintenance of
the accounts of certain shareholders who are participants in sponsored
arrangements, such as employee benefit plans, through or under which shares of
the Fund may be purchased. During the year ended March 31, 1995, the amount of
such expenses was $310,318.

The fees of the Trustees not currently affiliated with the Adviser amounted to
$25,102 during the year ended March 31, 1995.

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 March 31, 1995, the amount of such expenses assumed by
the Distributor and its affiliates was $1,062,971.

Note 4

For the year ended March 31, 1995, purchases and sales of securities, exclusive
of short-term obligations and forward foreign currency


                                       16
<PAGE>

exchange contracts, aggregated $396,468,986 and $290,491,526 (including
$122,338,288 and $102,896,631 of U.S. Government obligations), 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 March 31, 1995, fees pursuant to such plan amounted to $447,030,
$1,277,012 and $109,939 for Class A, Class B and Class D shares, respectively.

The Fund has been informed that the Distributor and MetLife Securities, Inc., a
wholly-owned subsidiary of Metropolitan, earned initial sales charges
aggregating $198,230 and $1,353,232, respectively, on sales of Class A shares
of the Fund during the year ended March 31, 1995, and that MetLife Securities,
Inc. earned commissions aggregating $2,430,895 and $53 on sales of Class B and
Class D shares, respectively, and the Distributor collected contingent deferred
sales charges aggregating $657, $451,301 and $7,564 on redemptions of Class A,
Class B and Class D shares, respectively during the same period.

Note 6

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

At March 31, 1995, Metropolitan owned 23,306 Class A shares and 59,315 Class D
shares of the Fund and the Distributor owned one Class A share of the Fund.

Share transactions were as follows:

                                        Year ended March 31
                               1995                          1994
Class A               Shares         Amount         Shares           Amount
Shares sold          6,602,965    $ 57,372,536     10,442,962     $ 96,214,351
Issued upon
  reinvestment
  of:
 Dividends from
  net investment
  income               392,651       3,377,080        322,498        2,915,135
 Distributions
  from net
  realized gains       297,451       2,584,847        958,393        8,393,862
Shares
  repurchased       (5,156,516)    (44,295,455)    (3,619,570)     (32,581,833)
Net increase         2,136,551    $ 19,039,008      8,104,283     $ 74,941,515

                                                           June 1, 1993
                                                         (Commencement of
                                                   Share Class Designations) to
                                                          March 31, 1994
Class B              Shares         Amount          Shares            Amount
   Shares sold     10,279,851     $88,909,733      9,419,196        $87,131,459
Issued upon
  reinvestment
  of:
 Dividends from
  net investment
  income              189,138       1,630,253         69,475            626,074
 Distributions
  from net
  realized gains      176,093       1,524,943        105,681            959,585
Shares
 repurchased       (2,549,340)    (21,785,748)      (266,770)        (2,450,176)
Net increase        8,095,742    $ 70,279,181      9,327,582        $86,266,942

Class C                  Shares        Amount            Shares           Amount
Shares sold         1,583,387    $ 13,778,442      2,718,736        $24,514,943
Issued upon
 reinvestment
 of:
 Dividends from
  net investment
  income               63,889         549,690         47,360            425,534
 Distributions
  from net
  realized gains       40,418         351,228         45,129            411,515
Shares
 repurchased       (1,139,442)     (9,788,334)      (415,707)        (3,810,851)
Net increase          548,252    $  4,891,026      2,395,518        $21,541,141

Class D               Shares         Amount           Shares           Amount
Shares sold           844,434    $  7,326,800        826,147        $ 7,652,126
 Dividends from
  net investment
  income               14,873         128,335          1,771             15,830
 Distributions
  from net
  realized gains       14,278         123,793          7,306             66,416
Shares
 repurchased         (209,961)     (1,792,012)       (38,564)          (360,653)
Net increase          663,624    $  5,786,916        796,660        $ 7,373,719


                                       17
<PAGE>
Financial Highlights
For a share outstanding throughout each year.
<TABLE>
<CAPTION>
                                                            Class A
                                                      Year ended March 31
                                 1995          1994          1993         1992           1991
<S>                           <C>           <C>            <C>           <C>           <C>
Net asset value, beginning
  of year                     $   8.94      $   8.94       $  8.22       $ 7.61        $  7.81
Net investment income*             .27           .22           .27          .37            .44
Net realized and
  unrealized gain (loss)
  on investments  and
  forward contracts               (.14)          .72          1.01          .62           (.14)
Dividends from net
  investment income               (.17)         (.22)         (.25)        (.38)          (.41)
Distributions from net
  realized gains                  (.14)         (.72)         (.31)          --           (.09)
Net asset value, end of
  year                          $ 8.76      $   8.94       $  8.94       $ 8.22        $  7.61
Total return                      1.52%+       10.96%+       16.54%+      13.29%+         4.06%+
Net assets at end of year
  (000s)                      $181,358      $166,011       $93,537       $78,483       $64,139
Ratio of operating
  expenses to average net
  assets*                         1.25%         1.25%         1.25%        1.25%          1.25%
Ratio of net investment
  income to average net
  assets*                         3.11%         2.75%         3.26%        4.60%          5.78%
Portfolio turnover rate          89.58%       105.17%       142.86%       97.76%         68.08%
*Reflects voluntary
  assumption of fees or
  expenses per share in
  each year (Note 3)          $    .03      $    .02       $   .02       $  .02        $   .02
</TABLE>

<TABLE>
<CAPTION>
                                      Class B                     Class C                      Class D
                              Year ended                  Year ended                 Year ended
                              March 31,                   March 31,                   March 31,
                                 1995        1994**          1995        1994**         1995          1994**

<S>                           <C>            <C>           <C>           <C>          <C>             <C>
Net asset value, beginning
  of year                     $   8.92       $  8.78       $  8.95       $  8.78      $  8.93         $  8.78
Net investment income*             .20           .16           .29           .21          .20             .16
Net realized and
  unrealized gain (loss)
  on investments  and
  forward contracts               (.13)          .39          (.14)          .43         (.13)            .40
Dividends from net
  investment income               (.11)         (.18)         (.19)         (.24)        (.11)           (.18)
Distributions from net
  realized gains                  (.14)         (.23)         (.14)         (.23)        (.14)           (.23)
Net asset value, end of
  year                        $   8.74       $  8.92       $  8.77       $  8.95      $  8.75         $  8.93
Total return                      0.82%+        6.26%++       1.77%+        7.27%++      0.82%+          6.31%++ 
Net assets at end of year
  (000s)                      $152,251         $83,244     $25,803       $21,434      $12,772         $ 7,117
Ratio of operating
  expenses to average net
  assets*                         2.00%         2.00%#        1.00%         1.00%#       2.00%           2.00#
Ratio of net investment
  income to average net
  assets*                         2.38%         2.03%#        3.37%         3.03%#       2.39%           2.03%#
Portfolio turnover rate          89.58%       105.17%        89.58%       105.17%       89.58%         105.17%
  * Reflects voluntary
    assumption of fees or
    expenses per share in
    each year (Note 3)        $    .03       $   .03       $   .03       $   .02      $   .03         $   .03
</TABLE>
 # Annualized.

** June 1, 1993 (commencement of share class designations) to March 31, 1994.

 + 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.
                                       18
<PAGE>

Report of Independent Accountants

To the Trustees of MetLife-State Street
Income Trust and the Shareholders of
MetLife-State Street Research Managed Assets

In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of MetLife-State Street Research
Managed Assets (formerly MetLife-State Street Managed Assets) (a series of
MetLife-State Street Income Trust, hereafter referred to as the "Trust") at
March 31, 1995, and the results of its operations, the changes in its net
assets and the financial highlights for the periods indicated, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits which included confirmation of securities owned at March 31, 1995,
by correspondence with the custodian and brokers and the application of
alternative procedures where confirmations from brokers were not received,
provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
Boston, Massachusetts
May 12, 1995


                                       19
<PAGE>

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE

As of March 31, 1995, Managed Assets was more heavily weighted in stocks, at
52% of the portfolio, than bonds, at 35% of the portfolio. Inflation-
responsive securities represented 10% and cash the final 3% of the portfolio.
The portfolio's structure is not significantly different from 12 months ago
except for a slight decrease in the percentage of bonds and an increase in the
percentage of inflation-responsive securities.

Stocks
Our stock holdings provided positive performance over the past 12 months.
Large-capitalization stocks--both growth and value--performed best,
particularly in the first three months of 1995. The portfolio's small-
capitalization and international stock holdings performed poorly.

Bonds
Our holdings in high-grade and high-yield bonds fell less than average in 1994,
and recovered strongly--along with the bond market--through March 1995.
International bonds continued to disappoint.

Inflation-Reponsive
Inflation-reponsive securities had the best performance for Managed Assets over
the past 12 months. In 1994, our strategy with this sector focused on the
securities of companies in the commodities industries. In 1995, we have
targeted energy stocks, particularly in natural gas.
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. Shares of the Fund had no class
designations until June 1, 1993, when designations were assigned based on the
pricing and 12b-1 fees applicable to shares sold thereafter. Performance data
for a specified class include periods prior to the adoption of class
designations. "A" share returns for each of the periods reflect the maximum
4.5% sales charge. "B" share returns for the 1- and 5-year periods reflect a 5%
and a 2% contingent deferred sales charge, respectively. "C" shares, offered
without a sales charge, are available only to certain employee benefit plans
and large institutions. "D" share return for the 1-year period reflects a 1%
contingent deferred sales charge. Performance for "B" and "D" shares prior to
June 1, 1993, reflects annual 12b-1 fees of .25% and performance thereafter
reflects annual 12b-1 fees of 1%, which will reduce subsequent performance. 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.
Lehman Brothers Government/ Corporate Index is a commonly-used index of bond
market performance. Indices are unmanaged and do not take sales charges into
consideration. Direct investment in the indices are not possible; results are
for illustrative purposes only.

Comparison Of Change In Value Of A $10,000
Investment In Managed Assets, The S&P 500 And
The Lehman Brothers Government/Corporate Index

[Four line charts]

Class A Shares
                         Average Annual Total Return
                     1 Year     5 Year     Life of Fund
                     -3.05%     +8.13%        +8.92%

                         Managed      LB Gov't/
                          Assets     Corp Index     S&P 500

                  88    10,000        10,000       10,000
                  89    10,426        10,111       10,708
                  90    11,550        11,293       12,767
                  91    12,019        12,703       14,603
                  92    13,616        14,149       16,212
                  93    15,868        16,172       18,678
                  94    17,504        16,621       18,951
                  95    17,070        17,381       21,896

Class B Shares
                         Average Annual Total Return
                     1 Year     5 Year     Life of Fund
                     -4.08%     +9.55%        +9.49%

                         Managed      LB Gov't/
                          Assets     Corp Index     S&P 500

                  88    10,000        10,000       10,000
                  89    10,426        10,111       10,708
                  90    11,550        11,293       12,767
                  91    12,019        12,703       14,603
                  92    13,616        14,149       16,212
                  93    15,868        16,172       18,678
                  94    17,495        16,621       18,951
                  95    17,638        17,381       21,896

Class C Shares
                         Average Annual Total Return
                     1 Year     5 Year     Life of Fund
                     +1.77%     +8.25%        +9.82%

                         Managed      LB Gov't/
                          Assets     Corp Index     S&P 500

                  88    10,000        10,000       10,000
                  89    10,426        10,111       10,708
                  90    11,550        11,293       12,767
                  91    12,019        12,703       14,603
                  92    13,616        14,149       16,212
                  93    15,868        16,172       18,678
                  94    17,661        16,621       18,951
                  95    17,974        17,381       21,896

Class D Shares

                         Average Annual Total Return
                     1 Year     5 Year     Life of Fund
                     -0.16%     +8.85%        +9.50%


                         Managed      LB Gov't/
                          Assets     Corp Index     S&P 500

                  88    10,000        10,000       10,000
                  89    10,426        10,111       10,708
                  90    11,550        11,293       12,767
                  91    12,019        12,703       14,603
                  92    13,616        14,149       16,212
                  93    15,868        16,172       18,678
                  94    17,504        16,621       18,951
                  95    17,647        17,381       21,896


                                       20
<PAGE>

Fund Information, Officers and Trustees 
of MetLife-State Street Income Trust

Fund Information

Investment Adviser

State Street Research and
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

Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109

Independent Accountants

Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

Officers

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

Barlett R. Geer
Vice President

John H. Kallis
Vice President

Michael R. Yogg
Vice President

Gerard P. Maus
Treasurer

Joseph W. Canavan
Assistant Treasurer

Douglas A. Romich
Assistant Treasurer

Constantine Hutchins, Jr.
Secretary and General Counsel

Darman A. Wing
Assistant Secretary and
Assistant General Counsel

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


                                       21
<PAGE>

[Back Cover]

MetLife-State Street Research Managed Assets 
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] STATE STREET RESEARCH


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: 2323-950525(0696)SSR-LD 

Cover Illustration by Dorothy Cullinan         MA-575D-595 



<PAGE>

[Front Cover]

[State Street Research logo] STATE STREET RESEARCH

METLIFE-STATE STREET RESEARCH MANAGED ASSETS 

Annual Report 
March 31, 1995 

[Drawing of person running up a mountain towards the stars]

WHAT'S INSIDE

New and Improved: 
A new design that's 
easier to read 

From the Chairman: 
What a difference  
a year makes! 

Portfolio Manager's Review: 
The Fund has begun to recover after a difficult 1994 

Fund Information: 
Facts and Figures 

Plus, Complete Portfolio Holdings  
and Financial Statements 



FROM THE CHAIRMAN

[Photo: Ralph F. Verni]

To Our Shareholders:

What a difference a year makes! Twelve months ago, investors were experiencing
one of the more difficult years in memory. Now, for at least the first three
months of 1995, nearly every category of stock and bond mutual fund enjoyed
positive performance. From year-to-year, markets will rise and fall--what's
most important is how your investments perform over longer periods of time.
It's often best to keep your money in the market, rather than trying to "time"
the rebounds. The lesson in all this is to think long-term.

Why has the market turned around so dramatically? Primarily, it's because the
economy is showing signs of slowing. After hiking rates in January, the Federal
Reserve chose not do to so at the end of March. Investors no longer feel that a
rate hike is constantly around the corner, and the result is more market
stability and optimism. The Fed may or may not be done with interest rates--
that will depend on what happens with the economy, inflation and the U.S.
dollar.

After such a strong quarter, it's easy to get overly optimistic. We would not
be surprised if stocks and bonds retreated somewhat in the short-term. However,
most signs are positive: the bond market is healthy and corporate profits
remain strong. Overall, we believe the long-term investment outlook is
positive.

Sincerely,

/s/ Ralph F. Verni

Ralph F. Verni
Chairman
April 28, 1995

(1) +0.89% for Class B shares; +1.73% for Class C shares; +0.88% for Class D
    shares.

(2) Source: Lipper Analytical Services, (does not reflect sales charges) for 99
    funds in Lipper's High Current Yield Category.

(3) Investment result is based on a $10,000 investment in Class A shares at the
    maximum sales charge of 4.5% with reinvestment of capital gain
    distributions and income dividends. No adjustment has been made for income
    taxes payable by shareholders on income dividends or capital gain
    distributions.

(4) All returns represent past performance, which is no guarantee of future
    results. The investment return and principal value of an investment made in
    the Fund will fluctuate and shares, when redeemed, may be worth more or
    less than their original cost. All returns assume reinvestment of capital
    gain distributions and income dividends. In January 1994, the Fund changed
    its investment objective to include capital appreciation as a secondary
    consideration in selecting portfolio securities, to eliminate requirements
    that a percentage of the Fund be invested in certain rating categories, and
    to allow greater use of convertible and preferred securities. Previously,
    the Fund was required to invest at least 65% in securities rated BBB, BB
    or B.

(5) Shares of the Fund had no class designations until June 1, 1993, when
    designations were assigned based on the pricing and 12b-1 fees applicable
    to shares sold thereafter. Performance data for a specified class include
    periods prior to the adoption of class designations. "A" share returns for
    each of the periods reflect the maximum 4.5% sales charge. "B" share
    returns for the 1- and 5-year periods reflect a 5% and a 2% contingent
    deferred sales charge, respectively. "C" shares, offered without a sales
    charge, are available only to certain employee benefit plans and large
    institutions. "D" share return for the 1-year period reflects a 1%
    contingent deferred sales charge. Performance for "B" and "D" shares prior
    to June 1, 1993, reflects annual 12b-1 fees of .25% and performance
    thereafter reflects annual 12b-1 fees of 1%, which will reduce subsequent
    performance.

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

Total value of $10,000 invested on August 25, 1986(3)
(Class A shares, at maximum applicable sales charge)

[Mountain chart]

                  8/86    9,550
                  8/87   10,631
                  3/88   11,136
                  3/89   12,509
                  3/90   11,670
                  3/91   11,926
                  3/92   15,378
                  3/93   18,252
                  3/94   20,912
                  3/95   21,289

SEC Yield

Class A 10.69%
Class B 10.47%
Class C 11.53%
Class D 10.46%

SEC yield is calculated according to Securities and Exchange Commission
requirements and is based on the net investment income produced for the 30
days ended March 31, 1995. Yield does not necessarily reflect the income stream
an investor can expect. A high yield is in part indicative of the lower prices
of the high risk bonds in the Fund's portfolio. Such lower prices reflect the
increased risk of the financial restructuring or default of the issuers of such
bonds.

SEC Average Annual Compound
Rates of Return

(at maximum applicable sales charge)(4),(5)

                Life of Fund      5 years      1 year

Class A             +9.18%         +11.74%      -2.78%
Class B             +9.55%         +12.17%      -3.62%
Class C             +9.76%         +12.77%      +1.73%
Class D             +9.55%         +12.40%      -0.02%

Cumulative Total Returns

(do not reflect sales charge)(4)

                Life of Fund      5 years      1 year

Class A            +123.07%        +82.50%      +1.80%
Class B            +119.45%        +79.53%      +0.89%
Class C            +123.07%        +82.50%      +1.73%
Class D            +119.37%        +79.47%      +0.88%

<PAGE>
PORTFOLIO MANAGER'S REVIEW
[Photo: Bartlett R. Geer, Portfolio Manager]

High Income Fund continues to provide attractive performance for shareholders.
Class A shares of the Fund provided a total return of +1.80% (does not include
sales charges) for the 12 months ended March 31, 1995.(1) The average
high-yield bond fund provided a total return of +1.55% over the same time
period.(2) In addition, the Fund continues to provide a high level of income.
As of March 31, 1995, the Fund's yield was in the top 10% of all high-yield
funds according to Lipper Analytical Services.(2)

Longer-term, the Fund's performance has been excellent. Morningstar, the
well-known mutual fund analyst, awarded Class A shares of High Income Fund a
[4-star] overall rating, its second highest rating, for the fund's
risk-adjusted performance for the five years ended March 31, 1995. Class A
shares received a five-star rating for the three years ended March 31, 1995
(among 2027 funds in the hybrid category) and a four-star rating for the five
years (among 1516 hybrid funds). Morningstar credited High Income Fund for
"above average returns" and "below average risk." The Morningstar ratings are
based on Class A shares and should be interpreted carefully by investors who
invest in another class of shares.

Star ratings for classes other than Class A may vary and are only available for
classes with at least three years of performance history. All classes of shares
have a common portfolio. Morningstar proprietary ratings reflect historical
risk-adjusted performance as of March 31, 1995, and are subject to change every
month. Funds with at least three years of performance history are assigned
ratings from one star (lowest) to five stars (highest). Morningstar ratings are
calculated from the fund's three- and five-year average annual returns in
excess of 90-day Treasury bill returns, with appropriate fee adjustments and a
risk factor that reflects fund performance below 90-day T-bill returns. Ten
percent of the funds receive five stars, and 22.5% four stars. High Income Fund
was compared with a combined universe of equity, fixed income and hybrid funds.
Past performance is no guarantee of future results.

High Income Fund weathered the difficulties of 1994 relatively well. The
portfolio's "B" rated bonds were less sensitive than higher-quality bonds to
the Fed's interest rate hikes. Plus, the Fund's high level of income helped
balance price weakness to some extent. Performance suffered during the last few
months of 1994, however, because of the coincidence of several defaults in the
portfolio between September and November, as well as general weakness in the
high-yield market.

Gains in the first three months of 1995 helped the fund significantly.
High-yield bond prices moved higher because supply was low--issuers were
hesitant after 1994's difficulties--and demand was very strong.

High Income Fund's portfolio continues to emphasize high-yield bonds, at about
80% of the portfolio. Equities--primarily high-yielding preferred
stocks--represent approximately 15% of the portfolio. Some of the equities are
warrants or common stocks, which come either as a "sweetener" in bond or
preferred stock purchases, or as part of restructuring settlements. The
portfolio is diversified in more than 250 different securities. This broad
diversification is one way we help compensate for the greater default risk of
high-yield bonds.

Thus far in 1995, we have begun to reduce our position in bonds from cyclical
industries, such as paper (forest products), which do best when the economy is
strong. Such bonds helped the Fund in 1994, when the economy was stronger. We
also are working to make the portfolio more "recession-proof." To help protect
the portfolio, we are gradually weeding through our holdings, and trying to
"trade-up" to high-yield bonds that can better weather a weak economy.

Quality Ratings (by percentage of net assets)
[Pie chart]

                    B                49%
                    Not rated        16%
                    Equities/Other   15%
                    CCC and below    12%
                    Cash              5%
                    BB                3%

Quality ratings based on those provided by Standard & Poor's Corp.
and/or equivalent ratings by Moody's Investors Service, Inc.

5 Largest Positions (by percentage of net assets)

[Horizontal bar chart]

                  Metals & Mining    10.7%
                  Media               7.2%
                  Gaming & Lodging    6.9%
                  Technology          5.8%
                  Grocery             5.6%
                  Total net assets:  36.2%

                                       2
<PAGE>

METLIFE-STATE STREET RESEARCH HIGH INCOME FUND

Investment Portfolio
March 31, 1995

                                 Principal       Maturity          Value
                                   Amount          Date           (Note 1)
BONDS 79.5%
Aerospace 2.6%
Alliant TechSystems, Inc.
  Sr. Sub. Notes, 11.75%+        $6,250,000      3/01/2003      $  6,375,000
K&F Industries, Inc. Sr.
  Secured Notes, 13.75%           1,700,000      8/01/2001         1,691,500
K&F Industries, Inc. Sr.
  Secured Notes, 11.875%          6,000,000     12/01/2003         6,030,000
Talley Mfg. & Technology,
  Inc. Sr. Notes, 10.75%          1,250,000     10/15/2003         1,162,500
Tracor Inc. Sr. Sub. Notes,
  10.875%                         1,000,000      8/15/2001         1,005,000
Wyman-Gordon Co. Sr. Notes,
  10.75%                          3,050,000      3/15/2003         2,867,000
                                                                  19,131,000
Airlines 1.4%
CHC Helicopter Corp. Sr.
  Sub. Note, 11.50%               4,750,000      7/15/2002         3,918,750
GPA Delaware, Inc. Deb.,
  8.75%                           8,000,000     12/15/1998         6,340,000
                                                                  10,258,750
Automotive 0.5%
Harvard Industries, Inc.
  Sr. Notes, 12.00%               2,250,000      7/15/2004         2,311,875
Penda Industries, Inc. Sr.
  Notes, 10.75%                   1,750,000      3/01/2004         1,540,000
Venture Holdings Trust Sr.
  Sub. Notes, 9.75%                 250,000      4/01/2004           217,500
                                                                   4,069,375
Cable 1.4%
American Telecasting, Inc.
  Sr. Sub. Units, 0.00% to
  6/14/99, 12.50% from
  6/15/99 to maturity             5,750,000      6/15/2004         2,587,500
Insight Communications Co.,
  L.P. Sr. Sub. Disc. Note,
  8.25%                           1,525,000      3/01/2000         1,475,438
Marcus Cable Operating Co.
  L.P. Sr. Disc. Note, 0.00%
  to 7/30/99, 13-1/2% from
  8/1/99 to maturity              5,500,000      8/01/2004         3,135,000
Scott Cable Communications,
  Inc. Sub. Deb., 12.25%          2,275,000      4/15/2001         1,820,000
Videotron Group LTD. Sub.
  Deb. 10.625%                    1,500,000      2/15/2005         1,522,500
                                                                  10,540,438
Capital Goods/Equipment 5.0%
Acme Holdings Inc. Sr.
  Notes, 11.75%##                $3,000,000      6/01/2000      $  1,080,000
Axia Holdings Corp. Sr.
  Sub. Notes, 11.00%                750,000      3/15/2001           690,000
Chatwins Group, Inc. Sr.
  Exch. Note, 13.00%              5,000,000      5/01/2003         4,125,000
Consolidated Hydro Inc. Sr.
  Disc. Note, 0.00% to
  1/14/99, 12.00% from
  1/15/99 to maturity             2,525,000      7/15/2003         1,679,024
Fairfield Manufacturing
  Inc. Sr. Sub. Notes,
  11.375%                           485,000      7/01/2001           458,325
Genmar Holdings, Inc. Sr.
  Sub. Notes, 13.50%              3,250,000      7/15/2001         3,168,750
ICF Kaiser International,
  Inc. Sr. Sub. Notes,
  12.00%                          4,750,000     12/31/2003         4,263,125
Interlake Corp. Sr. Sub.
  Deb., 12.125%                   3,000,000      3/01/2002         2,925,000
Kenetech Corp. Sr. Sec.
  Notes, 12.75%                   4,858,000     12/15/2002         5,040,175
Specialty Equipment
  Companies, Inc. Sr. Sub.
  Note, 11.375%                   1,250,000     12/01/2003         1,231,250
Terex Corp. Sr. Sec. Notes,
  13.00%+                         3,767,000      8/01/1996         3,663,408
Terex Corp. Sr. Units, 13%+         350,000      8/01/1996           341,250
Terex Corp. Sr. Sub. Notes,
  13.50%                          5,950,000      7/01/1997         5,593,000
Truck Components, Inc. Sr.
  Notes, 12.25%                   1,500,000      6/30/2001         1,552,500
Waters Corp. Sr. Sub. Note,
  12.75%                          1,500,000      9/30/2004         1,526,250
                                                                  37,337,057
Chemical 0.7%
Harris Chemical of North
  America Inc. Sr. Disc.
  Notes, 0.00% to 1/14/96,
  10.25% from 1/15/96 to
  maturity                        3,500,000      7/15/2001         3,027,500
UCC Investors Inc. Sub.
  Disc. Notes, 0.00% to
  4/30/98, 12.00% from
  5/01/98 to maturity             3,000,000      5/01/2005         2,115,000
                                                                   5,142,500
The accompanying notes are an integral part of the financial statements.


                                       3
<PAGE>

Conglomerate 0.2%
Dyncorp, Inc. Jr. Sub.
  Deb., 16.00%***               $ 1,360,022      6/30/2003      $  1,305,621
IMO Industries, Inc. Sr.
  Sub. Deb., 12.00%                 500,000     11/01/2001           510,000
                                                                   1,815,621
Consumer Goods 3.0%
Allied Waste Industries,
  Inc. Sr. Sub. Notes,
  10.75% to 1/31/95, 12.00%
  from 2/01/95 to maturity        1,250,000      2/01/2004         1,256,250
Carrols Corp. Sr. Notes,
  11.50%                          3,750,000      8/15/2003         3,450,000
Central Rents, Inc. Sr.
  Units, 12.875%                  8,000,000     12/15/2003         7,280,000
Envirotest Systems Corp.
  Sr. Notes, 9.125%               2,000,000      3/15/2001         1,600,000
Roadmaster Industries Inc.
  Sr. Sub. Notes, 11.75%          2,750,000      7/15/2002         2,646,875
Thermoscan, Inc. Sr. Sub.
  Units, 11.50%+                  2,750,000      8/15/2001         2,750,000
Town & Country Corp. Sr.
  Sub. Notes, 13.00%***           2,404,695      5/31/1998         1,442,815
U.S. Leather, Inc. Sr.
  Notes, 10.25%                   2,000,000      7/31/2003         1,660,000
                                                                  22,085,940
Cosmetics 0.4%
Chattem, Inc. Sr. Sub.
  Note, 12.75%                    2,000,000      6/15/2004         1,830,000
Renaissance Cosmetics, Inc.
  Sr. Notes, 13.75%               1,000,000      8/15/2001           945,000
                                                                   2,775,000
Drug 0.8%
General Medical Corp. Sub.
  Deb., 12.125%***                6,202,709      8/15/2005         6,125,175
Electronic 0.3%
LTX Corp. Cv. Sub. Deb.,
  13.50%                          1,840,000      4/15/2011         1,895,200
Entertainment 1.0%
Live Entertainment Inc. Sr.
  Sub. Notes, 10.00% to
  3/22/96, 12.00% from
  3/23/96 to maturity             7,936,100      3/23/1999         5,317,187
Entertainment (cont'd)
Spectravision, Inc. Sr.
  Notes, 0.00% to 9/30/96,
  11.50% from 10/1/96 to
  maturity                      $ 5,500,000     10/01/2001      $  2,475,000
                                                                   7,792,187
Food & Beverage 4.3%
Beatrice Foods, Inc. Sr.
  Sub. Note, 12.00%               3,800,000     12/01/2001         3,648,000
Doskocil Companies, Inc.
  Sr. Sub. Red. Notes, 9.75%      8,430,000      7/15/2000         7,755,600
Flagstar Corp. Sr. Sub.
  Notes, 11.25%                   4,250,000     11/01/2004         3,570,000
MAFCO Inc. Sr. Sub. Notes,
  11.875%                         2,500,000     11/15/2002         2,412,500
Seven-Up/RC Bottling Co. of
  Southern California, Inc.,
  11.50%                         12,500,000      8/01/1999        10,812,500
Smittys Super Value Inc.
  Sr. Sub. Notes, 12.75%          3,250,000      6/15/2004         3,055,000
Specialty Foods Corp. Sr.
  Sub. Notes, 11.25%              1,000,000      8/15/2003           965,000
                                                                  32,218,600
Gaming & Lodging 6.8%
AZTAR Corp. Sr. Sub. Notes,
  13.75%                          1,000,000     10/01/2004         1,077,500
Belle Casinos, Inc. First
  Mortgage Notes, 12.00%+##         700,000     10/15/2000           206,500
Boomtown Inc. First
  Mortgage Notes, 11.50%          8,750,000     11/01/2003         8,312,500
Fitzgeralds Gaming Corp.
  Sr. Sec. Units, 13.75% to
  6/14/95, 14.00% from
  6/15/95 to 9/14/95, 14.25%
  from 9/15/95 to 12/14/95,
  14.50% to maturity+               750,000      3/15/1996           397,500
Goldriver Hotel & Casino
  Corp. Mortgage Notes,
  13.375%                         8,924,000      8/31/1999         4,908,200
Great Bay Property Funding
  Corp. First Mortgage Note,
  10.875%                         3,000,000      1/15/2004         2,527,500
HWCC-Tunica, Inc. First
  Mortgage Note, 13.50%+         2,000,000      9/30/1998          2,080,000
Harrah's Jazz First
  Mortgage Note, 14.25%           1,000,000     11/15/2001         1,070,000
Motels of America, Inc. Sr.
  Sub. Notes, 12.00%              5,500,000      9/15/2001         5,582,500
The accompanying notes are an integral part of the financial statements.


                                       4
<PAGE>

Gaming & Lodging (cont'd)
President Riverboat
  Casinos, Inc., Sr. Sub.
  Notes, 13.00%+                $ 2,000,000      9/15/2001      $  1,885,000
Resorts International, Inc.
  Notes, 0.00%                    1,950,000      6/30/2000         1,622,400
Sahara Finance Corp. Notes,
  12.125%                         1,985,670      8/31/1996         1,826,817
Santa Fe Hotel, Inc. First
  Mortgage Units, 11.00%          1,000,000     12/15/2000           970,000
Santa Fe Hotel, Inc. First
  Mortgage Notes, 11.00%          6,370,000     12/15/2000         6,178,900
Treasure Bay Gaming and
  Resorts Inc. First
  Mortgage Notes, 12.25%+##       1,000,000     11/15/1998           200,000
Trump's Castle Funding,
  Inc. First Mortgage Notes,
  11.75%                          7,268,750     11/15/2003         4,397,594
Trump Plaza Funding, Inc.
  First Mortgage Notes,
  10.875%                         7,500,000      6/15/2001         6,075,000
Trump Taj Mahal Funding,
  Inc. Series A Mortgage
  Bonds, 11.35%***                2,202,253     11/15/1999         1,668,207
                                                                  50,986,118
Groceries 5.3%
Almacs Inc. Sr. Sec. Notes,
  11.50%##                        1,840,000     11/18/2004           506,000
Farm Fresh Inc. Sr. Notes,
  12.25%                          5,500,000     10/01/2000         5,115,000
Farm Fresh Inc. Cv. Sub.
  Deb., 7.50%                       100,000      3/01/2010            66,250
Food 4 Less Supermarkets,
  Inc. Sr. Notes, 10.45%          1,000,000      4/15/2000           990,000
Food 4 Less Supermarkets,
  Inc. Sr. Sub. Notes,
  13.75%                          2,500,000      6/15/2001         2,687,500
Food 4 Less Supermarkets,
  Inc. Sr. Disc. Notes,
  0.00% to 12/14/97, 15.25%
  from 12/15/97 to maturity      19,720,000     12/15/2004        15,578,800
Grand Union Co. Sr. Sub.
  Notes, 12.25%##                 8,750,000      7/15/2002         2,975,000
Kash N Karry Food Stores
  Inc. Sr. Note, 11.50%           1,250,000      2/01/2003         1,206,250
Pathmark Stores, Inc. Sub.
  Notes, 11.625%                  3,000,000      6/15/2002         3,030,000
Groceries (cont'd)
Pathmark Stores, Inc. Jr.
  Sub. Notes, 0.00% to
  10/31/99, 10.75% from
  11/1/99 to maturity           $ 8,000,000     11/01/2003      $  4,280,000
Penn Traffic Co. Sr. Sub.
  Notes, 9.625%                   3,000,000      4/15/2005         2,771,250
Safeway Stores, Inc. Lease
  Certificates, 13.50%               95,000      1/15/2009           113,644
Victory Markets Inc. Sub.
  Deb., 12.50%                      925,000      3/15/2000           397,750
                                                                  39,717,444
Health Care & Hospital Management 2.1%
Amerisource Distribution
  Corp. Sr. Deb., 11.25%         10,277,497      7/15/2005        11,099,697
Continental Medical
  Systems, Inc. Sr. Sub.
  Notes, 10.875%                  1,000,000      8/15/2002           940,000
Continental Medical
  Systems, Inc. Sr. Sub.
  Notes, 10.375%                  2,500,000      4/01/2003         2,287,500
Total Renal Care, Inc. Sr.
  Sub. Disc. Units, 0.00% to
  8/14/97, 12.00% from
  8/15/97 to maturity             1,750,000      8/15/2004         1,522,500
                                                                  15,849,697
Media 7.2%
Affinity Group, Inc. Sr.
  Sub. Deb., 11.50%               8,000,000     10/15/2003         7,840,000
Granite Broadcasting Corp.,
  12.75%                          9,619,000      9/01/2002         9,907,570
Heritage Media Corp. Notes,
  11.00%                          6,250,000     10/01/2002         6,406,250
Lamar Advertising Co. Sr.
  Sec. Notes, 11.00%                750,000      5/15/2003           731,250
New City Communications
  Inc. Sr. Sub. Note,
  11.375%                         1,000,000     11/01/2003           930,000
Outlet Broadcasting, Inc.
  Sr. Sub. Note, 10.875%            750,000      7/15/2003           750,000
PageMart, Inc. Sr. Disc.
  Note, 0.00% to 10/31/98,
  12.25% from 11/01/98 to
  maturity                        4,750,000     11/01/2003         2,897,500
SFX Broadcasting Co. Sr.
  Sub. Notes, 11.375%             4,500,000     10/01/2000         4,590,000
The accompanying notes are an integral part of the financial statements.


                                       5
<PAGE>

Media (cont'd)
Universal Outdoor Holdings,
  Inc. Units, 0.00% to
  6/30/99, 14.00% from
  7/01/99 to maturity           $ 9,700,000       7/01/2004     $  4,995,500
U.S.A. Mobile
  Communications, Inc. Sr.
  Notes, 9.50%                   10,270,000       2/01/2004        8,729,500
U.S.A. Mobile
  Communications, Inc. Sr.
  Notes, 14.00%                   5,500,000      11/01/2004        5,775,000
                                                                  53,552,570
Metal & Mining 10.0%
Bayou Steel Corp. First
  Mortgage Notes, 10.25%          6,250,000       3/01/2001        5,500,000
Carbide/Graphite Group,
  Inc. Sr. Notes, 11.50%          2,750,000       9/01/2003        2,860,000
GS Technologies Operating
  Co. Sr. Notes, 12.00%          5,250,000        9/01/2004        5,269,688
Geneva Steel Co. Sr. Notes,
  11.125%                           750,000       3/15/2001          680,625
Geneva Steel Co. Sr. Notes,
  9.50%                           7,500,000       1/15/2004        6,075,000
Haynes International, Inc.
  Sr. Sec. Notes, 11.25%          6,050,000       6/15/1998        5,626,500
Haynes International, Inc.                                         5,297,500
  Sr. Sub. Notes, 13.50%          8,150,000       8/15/1999
Horsehead Industries, Inc.
  Sr. Sub. Ext. Notes,
  15.75%                          9,946,000       6/01/1997       10,144,920
Horsehead Industries, Inc.
  Sub. Notes, 14.00%             11,712,000       6/01/1999       11,975,520
Kaiser Aluminum & Chemical
  Corp. Sr. Notes, 9.875%         3,050,000       2/15/2002        2,859,375
Kaiser Aluminum & Chemical
  Corp. Sr. Sub. Note,
  12.75%                          3,250,000       2/01/2003        3,363,750
Renco Metals Inc. Sr.
  Notes, 12.00%                   1,500,000       7/15/2000        1,490,625
Sheffield Steel Corp. First
  Mortgage Units, 12.00%          6,750,000      11/01/2001        6,615,000
Sheffield Steel Corp. First
  Mortgage Notes, 12.00%          5,000,000      11/01/2001        4,750,000
UCAR Global Enterprises Sr.
  Sub. Notes, 12.00%+             1,750,000       1/15/2005        1,837,500
                                                                  74,346,003
Oil & Gas 5.6%
Dual Drilling Co. Sr. Sub.
  Notes, 9.875%                   5,500,000       1/15/2004        4,510,000
Oil & Gas (cont'd)
Empire Gas Corp. Sr. Sec.
  Notes, 7.00% to 7/14/99,
  12.875% from 7/15/99 to
  maturity                      $ 2,000,000       7/15/2004     $  1,460,000
Global Marine Inc. Sr. Sec.
  Notes, 12.75%                   2,000,000      12/15/1999        2,157,500
Mesa Capital Corp. Sec.
  Disc. Note, 0.00% to
  6/29/95, 12.75% from
  6/30/95 to maturity             2,031,000       6/30/1998        1,959,915
Moran Energy, Inc. Cv. Sub.
  Deb., 8.75%                     2,420,000       1/15/2008        1,566,950
Moran Energy International
  N.V. Cv. Sub. Deb., 8.00%       6,067,000      11/01/1995        5,847,071
Presidio Oil Co. Sr. Sec.
  Notes, 11.50%                   5,346,950       9/15/2000        4,504,805
Presidio Oil Co. Sr. Sub.
  Gas Indexed Notes, 13.30%       5,500,000       7/15/2002        3,203,750
Presidio Oil Co. Cv. Sub.
  Deb., 9.00%                     2,000,000       3/15/2015          460,000
Rowan Drilling Co., 11.875%       5,154,000      12/01/2001        5,385,930
TransAmerican Refining
  Corp. Sr. Sec. Notes,
  16.50% to 8/14/98, 16.00%
  from 8/15/98 to maturity          250,000       2/15/2002          251,875
Tuboscope Vetco
  International Inc. Sr.
  Sub. Deb., 10.75%               2,000,000       4/15/2003        2,010,000
Wilrig A.S. Sr. Sec. Notes,
  11.25%                          8,430,000       3/15/2004        8,092,800
                                                                  41,410,596
Paper 4.5%
Crown Packaging Holdings
  Ltd. Sr. Sec. Notes,
  10.75%                          2,300,000      11/01/2000        2,277,000
Crown Packaging Holdings
  Ltd. Sr. Sub. Notes, 0.00%
  to 10/31/2000, 12.25% from
  11/1/2000 to maturity          13,000,000      11/01/2003        6,240,000
Equitable Bag Co., Inc. Sr.
  Notes, 11.00%##                 6,738,000     12/16/2004         4,851,360
Fort Howard Paper Co. Jr.
  Sub. Disc. Deb., 0.00% to
  10/31/94, 14.125% from
  11/1/94 to maturity             4,900,000      11/01/2004        4,924,500
Fort Howard Paper Co. Sr.
  Sub. Notes, 9.00%               1,000,000       2/01/2006          875,000
The accompanying notes are an integral part of the financial statements.


                                       6
<PAGE>
Investment Portfolio (cont'd)
   Paper (cont'd)
Gaylord Container Corp. Sr.
  Note, 11.50%                  $   750,000      5/15/2001      $   787,500
Mail-Well Holdings, Inc.
  Sr. Notes, 0.00% to
  2/14/2000, 11.75% from
  2/15/2000 to maturity           1,000,000      2/15/2006          460,000
P.T. Indah Kiat Pulp &
  Paper Co. Gtd. Note,
  12.50%                          2,500,000      6/15/2006        2,425,000
Southwest Forest
  Industries, Inc. Sub.
  Deb., 12.125%                   8,250,000      9/15/2001        8,291,250
Stone Container Corp. Sr.
  Notes, 9.875%                   2,500,000      2/01/2001        2,425,000
                                                                 33,556,610
Plastics 0.6%
Foamex L.P. Sr. Notes,
  11.25%                          4,500,000     10/01/2002        4,477,500
Publishing 2.9%
Bell & Howell Co. Series A
  Sr. Disc. Deb., 0.00% to
  2/28/2000, 11.50% from
  3/01/2000 to maturity           2,500,000      3/01/2005        1,337,500
General Media Inc. Sr. Sec.
  Notes, 10.625%                  2,500,000     12/31/2000        2,075,000
Sullivan Graphics, Inc. Sr.
  Sub. Notes, 15.00%             17,150,000      2/01/2000       18,179,000
                                                                 21,591,500
Real Estate/Building 3.1%
Associated Materials Inc.
  Sr. Sub. Notes, 11.50%          3,000,000      8/15/2003        2,895,000
Dal-Tile International Inc.
  Sr. Sec. Notes, 0.00%          10,500,000      7/15/1998        6,903,750
Miles Home Services, Inc.
  Sr. Note, 12.00%                4,250,000      4/01/2001        2,975,000
Overhead Door Corp., 12.25%       2,500,000      2/01/2000        2,562,500
Waxman Industries, Inc. Sr.
  Sec. Notes, 12.25%              5,000,000      9/01/1998        4,700,000
Waxman Industries, Inc. Sr.
  Sec. Units, 0.00% to
  5/31/99, 12.75% from
  6/01/99 to maturity             7,424,000      6/01/2004        3,043,840
                                                                 23,080,090
Retail Trade 2.7%
Color Tile Inc. Sr. Notes,
  10.75%                        $ 5,000,000     12/15/2001      $ 4,000,000
County Seat Stores, Inc.
  Sr. Sub. Units, 12.00%          2,000,000     10/01/2001        2,020,000
Finlay Enterprises, Inc.
  Sr. Disc. Deb., 0.00% to
  4/30/98, 12.00% from
  5/01/98 to maturity             9,570,000      5/01/2005        5,933,400
Loehmann's Holdings, Inc.
  Sr. Sub. Notes, 13.75%          3,000,000      2/15/1999        2,917,500
Pamida, Inc. Sr. Sub.
  Notes, 11.75%                     250,000      3/15/2003          237,500
Petro PSC Properties, Inc.
  Units, 12.50%                   2,000,000      6/01/2002        2,050,000
Rickel Home Centers, Inc.
  Units, 13.50%                   3,500,000     12/15/2001        3,255,000
                                                                 20,413,400
Shipping/Transportation 1.1%
Tiphook Finance Corp.
  Notes, 7.125%                   6,083,000      5/01/1998        4,714,325
Tiphook Finance Corp.
  Notes, 8.00%                      595,000      3/15/2000          452,200
Tiphook Finance Corp.
  Notes, 10.75%                     711,000     11/01/2002          568,800
Trans Ocean Container Corp.
  Sr. Sub. Note, 12.25%           2,250,000      7/01/2004        2,160,000
                                                                  7,895,325
Technology 5.8%
Anacomp, Inc. Sr. Sub.
  Notes, 15.00%                   9,179,000     11/01/2000        9,087,210
Anacomp, Inc. Cv. Deb.,
  13.875%                           120,000      1/15/2002          116,439
Anacomp International N.V.
  Cv. Sub. Deb., 9.00%            3,100,000      1/15/1996        3,084,500
Celcaribe S.A. Units, 0.00%
  to 3/14/98, 13.50% from
  3/15/98 to maturity+              581,000      3/15/2004        4,735,150
Comdata Network, Inc. Sr.
  Sub. Notes, 12.50%              3,000,000     12/15/1999        3,206,250
Comdata Network, Inc. Sr.
  Sub. Deb., 13.25%               2,000,000     12/15/2002        2,180,000
Computervision Corp. Sr.
  Notes, 10.875%                  3,380,000      8/15/1997        3,278,600
The accompanying notes are an integral part of the financial statements.


                                       7
<PAGE>

Technology (cont'd)
Computervision Corp. Sr.
  Sub. Notes, 11.375%            $8,000,000       8/15/1999     $  7,320,000
Dial Call Communications
  Inc. Sr. Disc. Notes,
  12.25%                          3,250,000       4/15/2004        1,218,750
GenRad Inc. Cv. Sub. Deb.,
  7.25%                             608,000       5/01/2011          443,840
Mobile Telecommunications
  Inc. Sr. Sub. Notes, 13.5%      5,500,000     12/15/2002         5,713,125
Nextel Communications Inc.
  Sr. Disc. Notes, 0.00%            750,000       8/15/2004          307,500
Viatel, Inc. Sr. Disc.
  Units, 0.00% to 1/14/2000,
  15.00% from 1/15/2000 to
  maturity +                        450,000       1/15/2005        2,880,000
                                                                  43,571,364
Textile & Apparel 0.2%
Ithaca Industries, Inc. Sr.
  Sub. Notes, 11.125%             1,250,000      12/15/2002        1,137,500
Total Bonds (Cost $644,994,082)                                  592,772,560


                                                                   Value
                                               Shares             (Note 1)
Preferred Stocks 11.3%
Automotive 1.4%
Harvard Industries, Inc. 14.25% Exch.
  Pfd.***                                      374,513          $ 10,252,293
Banking 1.4%
First City Bancorporation of Texas, Inc.
  Sr. Incr. Rate Pfd. Series A*++               60,250             8,194,000
Riverbank American Pfd.*                       110,000             2,420,000
                                                                  10,614,000
Business Service 1.3%
Anacomp, Inc. Cv. Pfd.                          25,000               900,000
La Petite Holdings Co. Cum. Red. Exch.
  Pfd.*                                        361,000             9,025,000
                                                                   9,925,000
Drug 0.2%
Fox Meyer Health Corp. Pfd. Series A***         33,962             1,192,915
Electric 0.1%
Consolidated Hydro, Inc. Cv. Pfd.*               2,000             1,040,000
Machinery 0.8%
Navistar International Series G Cv. Pfd.       114,700             6,007,413
Metal & Mining 0.6%
Algoma Finance Corp. Cum. Pfd.*                 11,100          $    174,541
Geneva Steel Co. Series B Red. Exch.
  Pfd.                                          22,500             2,520,000
Kaiser Aluminum Corp. Cv. Pfd.                  93,100               977,550
Stelco Inc. Series C Cv. Pfd.                   69,600             1,050,194
                                                                   4,722,285
Printing & Publishing 0.2%
K-III Communications Corp. Series B
  Exch. Pfd.***                                 12,531             1,215,550
Recreation 3.2%
Granite Broadcasting Corp. Cv. Exch.
  Pfd.*                                        272,000            10,540,000
Lewis Galoob Toys, Inc. Cv. Exch. Pfd.*        352,000             5,280,000
Live Entertainment Inc. Series B Cv.
  Pfd.                                         351,700             1,593,641
Pyramid Communications, Inc. Series C
  Exch. Pfd.*+                                 260,092             6,112,177
Sahara Gaming Corp. Exch. Pfd.****             401,394               351,220
                                                                  23,877,038
Retail Trade 1.9%
Color Tile Inc. Pfd.*                           50,000             1,150,000
Color Tile Inc. Pfd.*+                         120,000             2,760,000
Loehmanns Holdings, Inc. Series A
  Pfd.***                                      852,705               366,663
Supermarkets General Holding Corp. Exch.
  Pfd.****                                     420,137            10,083,288
                                                                  14,359,951
Textile & Apparel 0.2%
JPS Textile Group, Inc. Series A Sr.
  Pfd.***                                       49,618             1,240,450
Town & Country Corp. Exch. Pfd.***++            94,263               117,829
                                                                   1,358,279
Total Preferred Stocks (Cost
  $80,172,406)                                                    84,564,724

Common Stocks & Other 3.7%
American Telecasting, Inc. Wts.*                28,750                28,750
Atlantic Richfield Co.                         380,000             9,500,000
Axia Holdings Corp. Com.*+                       2,250                64,125
Belle Casinos, Inc. Wts.*+                       1,400                    14
Boomtown, Inc. Wts.*                             7,250                 3,625
CHC Helicopter Corp. Wts.*                      38,000                38,000
Central Rents, Inc. Wts.*                        8,000               220,000
Chattem, Inc. Wts.*                              2,000                 9,000
Chatwins Group Inc. Wts.*                        5,000                 5,000
Crown Packaging Holdings Ltd. Wts.*+            17,250               517,500
Dimac Corp. Com.*                               24,174               332,393
Dr. Pepper Bottling Co. Cl. A Com.*             50,000               175,000
Empire Gas Corp. Wts.*                           2,760                 2,760
Equitable Bag, Inc. Cl. A Com.*                640,117               960,176
The accompanying notes are an integral part of the financial statements.


                                       8
<PAGE>

Common Stocks & Other (cont'd)
Federated Department Stores, Inc. Com.*          69,713         $ 1,542,400
Federated Department Stores, Inc. Series
  C Wts.*                                        46,435             255,393
Federated Department Stores, Inc. Ser. D
  Wts.*                                          46,435             261,197
Finlay Enterprises, Inc. Cl. A Com.*             12,760             140,360
Food 4 Less Holdings, Inc. Wts.*++               24,223           2,159,238
Gaylord Container Corp. Wts.*                    50,000             525,000
General Media Inc. Wts.*+                         2,500              28,125
Geneva Steel Co. Wts.*+                          91,975             597,838
Goldriver Hotel & Casino Corp. Cl. B
  Com.*                                          52,500              52,500
Goldriver Hotel & Casino Corp.
  Liquidation Trust Units*++                  5,250,000              66,675
Harvard Industries, Inc. Cl. B Com.*             40,000             695,000
ICF Kaiser International, Inc. Wts.*             22,800               5,700
INDSPEC Chemical Corp. Wts.*++                      506             147,985
Insight Communications Co., L.P. Wts.*           25,000              21,250
Jewel Recovery L.P. Units*                       82,594                 826
Ladish Company, Inc. Com.*                      520,000             390,000
Little Switzerland, Inc. Com.*                   94,263             471,315
Mail-Well Holdings, Inc. Com.*+                   5,000              35,000
Miles Homes, Inc. Wts.*                          51,000              25,500
Motels of America, Inc. Com.*+                    5,500             440,000
Northeast Utilities Wts.*                        23,693              23,693
PageMart, Inc. Wts.*+                            21,850              71,013
Investment Portfolio (cont'd)
   Peebles Inc. Com.*++                          57,984           1,108,654
PST Holdings, Inc. Wts.*                         45,300              45,300
Pyramid Communications, Inc. Cl. B
  Com.*+                                          8,225             368,989
Renaissance Cosmetics, Inc. Wts.*+                2,000              30,000
S.D. Warren Holdings Corp. Units*+              108,000           3,294,000
Santa Fe Hotel Inc. Wts.*                       637,000             617,890
Sheffield Steel Corp. Wts.*                       5,000              30,000
Smittys Supermarkets, Inc. Cl. B Com.*            3,250              32,500
Terex Corp. Rts.*                                 5,250               3,938
Town & Country Corp. Cl. A Com.*                371,830             232,394
COMMON STOCKS & OTHER (cont'd)
TransAmerican Refinancing Corp. Wts.*            12,626         $    34,722
Universal Outdoor Holdings, Inc. Wts.*            9,700             388,000
Vestar/LPA Investment Corp. Com.+*               14,250             199,500
Waxman Industries, Inc. Wts.*+                  236,000              29,500
Zale Corp. Com.*                                 78,086             917,511
Total Common Stocks & Other
  (Cost $26,753,075)                                             27,145,249


                                Principal        Maturity          Value
                                  Amount           Date           (Note 1)
Commercial Paper 4.0%
Commercial Credit Co.,
  5.93%                        $10,472,000       4/11/1995      $ 10,472,000
Ford Motor Credit Co.,
  5.77%                            602,000       4/04/1995           602,000
General Electric Capital
  Corp., 5.85%                  10,166,000       4/04/1995        10,166,000
SmithKline Beecham Corp.,
  6.24%                          8,810,000       4/03/1995         8,806,917
Total Commercial Paper (Cost $30,046,917)                         30,046,917
Total Investments (Cost $781,966,479)--98.5%                     734,529,450
Cash and Other Assets, Less Liabilities--1.5%                     11,045,157
Net Assets--100.0%                                              $745,574,607
Federal Income Tax Information (Note 1):
At March 31, 1995, the net unrealized depreciation of
  investments based on cost for Federal income tax purposes
  of $784,358,501 was as follows:
Aggregate gross unrealized appreciation for all investments
  in which there is an excess of value over tax cost            $ 27,466,294
Aggregate gross unrealized depreciation for all investments
  in which there is an excess of tax cost over value             (77,295,345)
                                                                $(49,829,051)
The accompanying notes are an integral part of the financial statements.


                                       9
<PAGE>

  * Nonincome-producing securities

*** Payments of income may be made in cash or in the form of additional
    securities.

 ## Security is in default.

 ++ Security valued under consistently applied procedures established by the
    Trustees. Security restricted as to public resale. At March 31, 1995, there
    were no outstanding unrestricted securities of the same class as those
    held. The total cost and market value of restricted securities owned at
    March 31, 1995 were $7,905,324 and $11,794,381 (1.58% of net assets),
    respectively.

  + 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 March 31, 1995 were $43,420,415 and $41,899,089
    (5.62% of net assets), respectively.

                         ASSET COMPOSITION TABLE
                             March 31, 1995
                               (Unaudited)
                                        Percentage of
                  Ratings+++              Net Assets
                 
                  BB                          3.6%
                  B                          48.7
                  CCC and below              12.4
                  Unrated                    15.8
                  Equities                   14.6
                  Other                       4.9
                  TOTAL                     100.0%

+++ As rated by Standard & Poor's Corp. and/or
    equivalent rating by Moody's Investors Service, Inc.


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



                                       10
<PAGE>

Statement of Assets and Liabilities
March 31, 1995
Statement of Operations
For the year ended March 31, 1995

Assets
Investments, at value (Cost $781,966,479) (Note 1)          $734,529,450
Cash                                                               5,143
Interest and dividends receivable                             16,888,315
Receivable for securities sold                                 3,491,483
Receivable for fund shares sold                                  961,591
Other assets                                                      29,253
                                                             755,905,235
Liabilities
Payable for securities purchased                               6,353,845
Dividends payable                                              2,319,539
Payable for fund shares redeemed                                 542,705
Accrued management fee (Note 2)                                  407,202
Accrued transfer agent and shareholder services
  (Note 2)                                                       299,767
Accrued distribution fee (Note 4)                                233,062
Accrued trustees' fees (Note 2)                                    6,109
Other accrued expenses                                           168,399
                                                              10,330,628
Net Assets                                                  $745,574,607
Net Assets consist of:
 Undistributed net investment income                        $  1,789,475
 Unrealized depreciation of investments and foreign
   currency                                                  (47,430,074)
 Accumulated net realized loss                               (11,473,395)
 Shares of beneficial interest                               802,688,601
                                                            $745,574,607

 Net Asset Value and redemption price per share of
  Class A shares ($618,462,348 / 106,544,027 shares of
  beneficial interest)                                             $5.80
Maximum Offering Price per share of Class A shares
  ($5.80 / .955)                                                   $6.07
Net Asset Value and offering price per share of Class
  B shares ($117,767,451 / 20,351,219 shares of
  beneficial interest)*                                            $5.79
Net Asset Value, offering price and redemption price
  per share of Class C shares ($2,578,646 / 445,864
  shares of beneficial interest)                                   $5.78
Net Asset Value and offering price per share of Class
  D shares ($6,766,162 / 1,167,801 shares of
  beneficial interest)*                                            $5.79

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

Investment Income
Interest                                                    $ 77,025,308
Dividends, net of foreign taxes of $52,552                     5,660,507
                                                              82,685,815
Expenses
Management fee (Note 2)                                        4,696,647
Transfer agent and shareholder services (Note 2)               1,717,854
Custodian fee                                                    269,911
Reports to shareholders                                          106,460
Registration fees                                                 93,113
Audit fee                                                         72,555
Distribution fee--Class A (Note 4)                             1,563,183
Distribution fee--Class B (Note 4)                               911,610
Distribution fee--Class D (Note 4)                                45,186
Legal fees                                                        30,093
Trustees' fees (Note 2)                                           29,540
Miscellaneous                                                     37,781
                                                               9,573,933
Net investment income                                         73,111,882
Realized and Unrealized Gain (Loss)
  on Investments and Foreign Currency
Net realized loss on investments (Notes 1 and 3)             (10,256,401)
Net unrealized depreciation of investments                   (51,724,952)
Net unrealized appreciation of foreign currency                    6,956
Total net unrealized depreciation                            (51,717,996)
Net loss on investments and foreign currency                 (61,974,397)
Net increase in net assets resulting from operations        $ 11,137,485
The accompanying notes are an integral part of the financial statements.


                                       11
<PAGE>
Statement of Changes in Net Assets

                                           Year ended March 31
                                         1995               1994
Increase (Decrease) in Net Assets
Operations:
Net investment income               $  73,111,882       $  64,391,566
Net realized gain (loss) on
  investments*                        (10,256,401)         16,907,763
Net unrealized appreciation
  (depreciation) of investments
  and foreign currency                (51,717,996)            574,548
Net increase resulting from
  operations                           11,137,485          81,873,877
Dividends from net investment
  income:
 Class A                              (68,341,894)        (56,631,474)
 Class B                               (9,517,499)         (2,589,605)
 Class C                                 (185,611)            (37,348)
 Class D                                 (474,138)            (89,456)
                                      (78,519,142)        (59,347,883)
Distributions from net realized
  gains:
 Class A                               (5,956,632)        (13,829,751)
 Class B                                 (701,101)           (716,569)
 Class C                                  (10,576)             (8,941)
 Class D                                  (29,366)            (25,700)
                                       (6,697,675)        (14,580,961)
Net increase from fund share
  transactions (Note 5)                98,050,321         217,306,233
Total increase in net assets           23,970,989         225,251,266
Net Assets
Beginning of year                     721,603,618         496,352,352
End of year (including
  undistributed net investment
  income of $1,789,475 and
  $6,010,539, respectively)         $ 745,574,607       $ 721,603,618
* Net realized gain for Federal
  income tax purposes
  (Note 1)                          $   1,433,108       $  16,907,844
The accompanying notes are an integral part of the financial statements. 

Notes to Financial Statements
March 31, 1995

Note 1

MetLife-State Street Research High Income Fund, formerly MetLife-State Street
High Income Fund (the "Fund") is a series of MetLife-State Street Income Trust
(the "Trust"), which was organized as a Massachusetts business trust on
December 23, 1985 and is registered under the Investment Company Act of 1940,
as amended, as an open-end management investment company. The Trust commenced
operations in August, 1986. The Trust consists of three separate funds:
MetLife-State Street Research High Income Fund, MetLife-State Street Research
Government Securities Fund and MetLife-State Street Research Managed Assets.

The Fund offers four classes of shares. Class A shares are subject to an
initial sales charge of up to 4.50% and an annual service fee of 0.25% of
average daily net assets. Investments of $1 million or more in Class A shares,
which are not subject to any initial sales charge, are subject to a 1.00%
contingent deferred sales charge if redeemed within one year of purchase. Class
B shares are subject to a contingent deferred sales charge on certain
redemptions made within five years of purchase and pay annual distribution and
service fees of 1.00%. Class B shares automatically convert into Class A shares
(which pay lower ongoing expenses) at the end of eight years after the issuance
of the Class B shares. Class C shares are only offered to certain employee
benefit plans and large institutions. No sales charge is imposed at the time of
purchase or redemption of Class C shares. Class C shares do not pay any
distribution or service fees. Class D shares are subject to a contingent
deferred sales charge of 1.00% on any shares redeemed within one year of their
purchase. Class D shares also pay annual distribution and service fees of
1.00%. The Fund's expenses are borne pro-rata by each class, except that each
class bears expenses, and has exclusive voting rights with respect to
provisions of the Plan of Distribution, related specifically to that class. The
Trustees declare separate dividends on each class of shares.

The following significant accounting 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 Valuation

Fixed income securities are valued by a pricing service, which utilizes market
transactions, quotations from dealers, and various relationships among
securities in determining value. If not valued by a pricing service, such
securities are valued at prices obtained from independent brokers. Values for
listed equity securities reflect final sales 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 closing prices supplied through such
system. If not quoted on the NASDAQ system, such securities are valued at
prices obtained from independent brokers. In the absence of recorded sales,
valuations are at the mean of the closing bid and asked quotations. Short-term
securities maturing within sixty days are valued at amortized cost. Other
securities,


                                       12
<PAGE>
if any, are valued at their fair value as determined in good faith under
consistently applied procedures established by and under the supervision of the
Trustees.

Securities quoted in foreign currencies are translated into U.S. dollars at the
current exchange rate. Gains and losses that arise from changes in exchange
rates are not segregated from gains and losses that arise from changes in
market prices of investments. 

B. Security Transactions

Security transactions are accounted for on the trade date (date the order to
buy or sell is executed). Realized gains or losses are reported on the basis of
identified cost of securities delivered.

C. Net Investment Income

Net investment income is determined daily and consists of interest and
dividends accrued and discount earned, less the estimated daily expenses of the
Fund. Interest income is accrued daily as earned. Dividend income is accrued on
the ex-dividend date. Discount on debt obligations is amortized under the
effective yield method. Certain fixed income and preferred securities held by
the Fund pay interest or dividends in the form of additional securities
(payment-in-kind securities). Interest income on payment-in-kind fixed income
securities is recorded using the effective-interest method. Dividend income on
payment-in-kind preferred securities is recorded at the market value of
securities received. The Fund is charged for expenses directly attributable to
it, while indirect expenses are allocated among all funds in the Trust.

D. Dividends

Dividends are declared daily based upon projected net investment income and
paid or reinvested monthly. 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. The difference is primarily due to differing treatment
of accrued interest on defaulted bonds.

E. Federal Income Taxes

No provision for Federal income taxes is necessary because 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.

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, 1994
through March 31, 1995, the Fund incurred net capital losses of approximately
$9,300,000 and intends to defer and treat such losses as arising in the fiscal
year ending March 31, 1996.

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 0.65% of the Fund's average daily net assets.
In consideration of these fees, the Adviser furnishes the Fund with management,
investment advisory, statistical and research facilities and services. The
Adviser also pays all salaries, rent and certain other expenses of management.
During the year ended March 31, 1995, the fees pursuant to such agreement
amounted to $4,696,647.

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 March 31, 1995, the amount of such
expenses was $369,932.

The fees of the Trustees not currently affiliated with the Adviser amounted to
$29,540 during the year ended March 31, 1995.

Note 3

For the year ended March 31, 1995, purchases and sales of securities, exclusive
of short-term investments, aggregated $276,104,221 and $219,397,330,
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 service 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 March 31, 1995, fees pursuant to such plan amounted to $1,563,183,
$911,610 and $45,186 for Class A, Class B and Class D shares, respectively.

The Fund has been informed that the Distributor and MetLife Securities, Inc., a
wholly-owned subsidiary of Metropolitan, earned initial sales charges
aggregating $447,617 and $3,074,444, respectively, on sales of Class A shares
of the Fund during the year ended March 31, 1995, and that MetLife Securities,
Inc. earned commissions aggregating $1,900,150 on sales of Class B shares, and
that the Distributor collected contingent deferred sales charges aggregating
$1,238, $274,749 and $2,188 on redemptions of Class A, Class B and Class D
shares, respectively, during the same period.


                                       13
<PAGE>
Note 5

The Trustees have the authority to issue an unlimited number of shares of
beneficial interest, $.001 par value per share.
At March 31, 1995, Metropolitan owned 161 Class C shares and 80,884 Class D
shares and the Distributor owned 7,018 Class A shares of the Fund.
Share transactions were as follows:


                                      Year ended March 31
                             1995                             1994
Class A             Shares          Amount          Shares          Amount

Shares sold        21,246,001   $128,017,213      32,495,584     $ 210,084,064
Issued upon
  reinvestment
  of:
 Dividends from
  net investment
  income            7,531,344      44,748,968      6,172,634        39,889,890
 Distributions
  from net
  realized gains      721,885       4,490,064      1,715,679        11,077,389
Shares
  repurchased     (24,109,224)   (144,623,371)   (17,791,152)     (115,421,759)
Net increase        5,390,006   $  32,632,874     22,592,745     $ 145,629,584
                                                          June 1, 1993
                                                        (Commencement of
                                                    Share Class Designations)
                                                        to March 31, 1994
Class B              Shares         Amount          Shares           Amount
Shares sold        11,897,541   $  71,267,750     11,214,389     $  72,828,188
Issued upon
  reinvestment
  of:
 Dividends from
  net investment
  income              978,091       5,757,785        236,230         1,537,046
 Distributions
  from net
  realized gains       85,923         533,729         93,345           607,668
Shares
  repurchased      (3,103,165)    (18,503,010)    (1,051,135)       (6,853,424)
Net increase        9,858,390   $  59,056,254     10,492,829     $  68,119,478

Class C               Shares         Amount          Shares           Amount
Shares sold           425,482   $   2,530,906        155,693     $   1,010,768
Issued upon
  reinvestment
  of:
 Dividends from
  net investment
  income               19,434         114,077          4,127            26,652
 Distributions
  from net
  realized gains        1,182           7,338          1,127             7,339
Shares
  repurchased        (132,914)       (791,910)       (28,267)         (184,726)
Net increase          313,184   $   1,860,411        132,680     $     860,033

Class D               Shares          Amount         Shares           Amount
Shares sold         1,263,734   $   7,538,932        491,529     $   3,205,001
Issued upon
  reinvestment
  of:
 Dividends from
  net investment
  income               35,765         209,720          2,443            15,956
 Distributions
  from net
  realized gains        3,762          23,361          4,616            30,091
Shares
  repurchased        (549,698)     (3,271,231)       (84,350)         (553,910)
Net increase          753,563   $   4,500,782        414,238     $   2,697,138


                                       14
<PAGE>
Financial Highlights
For a share outstanding throughout each year.

<TABLE>
<CAPTION>
                                                            Class A
                                                      Year ended March 31
                               1995***         1994          1993          1992           1991

<S>                            <C>            <C>           <C>           <C>            <C>
Net asset value, beginning
  of year                       $ 6.43        $ 6.32        $ 5.95        $ 5.21         $ 5.88
Net investment income*             .61           .66           .67           .71            .75
Net realized and
  unrealized gain (loss)
  on investments and
    foreign currency              (.58)          .22           .37           .72           (.67)
Dividends from net
  investment income               (.60)         (.62)         (.67)         (.69)          (.75)
Distributions from net
  realized gains                  (.06)         (.15)           --            --             --
Net asset value, end of
  year                           $5.80         $6.43         $6.32         $5.95          $5.21
Total return                      1.80%+       14.58%+       18.70%+       28.99%+         2.18%+
Net assets at end of year
  (000s)                      $618,462      $650,755      $496,352      $308,921        $195,739
Ratio of operating
  expenses to average net
  assets*                         1.23%         1.16%         1.15%         1.17%          1.21%
Ratio of net investment
  income to average net
  assets*                        10.19%        10.41%        11.25%        12.71%         14.21%
Portfolio turnover rate          31.55%        24.36%        79.39%        72.62%         58.15%
*Reflects voluntary
  assumption of fees or
  expenses per share in
  each year.                        --        $  .00            --            --             --
</TABLE>

<TABLE>
<CAPTION>
                                        Class B                       Class C                         Class D
                               Year ended                     Year ended                    Year ended
                                March 31,                     March 31,                      March 31,
                                 1995***        1994**         1995***         1994**         1995***          1994**
<S>                             <C>             <C>            <C>             <C>            <C>              <C>
Net asset value, beginning
  of year                       $   6.42        $  6.34         $ 6.42         $ 6.34         $ 6.42           $ 6.34
Net investment income*               .57            .51            .64            .57            .58              .51
Net realized and
  unrealized gain (loss)
  on investments  and
  foreign currency                  (.58)           .15           (.60)           .14           (.59)             .15
Dividends from net
  investment income                 (.56)          (.48)          (.62)          (.53)          (.56)            (.48)
Distributions from net
  realized gains                    (.06)          (.10)        (.06)            (.10)        (.06)              (.10)
Net asset value, end of
  year                             $5.79          $6.42          $5.78          $6.42          $5.79            $6.42
Total return                        0.89%+        10.76%+++       1.73%+        11.67%+++       0.88%+          10.74%+++
Net assets at end of year
  (000s)                        $117,767        $67,337         $2,579         $  851         $6,766           $2,661
Ratio of operating
  expenses to average net
  assets*                           1.98%          1.93%++        0.98%          0.93%++        1.98%            1.93%++
Ratio of net investment
  income to average net
  assets*                           9.65%         10.32%++       10.85%         11.32%++        9.81%           10.32%++
Portfolio turnover rate            31.55%         24.36%         31.55%         24.36%         31.55%           24.36%
*Reflects voluntary
  assumption of fees or
  expenses per  share in
  each year.                          --        $   .00             --         $  .00             --           $  .00
</TABLE>
 ** June 1, 1993 (commencement of share class designations) to March 31, 1994.
 ++ Annualized
  + Total return figures do not reflect any front-end or contingent deferred
    sales charges.
+++ Represents aggregate return for the period without annualization and does
    not reflect any front-end or contingent deferred sales charges.
*** Per-share figures have been calculated using the average shares method.


                                       15
<PAGE>
Report of Independent Accountants

To the Trustees of MetLife-State Street Income Trust and the
Shareholders of MetLife-State Street Research High Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including
the investment portfolio, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of MetLife-State Street Research High
Income Fund (formerly MetLife-State Street High Income Fund) (a series of
MetLife-State Street Income Trust, hereafter referred to as the "Trust") at
March 31, 1995, and the results of its operations, the changes in its net
assets and the financial highlights for the periods indicated, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Trust's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities owned at March 31, 1995
by correspondence with the custodian and brokers and the application of
alternative procedures where confirmations from brokers were not received,
provide a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
Boston, Massachusetts
May 12, 1995


                                       16
<PAGE>
Management's Discussion of Fund Performance

High Income Fund outperformed the average for Lipper's High Current Yield
category for the 12 months ended March 31, 1995.

During 1994, the portfolio's "B" rated bonds were less sensitive than
higher-quality bonds to the Fed's interest rate hikes. Plus, the Fund's high
level of income helped balance price weakness to some extent. Performance
suffered during the last few months of 1994, however, because of some defaults
in the portfolio and weakness in the high-yield market.

In the first three months of 1995, the Fund benefited from a favorable
supply-demand relationship. Supply was low--issuers were hesitant after 1994's
difficulties--and demand was very strong.

High Income Fund's portfolio continues to emphasize high-yield bonds, at about
80% of the portfolio. Preferred stocks, common stocks and warrants represent
approximately 15% of the portfolio. The portfolio is diversified in more than
150 different securities.

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. In January 1994, the Fund changed its
investment objective to include capital appreciation as a secondary
consideration in selecting portfolio securities, to eliminate requirements that
a percentage of the Fund be invested in certain rating categories, and to allow
greater use of convertible and preferred securities. Previously, the Fund was
required to invest at least 65% in securities rated BBB, BB or B. Shares of the
Fund had no class designations until June 1, 1993, when designations were
assigned based on the pricing and 12b-1 fees applicable to shares sold
thereafter. Performance data for a specified class include periods prior to the
adoption of class designations. "A" share returns for each of the periods
reflect the maximum 4.5% sales charge. "B" share returns for the 1- and 5-year
periods reflect a 5% and a 2% contingent deferred sales charge, respectively.
"C" shares, offered without a sales charge, are available only to certain
employee benefit plans and large institutions. "D" share return for the 1-year
period reflects a 1% contingent deferred sales charge. Performance for "B" and
"D" shares prior to June 1, 1993, reflects annual 12b-1 fees of .25% and
performance thereafter reflects annual 12b-1 fees of 1%, which will reduce
subsequent performance. The First Boston High Yield Index is a commonly-used
measure of high-yield bond 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.

Comparison of Change In Value Of A $10,000
Investment in High Income Fund and
The First Boston High Yield Index

Class A Shares [Line chart]
                      Average Annual Total Return
                  1 Year      5 Year     Life of Fund
                  -2.78%     +11.74%        +9.18%

                        86     9,550   10,000
                        87    10,631   10,888
                        88    11,136   11,555
                        89    12,509   12,642
                        90    11,670   12,152
                        91    11,926   13,841
                        92    15,378   18,163
                        93    18,252   20,951
                        94    20,912   23,037
                        95    21,289   24,144
Class B Shares [Line chart]
                     Average Annual Total Return
                  1 Year     5 Year     Life of Fund
                  -3.62     +12.17%          +9.55%

                        86    10,000   10,000
                        87    11,132   10,888
                        88    11,661   11,555
                        89    13,099   12,642
                        90    12,220   12,152
                        91    12,488   13,841
                        92    16,102   18,163
                        93    19,113   20,951
                        94    21,736   23,037
                        95    21,930   24,144

Class C Shares [Line chart]
                     Average Annual Total Return
                  1 Year     5 Year     Life of Fund
                  +1.73%    +12.77%          +9.76%

                        86    10,000   10,000
                        87    11,132   10,888
                        88    11,661   11,555
                        89    13,099   12,642
                        90    12,220   12,152
                        91    12,488   13,841
                        92    16,102   18,163
                        93    19,113   20,951
                        94    21,913   20,037
                        95    22,292   24,144

Class D Shares [Line chart]
                     Average Annual Total Return
                  1 Year     5 Year     Life of Fund
                  -0.02%    +12.40%          +9.55%

                        86    10,000   10,000
                        87    11,132   10,888
                        88    11,661   11,555
                        89    13,099   12,642
                        90    12,220   12,152
                        91    12,488   13,841
                        92    16,102   18,163
                        93    19,113   20,951
                        94    21,731   23,037
                        95    21,922   24,144


                                       17
<PAGE>
Fund Information, Officers and Trustees of MetLife-State Street Income 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

Goodwin, Procter & Hoar
Exchange Place
Boston, MA 02109

Independent Accountants

Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

Officers

Ralph F. Verni

Chairman of the Board,
President and
Chief Executive Officer

Bartlett R. Geer
Vice President

John H. Kallis
Vice President

Michael R. Yogg
Vice President

Gerard P. Maus
Treasurer

Joseph W. Canavan
Assistant Treasurer

Douglas A. Romich
Assistant Treasurer

Constantine Hutchins, Jr.
Secretary and General Counsel

Darman A. Wing
Assistant Secretary and
Assistant General Counsel

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

                                       18
<PAGE>

[Back Cover]

MetLife-State Street Research High Income Fund
One Financial Center 
Boston, MA 02111 

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Call us at 1-800-562-0032, 


MetLife-State Street Research Government Securities Fund 
Investment Portfolio 

March 31, 1995

<TABLE>
<CAPTION>
                            Principal 
                              Amount                                                          Maturity Date      Value (Note 1) 
<S>                         <C>              <C>                                              <C>                <C>
U.S. Government Securities 85.0% 
U.S.                        $ 1,850,000      U.S. Treasury Bond, 10.75%                          8/15/2005        $  2,304,120 
Treasury                      9,150,000      U.S. Treasury Bond, 9.25%                           2/15/2016          10,754,086 
47.9%                         7,225,000      U.S. Treasury Bond, 8.125%                          8/15/2021           7,673,167 
                              3,875,000      U.S. Treasury Note, 9.375%                          4/15/1996           3,982,764 
                              9,650,000      U.S. Treasury Note, 8.50%                           5/15/1997           9,962,081 
                                550,000      U.S. Treasury Note, 5.875%                          3/31/1999             528,258 
                              4,100,000      U.S. Treasury Note, 7.125%                          9/30/1999           4,108,323 
                              1,800,000      U.S. Treasury Note, 7.50%                          11/15/2001           1,831,500 
                              3,700,000      U.S. Treasury Note, 6.375%                          8/15/2002           3,527,136 
                              1,600,000      U.S. Treasury Note, 5.75%                           8/15/2003           1,451,504 
                                                                                                                    46,122,939 
U.S. Agency                     464,090      Federal Home Loan Mortgage Corp. 
Mortgage                                     Gold, 6.50%                                         2/01/2009             441,030 
35.5%                         1,885,548      Federal Home Loan Mortgage Corp. 
                                             Gold, 6.50%                                         5/01/2009           1,791,855 
                                892,835      Federal Home Loan Mortgage Corp. 
                                             FHA-VA, 9.00%                                      12/01/2009             915,486 
                              2,000,000      Federal Home Loan Mortgage Corp. 
                                             Series 1547-PJ PAC, 6.60%                           2/15/2022           1,836,860 
                              1,142,017      Federal Home Loan Mortgage Corp. 
                                             Gold, 7.50%                                         8/01/2024           1,105,964 
                              3,021,300      Federal Home Loan Mortgage Corp. 
                                             Gold, 7.50%                                         1/01/2025           2,925,918 
                              4,900,000      Federal Home Loan Mortgage Corp. 
                                             Gold, 7.00%+                                       4/19/2025            4,621,312 
                              1,813,460      Federal Housing Administration, 10.00%             3/01/2033            1,884,298 
                              1,047,818      Federal Housing Administration, 9.625%             12/01/2033           1,076,633 
                              1,125,000      Federal National Mortgage Association 
                                             REMIC Series 93-121-PK PAC, 6.50%                  10/25/2021           1,024,099 
                                880,407      Federal National Mortgage Association 
                                             FHA-VA, 8.00%                                       4/01/2008             875,133 
                              1,237,562      Federal National Mortgage Association 
                                             FHA-VA, 8.00%                                       6/01/2008           1,230,149 
                              1,888,011      Federal National Mortgage Association 
                                             FHA-VA, 8.50%                                       2/01/2009           1,945,822 
                              1,554,255      Federal National Mortgage Association 
                                             FHA-VA, 9.00%                                       5/01/2009           1,598,178 
The accompanying notes are an integral part of the financial statements. 

 <PAGE>

U.S. Agency                  $  698,014      Federal National Mortgage Association 
Mortgage                                     FHA-VA, 9.00%                                       4/01/2016        $    717,740 
(cont'd)                      2,132,005      Federal National Mortgage Association, 7.00%        6/01/2023           2,008,071 
                              1,098,388      Federal National Mortgage Association, 7.00%        2/01/2024           1,034,539 
                                427,337      Government National Mortgage Association, 
                                             9.00%                                               4/15/2017             442,661 
                                317,739      Government National Mortgage Association, 
                                             9.50%                                               9/15/2019             333,229 
                              1,808,352      Government National Mortgage Association, 
                                             7.50%                                               1/15/2023           1,745,060 
                                943,329      Government National Mortgage Association, 
                                             7.50%                                              10/15/2023             910,313 
                                686,343      Government National Mortgage Association, 
                                             7.50%                                              12/15/2023             662,321 
                                976,736      Government National Mortgage Association, 
                                             7.50%                                               1/15/2024             942,551 
                              2,359,522      Government National Mortgage Association, 
                                             6.50%                                               7/15/2024           2,130,200 
                                                                                                                    34,199,422 
U.S. Agency                   1,400,000      Federal National Mortgage Association, 9.65%        8/10/2020           1,508,500 
1.6%                                         Total U.S. Government Securities (Cost 
                                             $82,126,508)                                                           81,830,861 
Other Investments 13.4% 
Trust                         1,000,000      Cooperative Utility Trust Certificates, 
Certificates                                 9.52%                                               3/15/2019           1,092,010 
4.3%                            707,264      Government Backed Trust, Class T-2, 9.40%          11/15/1996             717,852 
                              1,294,871      Government Trust Certificates, Class 2-D, 
                                             9.25%                                              11/15/1996           1,318,929 
                              1,000,000      Government Trust Certificates, Class 2-E, 
                                             9.40%                                               5/15/2002          1,071,360 
                                                                                                                    4,200,151 
Finance/                      2,254,057      Prudential Home Mortgage Series 93-29 A-6 
Mortgage                                     PAC, 6.75%                                          8/25/2008           2,191,349 
5.3%                          1,200,000      Prudential Home Mortgage Series 93-54 A-21 
                                             PAC, 5.50%                                          1/25/2024           1,111,500 
                              1,356,445      Residential Funding Corp. Series 93-S25 A-1 
                                             PAC, 6.50%                                          7/25/2008           1,308,115 
                                488,386      Residential Funding Corp. Series 93-S49 A-1 
                                             PAC, 6.00%                                         12/25/2008            479,683 
                                                                                                                    5,090,647 
Foreign                  Australian Dollar 
Government                    1,000,000      Commonwealth of Australia, 9.50%                    8/15/2003             720,655 
3.8%                       Canadian Dollar 
                                 75,000      Government of Canada, 9.75%                        12/01/2001              57,188 
                                300,000      Government of Canada, 7.50%                        12/01/2003             200,613 
The accompanying notes are an integral part of the financial statements. 


                                       2
<PAGE>

Foreign                       Danish Krone 
Government                    4,500,000      Kingdom of Denmark, 7.00%                          12/15/2004        $    725,220 
(cont'd)                     Deutsche Mark 
                              1,350,000      Republic of Germany, 6.625%                         7/09/2003             946,422 
                              Italian Lira 
                            800,000,000      Republic of Italy, 8.50%                            4/01/1999             408,440 
                            Pound Sterling 
                                200,000      United Kingdom Treasury, 9.75%                      8/27/2002             343,689 
                            Spanish Peseta 
                             35,000,000      Government of Spain, 10.90%                         8/30/2003             256,270 
                                                                                                                    3,658,497 
                                             Total Other Investments (Cost $13,194,705)                             12,949,295 
 Short-Term Obligations 5.6% 
                             $2,360,000      Federal Home Loan Bank, 5.85%                       4/03/1995           2,359,233 
                              3,000,000      Federal Home Loan Bank, 6.00%                       4/07/1995           2,997,000 
                                             Total Short-Term Obligations (Cost $5,356,233)                          5,356,233 
                                             Total Investments (Cost 
                                             $100,677,446)--104.0%                                                 100,136,389 
                                             Cash and Other Assets, Less 
                                             Liabilities--(4.0)%                                                    (3,827,297) 
                                             Net Assets--100.0%                                                   $96,309,092 

                                             Federal Income Tax Information: 
                                             At March 31, 1995, the net unrealized 
                                             depreciation of investments based on cost 
                                             for 
                                             Federal income tax purposes of 
                                             $100,780,837 was as follows: 
                                             Aggregate gross unrealized appreciation 
                                             for all investments in which there is an 
                                             excess of value over tax cost                                        $    948,170 
                                             Aggregate gross unrealized depreciation 
                                             for all investments in which there is an 
                                             excess of tax cost over value                                          (1,592,618) 
                                                                                                                  $   (644,448) 
</TABLE>
+ Represents "TBA" (to be announced) purchase commitment to purchase securities 
for a fixed unit price at a future date beyond customary settlement time. 
Although the unit price has been established, the principal value has not been 
finalized. 

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


                                       3
<PAGE>

Forward currency exchange contracts outstanding at March 31, 1995 are as 
follows: 

<TABLE>
<CAPTION>
                                                                                Unrealized 
                                                             Contract          Appreciation      Delivery 
                                   Total Value                 Price          (Depreciation)       Date 
<S>                           <C>               <C>      <C>          <C>        <C>              <C>
Sell Australian dollar 
  Buy U.S. dollars                295,000       AUD       .74200      AUD        $  2,603         4/13/95 
 Sell Australian dollar 
  Buy U.S. dollars                345,848       AUD       .74490      AUD           3,850         5/16/95 
 Sell Australian dollar 
  Buy U.S. dollars                224,894       AUD       .73610      AUD             487         5/24/95 
Sell Canadian dollar 
  Buy U.S. dollars                 55,228       CAD       .70572      CAD              35         4/24/95 
Sell Canadian dollar 
  Buy U.S. dollars                269,700       CAD       .70602      CAD          (1,850)        5/16/95 
Sell Danish krone 
  Buy U.S. dollars              3,863,000       DKK       .17621      DKK         (27,271)        5/16/95 
Sell Deutsche mark 
  Buy U.S. dollars              1,297,600       DEM       .71721      DEM         (14,245)        5/24/95 
Sell Italian lira 
  Buy U.S. dollars            685,210,280       ITL       .00059      ITL           1,443         5/16/95 
Sell Pound sterling 
  Buy U.S. dollars                101,600       GBP      1.56800      GBP          (5,241)        4/24/95 
Sell Pound sterling 
  Buy U.S. dollars                105,000       GBP      1.58110      GBP          (3,887)        5/24/95 
Sell Spanish peseta 
  Buy U.S. dollars             33,164,993       ESP       .00768      ESP          (6,348)        5/16/95 
                                                                                 $(50,424) 
</TABLE>
The accompanying notes are an integral part of the financial statements. 

                                       4
<PAGE>


MetLife-State Street Research Government Securities Fund 
Statement of Assets and Liabilities 
March 31, 1995 

<TABLE>
<S>                <S>                                                             <C>                    <C>
Assets             Investments, at value (Cost $100,677,446) (Note 1)                                     $100,136,389 
                   Cash                                                                                          4,305 
                   Interest receivable                                                                       1,265,297 
                   Receivable for fund shares sold                                                              44,000 
                   Receivable from Distributor (Note 3)                                                         12,235 
                   Foreign tax receivable                                                                        9,082 
                   Receivable for open forward contracts                                                         8,418 
                   Other assets                                                                                  9,861 
                                                                                                           101,489,587 
Liabilities        Payable for securities purchased                                $4,659,213 
                   Dividends payable                                                  136,346 
                   Payable for fund shares redeemed                                   102,724 
                   Accrued transfer agent and shareholder services (Note 
                    2)                                                                 63,258 
                   Payable for open forward contracts                                  58,842 
                   Accrued management fee (Note 2)                                     53,714 
                   Accrued distribution fee (Note 5)                                   30,644 
                   Accrued trustees' fees (Note 2)                                      2,295 
                   Other accrued expenses                                              73,459                5,180,495 
Net Assets                                                                                                $ 96,309,092 
                   Net Assets consist of: 
                   Distribution in excess of net investment income                                        $   (239,293) 
                   Unrealized depreciation of investments                                                     (541,057) 
                   Unrealized depreciation of forward contracts and foreign currency                           (48,865) 
                   Accumulated net realized loss                                                            (5,013,760) 
                   Shares of beneficial interest                                                           102,152,067 
                                                                                                          $ 96,309,092 
                   Net Asset Value and redemption price per share of Class A shares 
                    ($80,294,119 / 11,547,948 shares of beneficial interest)                              $       6.95 
                   Maximum Offering Price per share of Class A shares ($6.95 / .955)                      $       7.28 
                   Net Asset Value and offering price per share of Class B shares 
                    ($14,217,486 / 2,045,557 shares of beneficial interest)*                              $       6.95 
                   Net Asset Value, offering price and redemption price per share of 
                    Class C shares ($212,837 / 30,580 shares of beneficial interest)                      $       6.96 
                   Net Asset Value and offering price per share of Class D shares 
                    ($1,584,650 / 227,649 shares of beneficial interest)*                                 $       6.96 
</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>


MetLife-State Street Research Government Securities Fund 
Statement of Operations 
For the year ended March 31, 1995 

<TABLE>
<S>                  <S>                                                      <C>            <C>               
Investment 
Income               Interest, net of foreign taxes of $11,319                                  $ 8,108,057 

Expenses             Management fee (Note 2)                                  $   676,164 
                     Transfer agent and shareholder services (Note 2)             369,580 
                     Custodian fee                                                133,282 
                     Registration fees                                             72,306 
                     Reports to shareholders                                       36,687 
                     Audit fee                                                     31,288 
                     Distribution fee--Class A (Note 5)                           220,358 
                     Distribution fee--Class B (Note 5)                           141,126 
                     Distribution fee--Class D (Note 5)                            15,350 
                     Legal fees                                                    14,392 
                     Trustees' fees (Note 2)                                       13,193 
                     Miscellaneous                                                 13,761 
                                                                                1,737,487 
                     Expenses borne by the distributor (Note 3)                  (320,400)        1,417,087 
                     Net investment income                                                        6,690,970 

Realized and 
Unrealized           Net realized loss on investments (Notes 1 and 4)          (4,914,104) 
Gain (Loss) on       Net realized loss on forward contracts and foreign 
Investments,          currency (Note 1)                                          (467,052)   
                       Total net realized loss                                                   (5,381,156) 
   
Foreign Currency     Net unrealized appreciation of investments                 1,698,025 
and Forward          Net unrealized appreciation of forward contracts and 
Contracts             foreign currency                                            117,183 
                       Total net unrealized appreciation                                          1,815,208 
                     Net loss on investments, foreign currency and 
                      forward contracts                                                          (3,565,948) 
                     Net increase in net assets resulting from operations                       $ 3,125,022 
</TABLE>
The accompanying notes are an integral part of the financial statements. 


                                       6
<PAGE>

MetLife-State Street Research Government Securities Fund 
Statement of Changes in Net Assets 

<TABLE>
<CAPTION>
                                                                                    Year ended March 31 
                                                                                  1995               1994 
<S>                  <S>                                                      <C>                <C>
Increase             Operations: 
(Decrease)           Net investment income                                    $  6,690,970       $  6,661,206 
in Net Assets        Net realized gain (loss) on investments, foreign 
                      currency and forward contracts*                           (5,381,156)         1,709,018 
                     Net unrealized appreciation (depreciation) 
                      of investments, foreign currency and 
                      forward contracts                                          1,815,208         (5,820,842) 
                     Net increase resulting from operations                      3,125,022          2,549,382 
                     Dividends from net investment income: 
                      Class A                                                   (5,376,299)        (6,384,227) 
                      Class B                                                     (758,387)          (342,779) 
                      Class C                                                      (15,053)            (1,581) 
                      Class D                                                      (82,366)           (31,523) 
                                                                                (6,232,105)        (6,760,110) 
                     Distributions from net realized gains: 
                      Class A                                                     (267,802)        (2,625,526) 
                      Class B                                                      (39,582)          (155,313) 
                      Class C                                                         (793)              (558) 
                      Class D                                                       (4,229)            (9,177) 
                                                                                  (312,406)        (2,790,574) 
                     Net increase (decrease) from fund share transactions 
                      (Note 7)                                                 (17,469,461)        27,632,491 
                     Total increase (decrease) in net assets                   (20,888,950)        20,631,189 

Net Assets           Beginning of year                                         117,198,042         96,566,853 
                     End of year (including overdistributed net 
                      investment income of $239,293 and $202,102, 
                      respectively)                                           $ 96,309,092       $117,198,042 

                *    Net realized gain (loss) for Federal income 
                      tax purposes (Note 1)                                   $ (3,074,207)      $  2,091,358 
</TABLE>
The accompanying notes are an integral part of the financial statements. 


                                       7
<PAGE>

MetLife-State Street Research Government Securities Fund 
Notes to Financial Statements 
March 31, 1995 

Note 1 

MetLife-State Street Research Government Securities Fund, formerly 
MetLife-State Street Government Securities Fund (the "Fund") is a series of 
MetLife-State Street Income Trust (the "Trust"), which was organized as a 
Massachusetts business trust in December, 1985 and is registered under the 
Investment Company Act of 1940, as amended, as an open-end management 
investment company. The Trust commenced operations in August, 1986. The Trust 
consists presently of three separate funds: MetLife-State Street Research 
Government Securities Fund, MetLife- State Street Research High Income Fund 
and MetLife-State Street Research Managed Assets. 

The Fund offers four classes of shares. Class A shares are subject to an 
initial sales charge of up to 4.50% and an annual service fee of 0.25% of 
average daily net assets. Class B shares are subject to a contingent deferred 
sales charge on certain redemptions made within five years of purchase and 
pay annual distribution and service fees of 1.00%. Class B shares 
automatically convert into Class A shares (which pay lower ongoing expenses) 
at the end of eight years after the issuance of the Class B shares. Class C 
shares are only offered to certain employee benefit plans and large 
institutions. No sales charge is imposed at the time of purchase or 
redemption of Class C shares. Class C shares do not pay any distribution or 
service fees. Class D shares are subject to a contingent deferred sales 
charge of 1.00% on any shares redeemed within one year of their purchase. 
Class D shares also pay annual distribution and service fees of 1.00%. The 
Fund's expenses are borne pro-rata by each class, except that each class 
bears expenses, and has exclusive voting rights with respect to provisions of 
the Plan of Distribution, related specifically to that class. The Trustees 
declare separate dividends on each class of shares. 

The following significant accounting 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 Valuation 

Securities are valued by a pricing service, which utilizes market 
transactions, quotations from dealers, and various relationships among 
securities in determining value. Securities for which there is no such 
valuation, if any, are valued at their fair value as determined in accordance 
with established methods consistently applied. Short-term securities maturing 
within sixty days are valued at amortized cost. 

B. Security Transactions 

Security transactions are accounted for on the trade date (date the order to 
buy or sell is executed). Realized gains or losses are reported on the basis 
of identified cost of securities delivered. 

C. Net Investment Income 

Net investment income is determined daily and consists of interest accrued 
and discount earned, less the estimated daily expenses of the Fund. Interest 
income is accrued daily as earned. Accretion of discount is computed under 
the effective yield method. The Fund is charged for expenses directly 
attributable to it, while indirect expenses are allocated among all funds in 
the Trust. 

D. Dividends 

Dividends are declared daily based upon projected net investment income and 
paid or reinvested monthly. 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 


                                       8
<PAGE>
generally accepted accounting principles. The difference is primarily due to 
differing treatments for foreign currency transactions and paydown gains and 
losses. 

E. Federal Income Taxes 

No provision for Federal income taxes is necessary because 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. At March 31, 1995, the 
Fund had a capital loss carryforward of $3,074,207 available, to the extent 
provided in regulations, to offset future capital gains, if any, which 
expires on March 31, 2003. 

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 March 31, 1994, the Fund incurred net capital losses of $194,698 and 
has deferred and treated such losses as arising in the fiscal year ending 
March 31, 1995. From November 1, 1994 through March 31, 1995, the Fund 
incurred net capital losses of approximately $1,836,000 and intends to defer 
and treat such losses as arising in the fiscal year ending March 31, 1996. 

F. Forward Contracts and Foreign Currencies 

The Fund enters into forward foreign currency exchange contracts in order to 
hedge its exposure to changes in foreign currency exchange rates on its 
foreign portfolio holdings and to hedge certain purchase and sale commitments 
denominated in foreign currencies. A forward foreign currency exchange 
contract is an obligation by the Fund to purchase or sell a specific currency 
at a future date, which may be any fixed number of days from the origination 
date of the contract. Forward foreign currency exchange contracts establish 
an exchange rate at a future date. These contracts are transferable in the 
interbank market conducted directly between currency traders (usually large 
commercial banks) and their customers. Risks may arise from the potential 
inability of a counterparty to meet the terms of a contract and from 
unanticipated movements in the value of foreign currencies relative to the 
U.S. dollar. The aggregate principal amount of forward currency exchange 
contracts is recorded in the Fund's accounts. All commitments are marked-to- 
market at the applicable transaction rates resulting in unrealized gains or 
losses. The Fund records realized gains or losses at the time the forward 
contracts are extinguished by entry into a closing contract or by delivery of 
the currency. Neither spot transactions nor forward currency exchange 
contracts eliminate fluctuations in the prices of the Fund's portfolio 
securities or in foreign exchange rates, or prevent loss if the price of 
these securities should decline. 

Securities quoted in foreign currencies are translated into U.S. dollars at 
the current exchange rate. Gains and losses that arise from changes in 
exchange rates are not segregated from gains and losses that arise from 
changes in market prices of investments. 

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 0.65% of the Fund's average daily net 
assets. In consideration of these fees, the Adviser furnishes the Fund with 
management, investment 


                                       9
<PAGE>

advisory, statistical and research facilities and services. The Adviser also 
pays all salaries, rent and certain other expenses of management. During the 
year ended March 31, 1995, the fees pursuant to such agreement amounted to 
$676,164. 

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 March 31, 1995, the amount of such 
expenses was $73,343. 

The fees of the Trustees not currently affiliated with the Adviser amounted 
to $13,193 during the year ended March 31, 1995. 

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 March 31, 1995, the amount of such expenses 
assumed by the Distributor and its affiliates was $320,400. 

Note 4 

For the year ended March 31, 1995, purchases and sales of securities, 
exclusive of short-term obligations, aggregated $129,315,755 and $138,333,757 
(including $123,715,180 and $131,616,638 of U.S. Government obligations), 
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 
service 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 March 31, 1995, fees pursuant to 
such plan amounted to $220,358, $141,126 and $15,350 for Class A, Class B and 
Class D shares, respectively. 

The Fund has been informed that the Distributor and MetLife Securities, Inc., 
a wholly-owned subsidiary of Metropolitan, earned initial sales charges 
aggregating $28,307 and $200,911, respectively, on sales of Class A shares of 
the Fund during the year ended March 31, 1995, and that MetLife Securities, 
Inc. earned commissions aggregating $119,001 on sales of Class B shares, and 
that the Distributor collected contingent deferred sales charges of $75,141 
and $360 on redemptions of Class B and Class D shares, respectively, during 
the same period. 

Note 6 

At a meeting held on April 21, 1995, the shareholders approved a merger of 
the Fund into State Street Research Government Income Fund. The closing date 
for the merger will be on or about May 15, 1995. 


                                       10
<PAGE>
Note 7 

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

Notes (cont'd)At March 31, 1995, Metropolitan owned 135 Class C shares and 
67,748 Class D shares of the Fund and the Distributor owned 6,945 Class A 
shares of the Fund. 

Share transactions were as follows: 
<TABLE>
<CAPTION>
                                                                     Year ended March 31 
                                                          1995                                1994 
<S>                                           <C>              <C>                <C>              <C>
Class A                                         Shares            Amount            Shares            Amount 
Shares sold                                    1,283,129       $  8,855,649        4,180,729       $ 31,583,729 
Issued upon reinvestment of: 
 Dividends from net investment income            555,675          3,832,140          655,790          4,928,284 
 Distributions from net realized gains            31,820            223,034          296,896          2,212,298 
Shares repurchased                            (4,549,885)       (31,412,092)      (3,649,225)       (27,342,206) 
Net increase (decrease)                       (2,679,261)      $(18,501,269)       1,484,190       $ 11,382,105 

                                                                                           June 1, 1993 
                                                                                         (Commencement of 
                                                                                     Share Class Designations) 
                                                                                         to March 31, 1994 
Class B                                         Shares            Amount            Shares            Amount 
Shares sold                                      647,574       $  4,497,892        2,167,713       $ 16,313,099 
Issued upon reinvestment of: 
 Dividends from net investment income             85,196            586,853           34,715            258,187 
 Distributions from net realized gains             5,262             36,905           18,821            140,026 
Shares repurchased                              (600,293)        (4,140,549)        (313,431)        (2,324,770) 
Net increase                                     137,739       $    981,101        1,907,818       $ 14,386,542 

Class C                                         Shares            Amount            Shares            Amount 
Shares sold                                        3,211       $     22,685           42,565       $    305,304 
Issued upon reinvestment of: 
 Dividends from net investment income                116                806              156              1,161 
 Distributions from net realized gains                10                 69               76                558 
Shares repurchased                               (10,255)           (71,448)          (5,299)           (39,247) 
Net increase (decrease)                           (6,918)      $    (47,888)          37,498       $    267,776 

Class D                                         Shares            Amount            Shares            Amount 
Shares sold                                       83,966       $    577,108          212,354       $  1,587,887 
Issued upon reinvestment of: 
 Dividends from net investment income              7,895             54,510            1,248              9,064 
 Distributions from net realized gains               611              4,285            1,242              9,251 
Shares repurchased                               (78,272)          (537,308)          (1,395)           (10,134) 
Net increase                                      14,200       $     98,595          213,449       $  1,596,068 
</TABLE>


                                       11
<PAGE>

MetLife-State Street Research Government Securities Fund 
Financial Highlights 
For a share outstanding throughout each year. 
<TABLE>
<CAPTION>
                                                                        Class A 
                                                                  Year ended March 31 
                                                 1995          1994         1993         1992           1991 
<S>                                          <C>          <C>           <C>          <C>          <C>
Net asset value, 
  beginning of year                            $7.15        $7.58         $7.13       $6.90         $6.62 
Net investment income*                           .45          .44           .46         .50           .54 
Net realized and unrealized gain (loss) 
  on investments, foreign currency and 
  forward contracts                             (.21)        (.23)          .45         .23           .27 
Dividends from net investment income            (.42)        (.45)         (.46)       (.50)         (.53) 
Distributions from net realized gains           (.02)        (.19)         --           --            -- 
Net asset value, 
  end of year                                  $6.95        $7.15         $7.58       $7.13         $6.90 
Total return                                    3.61%+       2.59%+       13.10%+     10.82%+       12.78%+ 
Net assets at end of 
  year (000s)                                $80,294      $101,759      $96,567      $66,228      $39,189 
Ratio of operating expenses to average 
  net assets*                                   1.25%        1.24%         1.24%       1.25%         1.25% 
Ratio of net investment income to 
  average net assets*                           6.54%        5.85%         6.27%       7.11%         8.00% 
Portfolio turnover rate                       126.79%      112.20%       159.36%      73.40%        42.69% 
*Reflects voluntary assumption of fees 
  or expenses per share in each year. 
  (Note 3)                                      $.02         $.01          $.00        $.01          $.02 
</TABLE>

+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. 


                                       12
<PAGE>
Financial Highlights (cont'd) 
<TABLE>
<CAPTION>
                                                     Class B                     Class C                      Class D 
                                              Year ended                  Year ended                  Year ended 
                                            March 31, 1995    1994**    March 31, 1995    1994**    March 31, 1995      1994** 
<S>                                         <C>              <C>        <C>               <C>       <C>                 <C>
Net asset value, 
  beginning of year                              $7.15         $7.51         $7.16         $7.51         $7.16           $7.51 
Net investment income*                             .40           .33           .46           .39           .40             .33 
Net realized and unrealized gain (loss) 
  on investments, foreign currency and 
  forward contracts                               (.21)         (.17)         (.20)         (.16)         (.21)           (.17) 
Dividends from net investment income              (.37)         (.33)         (.44)         (.39)         (.37)           (.32) 
Distributions from net realized gains             (.02)         (.19)         (.02)         (.19)         (.02)           (.19) 
Net asset value, 
  end of year                                    $6.95         $7.15         $6.96         $7.16         $6.96           $7.16 
Total return                                      2.85%+        0.89%+++      3.87%+        1.86%+++      2.84%+          
   1.00%+++ 
Net assets at end of year (000s)               $14,217       $13,642          $213          $268        $1,585          $1,528 
Ratio of operating expenses to average 
  net assets*                                     2.00%         2.00%++       1.00%         1.00%++       2.00%           2.00%++ 
   
Ratio of net investment income to 
  average net assets*                             5.81%         5.07%++       6.79%         6.07%++       5.80%           5.07%++ 
   
Portfolio turnover rate                         126.79%       112.20%       126.79%       112.20%       126.79%         112.20% 
*Reflects voluntary assumption of fees 
  or expenses per share in each year. 
  (Note 3)                                        $.02          $.02          $.02          $.00          $.02            $.02 
</TABLE>

**June 1, 1993 (commencement of share class designations) to March 31, 1994. 
++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. 


                                       13
<PAGE>
Report of Independent Accountants 

To the Trustees of MetLife-State Street 
Income Trust and the Shareholders of 
MetLife-State Street Research Government 
Securities Fund 

In our opinion, the accompanying statement of assets and liabilities, 
including the investment portfolio, and the related statements of operations 
and of changes in net assets and the financial highlights present fairly, in 
all material respects, the financial position of MetLife-State Street 
Research Government Securities Fund (formerly MetLife-State Street Government 
Securities Fund) (a series of MetLife-State Street Income Trust, hereafter 
referred to as the "Trust") at March 31, 1995, and the results of its 
operations, the changes in its net assets and the financial highlights for 
the periods indicated, in conformity with generally accepted accounting 
principles. These financial statements and financial highlights (hereafter 
referred to as "financial statements") are the responsibility of the Trust's 
management; our responsibility is to express an opinion on these financial 
statements based on our audits. We conducted our audits of these financial 
statements in accordance with generally accepted auditing standards which 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material misstatement. An 
audit includes examining, on a test basis, evidence supporting the amounts 
and disclosures in the financial statements, assessing the accounting 
principles used and significant estimates made by management, and evaluating 
the overall financial statement presentation. We believe that our audits, 
which included confirmation of securities owned at March 31, 1995 by 
correspondence with the custodian and brokers and the application of 
alternative procedures where confirmations from brokers were not received, 
provide a reasonable basis for the opinion expressed above. 

Price Waterhouse LLP 
Boston, Massachusetts 
May 12, 1995 


                                       14
<PAGE>
Management's Discussion of Fund Performance 

Government Securities Fund outperformed Lipper's average for General U.S. 
Government Funds. As of March 31, 1995, the Fund held 48% in U.S. Treasury 
securities; 36% in U.S. Agency mortgage securities; 10% in trust certificates 
and other investments; 4% in international government bonds; and 2% in cash. 

We responded to the rising interest rate environment in most of 1994 by 
taking a more defensive position. We held the Fund's duration shorter than 
the market average. (Duration is a measure of the Fund's sensitivity to 
interest rate changes--the shorter the duration, the less the fund's price 
will fall in response to rising interest rates.) We also added to our position 
in mortgage securities, which are generally more defensive in nature. 

In the last three months of 1994 and first three months of 1995, we were able 
to position the Fund for a falling interest rate environment. We gradually 
lengthened Government Securities Fund's duration to slightly longer than the 
market average. In the first quarter of 1995, we also reduced the Fund's 
position in mortgage securities and increased our holdings in U.S. Treasury 
securities. This change allowed the Fund to benefit from the decline in 
interest rates over the past six months. 

      Comparison Of Change In Value Of A $10,000 Investment In Government
               Securities Fund and The Merrill Lynch Blended Index


Class A Shares
Average Annual Total Return
1 Year  5 Year  Life of Fund
- -1.05%  +7.48%  +6.58%

8/86   9550   10000
3/87  10075   10343
3/88  10159   10870
3/89  10505   11409
3/90  11524   12798
3/91  12994   14466
3/92  14399   16070
3/93  16282   18180
3/94  16704   18637
3/95  17307   19532


Class B Shares
Average Annual Total Return
1 Year  5 Year  Life of Fund
- -2.01%  +7.90%  +6.99%

8/86  10000   10000
3/87  10550   10343
3/88  10638   10870
3/89  11000   11409
3/90  12067   12798
3/91  13606   14466
3/92  15077   16070
3/93  17049   18180
3/94  17386   18637
3/95  17881   19532


Class C Shares
Average Annual Total Return
1 Year  5 Year  Life of Fund
+3.87%  +8.60%  +7.23%

8/86  10000   10000
3/87  10550   10343
3/88  10638   10870
3/89  11000   11409
3/90  12067   12798
3/91  13606   14466
3/92  15077   16070
3/93  17049   18180
3/94  17552   18637
3/95  18230   19532


Class D Shares
Average Annual Total Return
1 Year  5 Year  Life of Fund
+1.77%  +8.20%  +7.00%

8/86  10000   10000
3/87  10550   10343
3/88  10638   10870
3/89  11000   11409
3/90  12067   12798
3/91  13606   14466
3/92  15077   16070
3/93  17049   18180
3/94  17404   18637
3/95  17898   19532

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. Investments in the Fund are not insured 
or guaranteed by the U.S. Government or any other entity. 

Shares of the Fund had no class designations until June 1, 1993, when 
designations were assigned based on the pricing and 12b-1 fees applicable to 
shares sold thereafter. Performance data for a specified class include 
periods prior to the adoption of class designations. "A" share returns for 
each of the periods reflect the maximum 4.5% sales charge. "B" share returns 
for the 1-year and 5-year periods reflect a 5% and 2% contingent deferred 
sales charge, respectively. "C" shares, offered without a sales charge, are 
available only to certain employee benefit plans and large institutions. "D" 
share return for the 1-year period reflects a 1% contingent deferred sales 
charge. Performance for "B" and "D" shares prior to June 1, 1993, reflects 
annual 12b-1 fees of .25% and performance thereafter reflects annual 12b-1 
fees of 1%, which will reduce subsequent performance. The Merrill Lynch 
Blended Index is a commonly-used measure of bond 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. 


                                       15
<PAGE>
MetLife-State Street Research Government Securities Fund 
The Trustees and Officers of MetLife-State Street Income Trust 

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 

Officers 

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

Bartlett R. Geer 
Vice President 

John H. Kallis 
Vice President 

Michael R. Yogg 
Vice President 

Gerard P. Maus 
Treasurer 

Joseph W. Canavan 
Assistant Treasurer 

Douglas A. Romich 
Assistant Treasurer 

Constantine Hutchins, Jr. 
Secretary and General Counsel 

Darman A. Wing 
Assistant Secretary and Assistant General Counsel 


                                       16
<PAGE>
[COVERS]

MetLife-State Street Research
Government Securities 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
Goodwin, Procter & Hoar
Exchange Place
Boston, MA  02109

Independent Accountants
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

MetLife-State Street Research
Government Securities Fund


March 31, 1995

Annual Report

What's Inside:
@ Complete Portfolio Holdings
@ Financial Statements


MetLife-State Street Research 
Government Securities Fund
One Financial Center
Boston, MA  02111

CONTROL NUMBER: 2350-950523(0696)SSR-LD

This report is prepared for the general information of shareholders. It is not
authorized for distribution to prospective investors, and must be preceded or
accompanied by a current prospectus.

<PAGE>


A MetLife Company

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

GS-574D-595

or write us at: 
     State Street Research 
     Shareholder Services 
     P.O. Box 8408 
     Boston, MA 02266-8408 

[State Street Research logo] STATE STREET RESEARCH

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: 2322-950524(0696)SSR-LD 

Cover Illustration by Dorothy Cullinan         HI-573D-595 

<PAGE>

[Front Cover]

[State Street Research logo] STATE STREET RESEARCH

METLIFE-STATE STREET RESEARCH HIGH INCOME FUND 

Annual Report 
March 31, 1995 

[Drawing of person running up a mountain towards the stars]

WHAT'S INSIDE

New and Improved: 
A new design that's 
easier to read 

From the Chairman: 
What a difference  
a year makes! 

Portfolio Manager's Review: 
The Fund's strong
performance continues 

Fund Information: 
Facts and Figures 

Plus, Complete Portfolio Holdings  
and Financial Statements 





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