[letterhead of State Street Research]
March 28, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, DC 20549
Re: State Street Research Financial Trust
Securities Act of 1933 File No. 333-20707
CIK 806390
Dear Sir or Madam:
The undersigned, STATE STREET RESEARCH FINANCIAL TRUST, a Massachusetts
business trust (the "Registrant"), does hereby certify as follows:
(1) That the form of Letter to Shareholders, Notice of Special Meeting,
Joint Proxy Statement/Prospectus and Statement of Additional
Information relating to the special meeting of shareholders of the
State Street Research International Fixed Income Fund, a series of
State Street Research Portfolios, Inc., that would have been filed
under paragraph (b) of Rule 497 of the Securities Act of 1933, as
amended (the "Securities Act"), would not have differed from that
contained in the recent amendment to the registration statement of the
Registrant (Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-14 under the Securities Act); and
(2) That the text of the recent amendment to the Registrant's registration
statement has been filed electronically (EDGAR accession number
0001029869-97-000352).
This filing is also deemed to fulfill the proxy requirements under Rule
14a-6(b) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
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Pursuant to Rule 14a-6(d), under the Exchange Act, the Registrant
represents that definitive proxy materials were released to shareholders on or
about March 24, 1997.
STATE STREET RESEARCH
FINANCIAL TRUST
By:/s/ Darman A. Wing
----------------------------
Darman A. Wing
Assistant Secretary
