STATE STREET RESEARCH FINANCIAL TRUST
497, 1996-11-15
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                    Supplement No. 1 dated November 15, 1996

                                       to

                       Prospectus dated March 1, 1996 for:
                  STATE STREET RESEARCH GOVERNMENT INCOME FUND
                a series of State Street Research Financial Trust

                                       and

                        Prospectus dated May 1, 1996 for:
                      STATE STREET RESEARCH TAX-EXEMPT FUND
                  STATE STREET RESEARCH NEW YORK TAX-FREE FUND
                series of State Street Research Tax-Exempt Trust


Purchase of Shares --
    Class A Shares -- Initial Sales Charges --
    Sales Charges

    The second paragraph under the above caption is hereby revised in its
entirety as follows:

    "On any sale of Class A shares to a single investor in the amount of
$1,000,000 or more, the Distributor may pay the authorized securities dealer a
commission based on the aggregate of such sales as follows:

Amount of Sale                      Commission
- --------------                      ----------
(a) $1 million to $3 million           1.00%
(b) Next $2 million                    0.50%
(c) Amount over $5 million             0.25%"

<PAGE>

                    Supplement No. 2 dated November 15, 1996
               (Supplanting Supplement No. 1 dated March 1, 1996)
                                       to
                       Prospectus dated March 1, 1996 for:
            STATE STREET RESEARCH STRATEGIC PORTFOLIOS: CONSERVATIVE
              STATE STREET RESEARCH STRATEGIC PORTFOLIOS: MODERATE
             STATE STREET RESEARCH STRATEGIC PORTFOLIOS: AGGRESSIVE
                 series of State Street Research Financial Trust

                                       and

                    Supplement No. 2 dated November 15, 1996
             (Supplanting Supplement No. 1 dated September 1, 1996)
                                       to
                     Prospectus dated September 1, 1996 for:
                  STATE STREET RESEARCH INTERMEDIATE BOND FUND
               a series of State Street Research Securities Trust


Share Classes Available

    Shares of the Funds are available as set forth below:

    Class A for Strategic Portfolios: Conservative, Strategic Portfolios:
Aggressive and Intermediate Bond Fund: Prior approval must be obtained from the
Distributor before Class A shares are offered to anyone. Subject to such advance
approval, Class A shares are only currently available in certain designated
states for investments of $1,000,000 or more. Class A shares are not currently
available for acquisition through exchanges from another fund. Contact the
Distributor for details.

    Class A for Strategic Portfolios: Moderate: Class A shares are not 
currently offered.

    Class B: Class B shares of all four Funds are not currently offered.

    Class C: CLASS C SHARES OF ALL FOUR FUNDS ARE CURRENTLY OFFERED AND
AVAILABLE FOR INVESTMENT BY CERTAIN EMPLOYEE BENEFIT PLANS AND LARGE
INSTITUTIONS.

    Class D: Class D shares of all four Funds are not currently offered.

Purchase of Shares --
    Class A Shares -- Initial Sales Charges --
    Sales Charges

    The second paragraph under the above caption is hereby revised in its
entirety as follows:

     "On any sale of Class A shares to a single investor in the amount of
$1,000,000 or more, the Distributor may pay the authorized securities dealer a
commission based on the aggregate of such sales as follows:

Amount of Sale                      Commission
- --------------                      ----------
(a) $1 million to $3 million          1.00%
(b) Next $2 million                   0.50%
(c) Amount over $5 million            0.25%"



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