STATE STREET RESEARCH FINANCIAL TRUST
N-30D, 1997-01-06
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{Front Cover]

[State Street Research Logo]

STATE STREET RESEARCH
GOVERNMENT INCOME FUND

ANNUAL REPORT
October 31, 1996

[Graphic - Figure carrying umbrella and briefcase
           bounding over globe of the world]

WHAT'S INSIDE

From the Chairman
The markets
reward investors

Portfolio Manager's Review
Positive returns for
this conservative fund

Fund Information
Facts and figures

Plus, Complete Portfolio Holdings
and Financial Statements

[Dalbar Quality Tested Service Logo]

DALBAR
Honors Commitment To:
Investors

  For Excellence
        in
Shareholder Service
<PAGE>

FROM THE CHAIRMAN 

To Our Shareholders: 

[Photo of Ralph F. Verni 

So far, this year has proven to be another good one for many investors in 
both the stock and bond markets. The Dow Jones Industrial Average broke the 
6000 point barrier, and the Standard & Poor's 500 Composite Index is up 
+24.10 for the 12 months ended October 31, 1996. Government bond investors 
saw the Salomon Brothers Non-U.S. Dollar World Government Bond Index gain 
+5.45% and the Merrill Lynch Government Master Index gain +5.05% for the same 
time period.(1) 

For much of the past year, there were strong corporate profits, low inflation 
and steady but slow economic growth. The stock and bond markets were unduly 
influenced over the past few months by news on the economy, employment and 
what the Federal Reserve might do. Contradictions as to which direction the 
economy was headed, caused rallies on some days and declines on others. But 
both markets continued to show a trend of advancement into the autumn season. 

The economy has definitely slowed in recent months, but this looks more like 
a temporary pause than the beginning of a protracted slowdown. 

The bond market is expected to remain in the trading range where it has been 
for the past several months, even though some of the recent news has been 
more favorable. We are keeping an eye on the risk of higher inflation driven 
by the tightening labor market and the loss of momentum on reducing the 
deficit. We continue to carry a duration in our portfolios that is modestly 
shorter than the market. 

In closing, I'd like to say as an overseer of this Fund that we have a great 
team at work here: Jack Kallis's many years of experience and investment 
disciplines combined with State Street Research's research capabilities give 
Government Income Fund investors the needed advantage in today's markets. 

Thank you for investing in Government Income Fund. 

Sincerely, 

/s/ Ralph F. Verni 

Ralph F. Verni 
Chairman 

November 30, 1996 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks and is a commonly used measure of U.S. stock market 
performance. The Salomon Brothers Non-U.S. Dollar World Government Bond Index 
is a commonly used measure of international bond performance. The Merrill 
Lynch Government Master Index is a commonly used measure of bond market 
performance. The indices are unmanaged and do not take sales charges into 
consideration. Direct investment in the indices is not possible; results are 
for illustrative purposes only. 

(2)+4.51% for Class B shares; +5.55% for Class C shares; +4.51% for Class D 
shares. 

(3)All returns represent past performance, which is no guarantee of future 
results. The investment return and principal value of an investment made in 
the Fund will fluctuate, and shares, when redeemed, may be worth more or less 
than their original cost. All returns assume reinvestment of capital gain 
distributions and income dividends. Investments in the Fund are not insured 
or guaranteed by the U.S. government or any other entity. Performance for a 
class includes periods prior to the adoption of class designations. "C" 
shares, offered without a sales charge, are available only to certain 
employee benefit plans and large institutions. Performance for "B" and "D" 
shares prior to class designations in 1993 reflects annual 12b-1 fees of 
 .25%, and performance thereafter reflects annual 12b-1 fees of 1%, which will 
reduce subsequent performance. 

(4)Performance reflects maximum 4.5% "A" share front-end sales charge or 5% 
"B" share or 1% "D" share contingent deferred sales charges, where 
applicable. 

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

FUND INFORMATION (all data are for periods ended October 31, 1996, except 
where otherwise noted) 

Total value of $10,000 invested on March 23, 1987(3) 
(Class A shares, at maximum applicable sales charge) 

[Mountain Chart]

[Data for Mountain Chart]

 3/87     9550
10/87     9408
10/88    10328
10/89    11321
10/90    11948
10/91    13890
10/92    15259
10/93    17034
10/94    16424
10/95    18899
10/96    19896

SEC Yield 
<TABLE>
<CAPTION>
<S>          <C>
Class A      5.62% 
- ---------- -------- 
Class B      5.16% 
- ---------- -------- 
Class C      6.15% 
- ---------- -------- 
Class D      5.16% 
</TABLE>

SEC yield is based on the net investment income produced for the 30 days 
ended October 31, 1996. 

SEC Average Annual Compound Rates of Return for periods ended 9/30/96 
(at maximum applicable sales charge)(3),(4) 
<TABLE>
<CAPTION>
             Life of Fund 
            (since 3/23/87)   5 years    1 year 
- ---------- ----------------  --------- --------- 
<S>              <C>           <C>       <C>
Class A          +7.28%        +6.28%    +0.12% 
- ---------- ----------------  --------- --------- 
Class B          +7.49%        +6.38%    -0.93% 
- ---------- ----------------  --------- --------- 
Class C          +7.88%        +7.42%    +5.02% 
- ---------- ----------------  --------- --------- 
Class D          +7.50%        +6.70%    +3.08% 
</TABLE>

Average Annual Compound Rates of Return 
(at maximum applicable sales charge)3,4 
<TABLE>
<CAPTION>
             Life of Fund 
            (since 3/23/87)   5 years    1 year 
- ---------- ----------------  --------- --------- 
<S>              <C>           <C>       <C>
Class A          +7.41%        +6.47%    +0.54% 
- ---------- ----------------  --------- --------- 
Class B          +7.62%        +6.56%    -0.43% 
- ---------- ----------------  --------- --------- 
Class C          +8.02%        +7.62%    +5.55% 
- ---------- ----------------  --------- --------- 
Class D          +7.63%        +6.88%    +3.52% 
</TABLE>

                                     
<PAGE> 

PORTFOLIO MANAGER'S REVIEW 

[Photo of John H. Kallis 
Portfolio Manager] 

The following is a discussion with Government Income Fund portfolio manager 
John H. Kallis. Jack has 34 years of investment experience. 

Q: What is your philosophy in managing the Fund? 

A: We look for steady performance without exposing the portfolio to a high 
level of risk. To accomplish this, we diversify among higher-quality bond 
sectors. We research the U.S. government securities and other sectors to find 
attractive investments. We also believe in active bond management, including 
adjustments to average maturity and sector weightings. 

Q: How would you describe the Fund's performance over the past 12 months? 

A: We had a pretty good year. For the twelve months ended October 31, 1996, 
Government Income Fund's Class A shares provided a total return of +5.28% 
(does not reflect sales charge).2 The Fund outperformed Lipper Analytical 
Services' General U.S. Government Funds Category, which had an average return 
of +4.04% for 169 funds. Our conservative positioning helped the Fund 
outperform when interest rates were on the rise during much of 1996. 

Q: How have you structured the portfolio over the past 12 months? 

A: In this challenging investment environment we've been very active with the 
portfolio. Last year at this time, interest rates were declining, so we were 
emphasizing Treasuries, at 41% of the portfolio. When interest rates began to 
creep back up in 1996, we took a more defensive stance with a shorter average 
maturity--duration--for the portfolio. Many competing funds had longer 
durations than we did, which hurt them and helped us during this time. We 
reduced our position in Treasuries and increased our holdings in mortgage 
securities, which offer better performance when interest rates are on the 
rise. As of April 30, 1996, we had 45% of the portfolio invested in 
mortgages. 

More recently, as interest rates have started to come down again, we've 
scaled back our mortgage holdings, lowered the percentage of cash in the 
portfolio, and moved back into Treasuries, which make up 33% of the portfolio 
as of October 31, 1996. 

We've also pared our position in non-dollar foreign government bonds, as 
we've been taking profits in this sector. The foreign government bonds have 
performed well and added quite a bit of value during this time, even though 
their position in the portfolio is relatively small. 

Q: What has happened with the Fund's yield over the past 12 months? 

A: The fluctuations in interest rates also caused movements in the Fund's 
yield. Looking back over the past year, the yield was at its lowest at the 
end of November at 5.36%, and at its highest at the end of May at 6.25%. 

Q: What is your outlook for the economy and the fund? 

A: The economy is healthy. Inflation wasn't a problem this year, and that may 
continue. People are working, and consumer confidence is high. Wages have 
been rising, so they have money to spend as well. The Fed hasn't made any 
changes to interest rates since January. I wouldn't be surprised to see that 
trend continue. 

Our strategy will depend on the direction interest rates move. If rates 
decline further, we will probably add to our position in Treasuries and look 
to add duration to the portfolio. If rates come back up, we'll add to our 
holdings in mortgage securities and take some duration out of the Fund. 

October 31, 1996 

Asset Allocation 
(by percentage of net assets) 

[Pie Chart]

U.S. Treasury securities 33% 
U.S. Agency mortgage securities 42% 
Trust certificates/other 16% 
Foreign government bonds 4% 
Cash 5% 

Bond Yields 
(October 31, 1995 to October 31, 1996) 

[Line Chart] 






[Data for Line Chart]

           30-year      30-year       90-day
           Mortgage   U.S.Treasury  U.S.Treasury
          Securities   Securities    Securities
10/95        7240         6332         5494
11/95        7030         6134         5482
12/95        6810         5959         5072
1/96         6760         6024         5044
2/96         7260         6467         5012
3/96         7570         6669         5135
4/96         7800         6904         5149
5/96         8000         6994         5177
6/96         7870         6894         5152
7/96         7910         6973         5301
8/96         8050         7155         5277
9/96         7820         6921         5027
10/96        7480         6641         5144

                                      2 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

INVESTMENT PORTFOLIO 
October 31, 1996 

<TABLE>
<CAPTION>
                                      Principal         Maturity        Value 
                                        Amount            Date         (Note 1) 
 --------------------------------  -------------------------------  --------------- 
<S>                                  <C>               <C>           <C>
U.S. GOVERNMENT SECURITIES 75.3% 
U.S. Treasury 33.2% 
U.S. Treasury Bond, 13.75%           $10,000,000        8/15/2004    $ 14,523,400 
U.S. Treasury Bond, 10.75%            14,100,000        8/15/2005      18,213,252 
U.S. Treasury Bond, 12.00%             4,000,000        8/15/2013       5,758,760 
U.S. Treasury Bond, 9.25%             29,500,000        2/15/2016      37,575,625 
U.S. Treasury Bond, 8.13%             26,300,000        8/15/2021      30,594,264 
U.S. Treasury Bond, 7.50%             20,000,000       11/15/2024      21,937,400 
U.S. Treasury Note, 9.00%             52,000,000        5/15/1998      54,518,880 
U.S. Treasury Note, 5.13%              5,525,000        6/30/1998       5,476,656 
U.S. Treasury Note, 6.63%              7,075,000        7/31/2001       7,224,212 
U.S. Treasury Note, 5.75%             38,500,000        8/15/2003      37,495,535 
                                                                    --------------- 
                                                                      233,317,984 
                                                                    --------------- 
U.S. Agency 5.4% 
Federal Home Loan Mortgage Corp. 
  Deb., 7.24%                         10,020,000        5/15/2002      10,106,072 
Federal National Mortgage 
  Association STRIPS, 0.00%           15,000,000       11/22/2001      14,974,200 
Guaranteed Export Trust Notes 
  Series 95-A, 6.28%                   8,470,588        6/15/2004       8,430,692 
Guaranteed Export Trust Notes 
  Series 96-A, 6.55%                   4,282,353        6/15/2004       4,316,783 
                                                                    --------------- 
                                                                       37,827,747 
                                                                    --------------- 
U.S. Agency Mortgage 36.7% 
Federal Home Loan Mortgage Corp. 
  FHA-VA, 9.00%                        6,380,465       12/01/2009       6,761,315 
Federal Home Loan Mortgage Corp. 
  Gold, 7.00%                         19,442,488       12/01/2024      19,223,760 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                         15,539,494        1/01/2025      15,663,188 
Federal Home Loan Mortgage Corp. 
  Series 29-H PAC, 6.50%               5,525,000        3/25/2023       5,381,682 
Federal Housing Administration 
  Court Yard Project, 10.75%           6,493,547        8/01/2032       7,150,005 
Federal Housing Administration 
  East Bay Manor Project, 10.00%       6,767,250        3/01/2033       7,324,491 
Federal Housing Administration 
  Charles River Project, 9.63%         9,483,615       12/01/2033      10,217,113 
Federal National Mortgage 
  Association, 7.50%                  13,251,633        6/01/2010      13,496,788 
Federal National Mortgage 
  Association, 7.00%                      43,897        2/01/2024          43,294 
Federal National Mortgage 
  Association FHA-VA, 8.00%            4,931,289        4/01/2008       5,134,853 
U.S. Agency Mortgage (cont'd) 
Federal National Mortgage 
  Association FHA-VA, 8.00%          $ 6,275,948        6/01/2008    $  6,527,362 
Federal National Mortgage 
  Association FHA-VA, 8.50%            9,144,145        2/01/2009       9,706,784 
Federal National Mortgage 
  Association FHA-VA, 9.00%           15,347,081        5/01/2009      16,258,237 
Federal National Mortgage 
  Association FHA-VA, 9.00%              540,084        4/01/2016         572,149 
Government National Mortgage 
  Association, 6.50%                  12,022,695        5/15/2009      11,911,845 
Government National Mortgage 
  Association, 9.50%                   3,352,791        9/15/2009       3,641,937 
Government National Mortgage 
  Association, 9.50%                   6,113,777       10/15/2009       6,641,028 
Government National Mortgage 
  Association, 9.50%                   2,755,827       11/15/2009       2,993,490 
Government National Mortgage 
  Association, 9.00%                   2,053,186        4/15/2017       2,201,385 
Government National Mortgage 
  Association, 8.00%                   1,981,223       10/15/2017       2,063,068 
Government National Mortgage 
  Association, 8.00%                   3,879,519       11/15/2017       4,039,782 
Government National Mortgage 
  Association, 9.50%                   1,269,806       11/15/2017       1,378,730 
Government National Mortgage 
  Association, 9.50%                     251,838        9/15/2019         273,203 
Government National Mortgage 
  Association, 7.50%                   3,063,323        9/15/2021       3,098,153 
Government National Mortgage 
  Association, 8.00%                     423,236        5/15/2022         434,871 
Government National Mortgage 
  Association, 8.00%                   2,712,413        6/15/2022       2,783,587 
Government National Mortgage 
  Association, 8.00%                   2,891,233        7/15/2022       2,968,079 
Government National Mortgage 
  Association, 8.00%                      60,743        8/15/2022          62,337 
Government National Mortgage 
  Association, 8.00%                   7,890,136       12/15/2022       8,104,604 
Government National Mortgage 
  Association, 7.50%                   1,425,293        1/15/2023       1,436,866 
Government National Mortgage 
  Association, 7.50%                  12,910,593        6/15/2023      13,003,291 
Government National Mortgage 
  Association, 10.00%                 17,010,077        6/15/2023      18,232,591 
Government National Mortgage 
  Association, 7.50%                     835,717        8/15/2023         841,717 

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

                                      3 
<PAGE> 

                                      Principal         Maturity        Value 
                                        Amount            Date         (Note 1) 
 --------------------------------  -------------------------------  --------------- 
U.S. Agency Mortgage (cont'd) 
Government National Mortgage 
  Association, 7.50%                 $   850,107       10/15/2023    $    857,010 
Government National Mortgage 
  Association, 7.50%                     601,181       12/15/2023         605,497 
Government National Mortgage 
  Association, 7.50%                     817,217        1/15/2024         823,085 
Government National Mortgage 
  Association, 7.50%                  10,092,908        4/15/2024      10,169,870 
Government National Mortgage 
  Association, 8.00%                  19,482,380        9/15/2026      19,920,733 
Government National Mortgage 
  Association TBA, 7.50%              12,375,000       11/29/2008      12,626,367 
Government National Mortgage 
  Association TBA, 8.00%               2,625,000       12/18/2026       2,688,985 
                                                                    --------------- 
                                                                      257,263,132 
                                                                    --------------- 
Total U.S. Government Securities (Cost $515,301,325)                  528,408,863 
                                                                    --------------- 
OTHER INVESTMENTS 19.8% 
Foreign Government 3.7% 
                                     Australian Dollar 
Government of Australia, 7.50%         7,850,000        7/15/2005       6,294,436 
                                     Canadian Dollar 
Government of Canada, 7.50%            7,250,000       12/01/2003       5,839,544 
                                     Danish Krone 
Kingdom of Denmark, 8.00%             25,475,000       11/15/2001       4,799,326 
Kingdom of Denmark, 8.00%             25,700,000        3/15/2006       4,758,588 
                              European Currency Unit 
Government of France, 8.00%            3,225,000        4/25/2003       4,546,964 
                                                                    --------------- 
                                                                       26,238,858 
                                                                    --------------- 
Trust Certificates 13.3% 
Cooperative Utility Trust 
  Certificates, 9.50%                $25,499,000        2/15/2017      27,659,275 
Cooperative Utility Trust 
  Certificates, 9.52%                 24,525,000        3/15/2019      26,652,789 
Government Backed Trust Class 
  T-2, 9.40%                             107,919       11/15/1996         108,004 
Government Backed Trust Class 
  T-3, 9.63%                          10,000,000        5/15/2002      10,729,500 
Trust Certificates (cont'd) 
Government Trust Certificates 
  Class 2-D, 9.25%                   $ 2,086,373       11/15/1996    $  2,087,959 
Government Trust Certificates 
  Class 2-E, 9.40%                    24,000,000        5/15/2002      25,820,400 
                                                                    --------------- 
                                                                       93,057,927 
                                                                    --------------- 
Finance/Mortgage 2.8% 
Prudential Home Mortgage 
  Securities Co. Series 93-29 A-6 
  PAC, 6.75%                          10,118,504        8/25/2008      10,178,507 
Residential Funding Corp. Series 
  93-S25 A-1, 6.50%                    9,364,517        7/25/2008       9,379,126 
                                                                    --------------- 
                                                                       19,557,633 
                                                                    --------------- 
Total Other Investments (Cost $136,334,969)                           138,854,418 
                                                                    --------------- 
SHORT-TERM OBLIGATIONS 5.3% 
Federal Home Loan Bank, 5.22%         12,000,000       11/29/1996      11,951,467 
Federal Home Loan Mortgage 
  Corp., 5.18%                         9,795,000       11/01/1996       9,795,000 
Federal Home Loan Mortgage 
  Corp., 5.50%                        15,493,000       11/01/1996      15,493,000 
                                                                    --------------- 
Total Short-Term Obligations (Cost $37,239,467)                        37,239,467 
                                                                    --------------- 
Total Investments (Cost $688,875,761)--100.4%                         704,502,748 
Cash and Other Assets, Less Liabilities--(0.4)%                        (2,730,819) 
                                                                    --------------- 
Net Assets--100.0%                                                   $701,771,929 
                                                                    =============== 
Federal Income Tax Information: 
At October 31, 1996, the net unrealized appreciation of 
  investments based on cost for Federal income tax purposes of 
  $688,875,761 was as follows: 
Aggregate gross unrealized appreciation for all investments in 
  which there is an excess of value over tax cost                    $ 20,181,429 
Aggregate gross unrealized depreciation for all investments in 
  which there is an excess of tax cost over value                      (4,554,442) 
                                                                    --------------- 
                                                                     $ 15,626,987 
                                                                    =============== 
</TABLE>

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 and may vary by no more than 1%. 

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



                                      4 
<PAGE> 

Forward currency exchange contracts outstanding at October 31, 1996, are as 
follows: 

<TABLE>
<CAPTION>
                                                                                     Unrealized 
                                                                                    Appreciation 
                                                 Total Value       Contract Price  (Depreciation)    Delivery Date 
- --------------------------------------------  -----------------------------------  ---------------  ---------------- 
<S>                                            <C>          <C>     <C>      <C>      <C>              <C>
Buy Australian dollars, Sell U.S. dollars       3,590,000   AUD     .79004   AUD      $   1,923         1/24/97 
Buy Australian dollars, Sell U.S. dollars         570,000   AUD     .79055   AUD             15         1/24/97 
Sell Australian dollars, Buy U.S. dollars       1,025,000   AUD     .77425   AUD        (18,400)       11/14/96 
Sell Australian dollars, Buy U.S. dollars       6,075,000   AUD     .77450   AUD       (107,533)       11/14/96 
Sell Australian dollars, Buy U.S. dollars         570,000   AUD     .79340   AUD          1,610         1/24/97 
Sell Australian dollars, Buy U.S. dollars       3,590,900   AUD     .79360   AUD         10,857         1/24/97 
Sell Canadian dollars, Buy U.S. dollars         2,470,000   CAD     .73099   CAD        (38,979)       11/14/96 
Sell Canadian dollars, Buy U.S. dollars         4,050,000   CAD     .74702   CAD        (12,436)        1/24/97 
Sell Danish krone, Buy U.S. dollars            49,514,000   DKK     .17584   DKK        181,977        11/14/96 
Sell Danish krone, Buy U.S. dollars             2,030,000   DKK     .17111   DKK         (2,141)       11/14/96 
Sell Danish krone, Buy U.S. dollars               833,000   DKK     .17110   DKK         (1,407)        1/24/97 
Sell European currency units, 
  Buy U.S. dollars                              3,311,000   ECU    1.27480   ECU         25,231        11/14/96 
                                                                                   --------------- 
                                                                                      $  40,717 
                                                                                   =============== 
</TABLE>

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

                                      5 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

STATEMENT OF ASSETS AND LIABILITIES 
October 31, 1996 
<TABLE>
<CAPTION>
<S>                                                           <C>
Assets 
Investments, at value (Cost $688,875,761) (Note 1)            $704,502,748 
Cash                                                                 3,184 
Interest receivable                                             11,281,362 
Receivable for securities sold                                   5,340,072 
Receivable for fund shares sold                                  1,533,994 
Receivable for open forward contracts                              221,613 
Other assets                                                        23,161 
                                                              --------------- 
                                                               722,906,134 
Liabilities 
Payable for securities purchased                                15,334,878 
Payable for fund shares redeemed                                 2,390,682 
Dividends payable                                                2,277,552 
Accrued management fee (Note 2)                                    384,992 
Accrued distribution and service fees (Note 3)                     215,047 
Accrued transfer agent and shareholder services (Note 2)           213,526 
Payable for open forward contracts                                 180,896 
Accrued trustees' fees (Note 2)                                     10,352 
Other accrued expenses                                             126,280 
                                                              --------------- 
                                                                21,134,205 
                                                              --------------- 
Net Assets                                                    $701,771,929 
                                                              =============== 
Net Assets consist of: 
 Undistributed net investment income                          $  3,771,439 
 Unrealized appreciation of investments                         15,626,987 
 Unrealized appreciation of forward contracts and  foreign 
  currency                                                          45,123 
 Accumulated net realized loss                                 (86,648,683) 
 Shares of beneficial interest                                 768,977,063 
                                                              --------------- 
                                                              $701,771,929 
                                                              =============== 
Net Asset Value and redemption price per share of Class A 
  shares ($584,313,469 / 46,990,520 shares of beneficial 
  interest)                                                         $12.43 
                                                              =============== 
Maximum Offering Price per share of Class A shares ($12.43 
  / .955)                                                           $13.02 
                                                              =============== 
Net Asset Value and offering price per share of Class B 
  shares ($95,218,110 / 7,679,256 shares of beneficial 
  interest)*                                                        $12.40 
                                                              =============== 
Net Asset Value, offering price and redemption price per 
  share of Class C shares ($7,767,449 / 625,275 shares of 
  beneficial interest)                                              $12.42 
                                                              =============== 
Net Asset Value and offering price per share of Class D 
  shares ($14,472,901 / 1,166,285 shares of beneficial 
  interest)*                                                        $12.41 
                                                              =============== 
</TABLE>

* 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 October 31, 1996 

<TABLE>
<CAPTION>
<S>                                                        <C>
Investment Income 
Interest                                                   $55,174,545 
Expenses 
Management fee (Note 2)                                      4,723,842 
Transfer agent and shareholder services (Note 2)               786,300 
Custodian fee                                                  250,860 
Reports to shareholders                                        160,433 
Service fee--Class A (Note 3)                                1,536,412 
Distribution and service fees--Class B (Note 3)                923,020 
Distribution and service fees--Class D (Note 3)                137,675 
Audit fee                                                       56,273 
Registration fees                                               53,807 
Trustees' fees (Note 2)                                         33,363 
Miscellaneous                                                   29,917 
                                                          -------------- 
                                                             8,691,902 
                                                          -------------- 
Net investment income                                       46,482,643 
                                                          -------------- 
Realized and Unrealized Gain (Loss) on Investments, 
  Forward Contracts and Foreign Currency 
Net realized loss on investments (Notes 1 and 4)            (3,528,385) 
Net realized loss on forward contracts and foreign 
  currency (Note 1)                                            (23,619) 
                                                          -------------- 
 Total net realized loss                                    (3,552,004) 
                                                          -------------- 
Net unrealized depreciation of investments (Note 5)         (7,443,474) 
Net unrealized appreciation of forward contracts and 
  foreign currency                                           1,038,389 
                                                          -------------- 
 Total net unrealized depreciation                          (6,405,085) 
                                                          -------------- 
Net loss on investments, forward contracts and foreign 
  currency                                                  (9,957,089) 
                                                          -------------- 
Net increase in net assets resulting from operations       $36,525,554 
                                                          ============== 
</TABLE>

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


                                      6 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

STATEMENT OF CHANGES IN NET ASSETS 

<TABLE>
<CAPTION>
                                      Year ended October 31 
                                  ------------------------------- 
                                      1996             1995 
 ------------------------------- ---------------  --------------- 
<S>                               <C>              <C>
Increase (Decrease) in Net Assets 
Operations: 
Net investment income             $ 46,482,643     $ 48,226,230 
Net realized gain (loss) on 
  investments, forward contracts 
  and foreign currency*             (3,552,004)       2,583,992 
Net unrealized appreciation 
  (depreciation) of investments, 
  forward contracts and foreign 
  currency                          (6,405,085)      48,001,271 
                                 ---------------  --------------- 
Net increase resulting from 
  operations                        36,525,554       98,811,493 
                                 ---------------  --------------- 
Dividends from net investment 
  income: 
 Class A                           (39,055,243)     (42,302,801) 
 Class B                            (5,188,785)      (3,875,565) 
 Class C                              (404,930)        (166,657) 
 Class D                              (773,463)        (735,022) 
                                 ---------------  --------------- 
                                   (45,422,421)     (47,080,045) 
                                 ---------------  --------------- 
Net increase (decrease) from 
  fund share transactions 
  (Note 6)                         (50,352,743)       4,925,189 
                                 ---------------  --------------- 
Total increase (decrease) in 
  net assets                       (59,249,610)      56,656,637 

Net Assets 
Beginning of year                  761,021,539      704,364,902 
                                 ---------------  --------------- 
End of year (including 
  undistributed net investment 
  income of $3,771,439 and 
  $2,696,356, respectively)       $701,771,929     $761,021,539 
                                 ===============  =============== 
*Net realized gain (loss) for 
  Federal income tax purposes 
  (Note 1)                        $ (4,139,815)    $  2,398,429 
                                 ===============  =============== 
</TABLE>

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

NOTES TO FINANCIAL STATEMENTS 
October 31, 1996 

Note 1 

State Street Research Government Income Fund (the "Fund") is a series of 
State Street Research Financial Trust (the "Trust"), which was organized as a 
Massachusetts business trust in November, 1986 and is registered under the 
Investment Company Act of 1940, as amended, as an open-end management 
investment company. The Fund commenced operations in March, 1987. The Trust 
consists presently of four separate funds: State Street Research Government 
Income Fund, State Street Research Strategic Portfolios: Moderate, State 
Street Research Strategic Portfolios: Conservative and State Street Research 
Strategic Portfolios: Aggressive. 

The investment objective of the Fund is to seek high current income. In 
seeking to achieve its investment objective, the Fund invests primarily in 
U.S. Government securities. 

The Fund offers four classes of shares. Class A shares are subject to an 
initial sales charge of up to 4.50% and annual service fees 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. Securities quoted in 
foreign currencies are translated into U.S. dollars at the current exchange 
rate. 

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 


                                      7 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

on the basis of identified cost of securities delivered. 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. 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 
are 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 
treatments for foreign currency transactions. 

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, if any, within the prescribed time periods. At October 31, 
1996, the Fund had a capital loss carryforward of $86,648,683 available, to 
the extent provided in regulations, to offset future capital gains, if any, 
of which $46,959,196, $18,353,379, $17,196,293 and $4,139,815 expires on 
October 31, 1997, 1998, 2002 and 2004, respectively. The Fund had a capital 
loss carryforward of $29,348,263 expire on October 31, 1996. In addition, as 
part of a merger that occurred on May 12, 1995, the Fund acquired from 
MetLife-State Street Research Government Securities Fund a capital loss 
carryforward of $5,100,777, of which $3,074,207 and $2,026,570 expires on 
October 31, 2001 and 2002, respectively. The Fund's use of such capital loss 
carryforward may be limited under current tax laws. 

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. 

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

Note 2 
The Trust and State Street Research & Management Company (the "Adviser"), an 
indirect wholly owned subsidiary of Metropolitan Life Insurance Company 
("Metropolitan"), have entered into 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 October 31, 1996, the fees pursuant to 
such agreement amounted to $4,723,842. 

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 October 31, 1996, the amount of 
such expenses was $259,577. 

The fees of the Trustees not currently affiliated with the Adviser amounted 
to $33,363 during the year ended October 31, 1996. 

Note 3 
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 or servicing 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 October 31, 1996, 
fees pursuant to such plan amounted to $1,536,412, $923,020 and $137,675 for 
Class A, Class B and Class D shares, respectively. 



                                      8 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

NOTES (cont'd) 

Note 3 (cont'd) 
The Fund has been informed that the Distributor and MetLife Securities, Inc., 
a wholly owned subsidiary of Metropolitan, earned initial sales charges 
aggregating $89,615 and $495,180, respectively, on sales of Class A shares of 
the Fund during the year ended October 31, 1996, and that MetLife Securities, 
Inc. earned commissions aggregating $536,913 on sales of Class B shares, and 
that the Distributor collected contingent deferred sales charges aggregating 
$372,729 and $1,828 on redemptions of Class B and Class D shares, 
respectively, during the same period. 

Note 4 
For the year ended October 31, 1996, purchases and sales of securities, 
exclusive of short-term obligations, aggregated $609,470,532 and $688,024,321 
(including $503,419,486 and $551,059,425 of U.S. Government obligations), 
respectively. 

Note 5 
The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. At October 31, 1996, the 
Distributor owned 12,241 Class A shares of the Fund. 

Share transactions were as follows: 

<TABLE>
<CAPTION>
                                                                Year ended October 31 
                                          ----------------------------------------------------------------- 
                                                        1996                             1995 
                                          -------------------------------   -------------------------------- 
Class A                                       Shares           Amount          Shares           Amount 
 ------------------------------------------------------- ----------------  ---------------  ---------------- 
<S>                                         <C>            <C>               <C>             <C>
Shares sold                                  2,386,852     $  29,601,645       8,692,870     $ 106,770,703 
Issued upon reinvestment of dividends        1,707,616        21,188,423       1,902,247        23,135,012 
Shares repurchased                          (9,183,464)     (113,908,052)    (13,184,315)     (159,163,704) 
                                          -------------- ----------------  ---------------  ---------------- 
Net decrease                                (5,088,996)    $ (63,117,984)     (2,589,198)    $ (29,257,989) 
                                          ============== ================  ===============  ================ 
Class B                                     Shares         Amount            Shares          Amount 
 ------------------------------------------------------- ----------------  ---------------  ---------------- 
Shares sold                                  2,341,362     $  29,026,329       3,527,941     $  42,934,470 
Issued upon reinvestment of dividends          275,775         3,412,679         209,008         2,591,060 
Shares repurchased                          (1,940,555)      (24,024,991)     (1,222,045)      (14,751,417) 
                                          -------------- ----------------  ---------------  ---------------- 
Net increase                                   676,582     $   8,414,017       2,514,904     $  30,774,113 
                                          ============== ================  ===============  ================ 
Class C                                     Shares         Amount            Shares          Amount 
 ------------------------------------------------------- ----------------  ---------------  ---------------- 
Shares sold                                    518,980     $   6,381,030         435,479     $   5,346,473 
Issued upon reinvestment of dividends           30,667           379,365          12,362           153,460 
Shares repurchased                            (324,941)       (4,001,721)        (64,617)         (809,530) 
                                          -------------- ----------------  ---------------  ---------------- 
Net increase                                   224,706     $   2,758,674         383,224     $   4,690,403 
                                          ============== ================  ===============  ================ 
Class D                                     Shares         Amount            Shares          Amount 
 ------------------------------------------------------- ----------------  ---------------  ---------------- 
Shares sold                                    520,289     $   6,453,505         433,690     $   5,281,361 
Issued upon reinvestment of dividends           43,660           539,841          43,377           526,125 
Shares repurchased                            (435,567)       (5,400,796)       (590,308)       (7,088,824) 
                                          -------------- ----------------  ---------------  ---------------- 
Net increase (decrease)                        128,382     $   1,592,550        (113,241)    $  (1,281,338) 
                                          ============== ================  ===============  ================ 
</TABLE>

                                      9 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

FINANCIAL HIGHLIGHTS 

For a share outstanding throughout each year: 
<TABLE>
<CAPTION>
                                                         Class A                                        Class B 
                                     ------------------------------------------------    -----------------------------------------
                                                   Year ended October 31                          Year ended October 31 
                                     ------------------------------------------------    ----------------------------------------- 
                                        1996*     1995*     1994*      1993       1992     1996*     1995*     1994*     1993** 
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>                                  <C>       <C>       <C>        <C>        <C>       <C>       <C>       <C>        <C>
Net asset value, beginning of year     $12.58    $11.68    $12.92     $12.38     $12.14   $12.55    $11.66    $12.91     $12.67 
Net investment income                    0.81      0.83      0.81       0.84       0.90     0.71      0.73      0.72       0.30 
Net realized and unrealized gain
  (loss) on  investments, forward
  contracts and foreign currency        (0.17)     0.88     (1.26)      0.56       0.26    (0.16)     0.87     (1.27)      0.24 
Dividends from net investment
  income                                (0.79)    (0.81)    (0.79)     (0.84)     (0.91)   (0.70)    (0.71)    (0.70)     (0.30) 
Distributions from net realized
  gains                                    --        --        --      (0.02)     (0.01)      --        --        --         -- 
                                     --------  --------  --------   --------   --------- --------  -------- --------- ----------- 
Net asset value, end of year           $12.43    $12.58    $11.68     $12.92     $12.38   $12.40    $12.55     $11.6     $12.91 
                                     ========  ========  ========   ========   ========= ========  ======== ========= ========== 
Total return                             5.28%+   15.07%+   (3.58)%+   11.63%+     9.86%+   4.51%+   14.15%+   (4.38)%+    4.32%+++ 
Net assets at end of year (000s)     $584,313  $655,045  $638,418   $868,556   $798,705  $95,218   $87,908   $52,319    $26,578 
Ratio of operating expenses to
  average net assets                     1.09%     1.10%     1.07%      1.05%      1.05%     .84%     1.85%     1.82%      1.81%++
Ratio of net investment income to
  average net assets                     6.50%     6.83%     6.54%      6.59%      7.25%    5.75%     6.01%     5.86%      5.67%++ 
Portfolio turnover rate                 88.79%   105.57%   134.41%    103.49%     97.33%   88.79%   105.57%   134.41%    103.49% 
</TABLE>

<TABLE>
<CAPTION>
                                                      Class C                                     Class D 
                                     ------------------------------------------  ------------------------------------------- 
                                               Year ended October 31                       Year ended October 31 
                                     ------------------------------------------  ------------------------------------------- 
                                       1996*     1995*      1994*      1993**     1996*      1995*      1994*      1993** 
 -----------------------------------  -------- --------- -----------  ---------  --------- --------- ----------- ---------- 
<S>                                   <C>       <C>        <C>        <C>        <C>        <C>        <C>         <C>
Net asset value, beginning of year    $12.57    $ 11.67    $ 12.92    $ 12.67    $ 12.56    $ 11.66    $ 12.91     $ 12.67 
Net investment income                   0.84       0.90       0.84       0.19       0.71       0.74       0.72        0.30 
Net realized and unrealized gain 
  (loss) on 
   investments, forward contracts 
  and foreign currency                 (0.17)      0.84      (1.27)      0.42      (0.16)      0.87      (1.27)       0.24 
Dividends from net investment 
  income                               (0.82)     (0.84)     (0.82)     (0.36)     (0.70)     (0.71)     (0.70)      (0.30) 
                                      -------- --------- -----------  ---------  --------- --------- ----------- ---------- 
Net asset value, end of year          $12.42    $ 12.57    $ 11.67    $ 12.92    $ 12.41    $ 12.56    $ 11.66     $ 12.91 
                                      ======== ========= ===========  =========  ========= ========= =========== ========== 
Total return                            5.55%+    15.37%+    (3.42)%+    4.82%+++   4.51%+    14.24%+    (4.38)%+     4.32%+++ 
Net assets at end of year (000s)      $7,767    $ 5,036    $   203    $    36    $14,473    $13,033    $13,425     $12,101 
Ratio of operating expenses to 
  average net assets                    0.84%      0.85%      0.82%      0.80%++    1.84%      1.85%      1.82%       1.88%++ 
Ratio of net investment income to 
  average net assets                    6.78%      6.79%      8.01%      6.59%++    5.76%      6.08%      5.84%       5.59%++ 
Portfolio turnover rate                88.79%    105.57%    134.41%    103.49%     88.79%    105.57%    134.41%     103.49% 
</TABLE>

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



                                      10 
<PAGE> 

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Financial Trust and the Shareholders of 
State Street Research Government 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 State Street Research 
Government Income Fund (a series of State Street Research Financial Trust, 
hereafter referred to as the "Trust") at October 31, 1996, 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 reason- able 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 at October 31, 1996 by 
correspondence with the custodian and brokers, provide a reasonable basis for 
the opinion expressed above. 

Price Waterhouse LLP 
Boston, Massachusetts 
December 11, 1996 

                                      11 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE 

Government Income Fund outperformed Lipper Analytical Service's General U.S. 
Government Funds Category for the 12 months ended October 31, 1996. The 
Fund's conservative positioning helped its performance when interest rates 
were on the rise during much of 1996. 

Government Income Fund's management was very active with the portfolio. Last 
year at this time, when interest rates were declining, the Fund emphasized 
Treasuries, at 41% of the portfolio. When interest rates rose in 1996, Fund 
management reduced the Fund's position in Treasuries and increased its 
holdings in mortgage securities. As of April 30, 1996, the Fund had 45% of 
the portfolio invested in mortgages. 

More recently, as interest rates have started to come down again, Fund 
management reduced mortgage holdings and moved back into Treasuries, which 
make up 33% of the portfolio as of October 31, 1996. 

The non-dollar portions of the portfolio performed well and added value 
during this time, even though their position in the portfolio was and is 
relatively small. 

The fluctuations in interest rates also caused movements in the Fund's yield. 
The yield was at its lowest at the end of November at 5.36%, and at its 
highest at the end of May at 6.25%. 

October 31, 1996 

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. Performance for a 
class includes periods prior to the adoption of class designations. "C" 
shares, offered without a sales charge, are available only to certain 
employee benefit plans and large institutions. Performance for "B" and "D" 
shares prior to class designations in 1993 reflects annual 12b-1 fees of 
 .25%, and performance thereafter reflects annual 12b-1 fees of 1%, which will 
reduce subsequent performance. Performance reflects maximum 4.5% "A" share 
front-end sales charge or 5% "B" share or 1% "D" share contingent deferred 
sales charges, where applicable. The Merrill Lynch Government Master and 
Blended Indices are commonly used measures of bond market performance. The 
indices are unmanaged and do not take sales charges into consideration. 
Direct investment in the indices is not possible; results are for 
illustrative purposes only. 

Change In Value Of $10,000 Based On 
The Merrill Lynch Blended Index And 
The Merrill Lynch Government Master Index 
Compared To Change In Value Of $10,000 Invested 
In Government Income Fund 

[Data for Line Charts]
Class A Shares

  Average Annual Total Return
- --------------------------------
1 Year   5 Years   Life of Fund
- --------------------------------
+0.54%    +6.47%      +7.41%
- --------------------------------

$25,000  20,000  15,000  10,000

        $19,896  $21,831   $21,263    
 
3/87     9550     10000     10000
10/87    9408     9935      9849
10/88    10328    11045     10807
10/89    11321    12316     12106
10/90    11948    13154     12825
10/91    13890    15171     14703
10/92    15259    16660     16223
10/93    17034    18553     18333
10/94    16424    17933     17539
10/95    18899    20669     20242
10/96    19896    21831     21263
      Government   ML         ML
        Income   Blended  Government
         Fund     Index     Master
                            Index

Class B Shares

  Average Annual Total Return
- --------------------------------
1 Year   5 Years   Life of Fund
- --------------------------------
- -0.43%    +6.56%      +7.62%
- --------------------------------

$25,000  20,000  15,000  10,000

        $20,272  $21,831   $21,263    

3/87     10000    10000     10000
10/87    9852     9935      9849
10/88    10814    11045     10807
10/89    11855    12316     12106
10/90    12511    13154     12825
10/91    14544    15171     14703
10/92    15978    16660     16223
10/93    17770    18553     18333
10/94    16992    17933     17539
10/95    19397    20669     20242
10/96    20272    21831     21263
      Government   ML         ML
        Income   Blended  Government
         Fund     Index     Master
                            Index

Class C Shares

  Average Annual Total Return
- --------------------------------
1 Year   5 Years   Life of Fund
- --------------------------------
+5.55%   +7.62%      +8.02%
- --------------------------------

$25,000  20,000  15,000  10,000

        $20,997  $21,831   $21,263    
                           
3/87     10000    10000     10000
10/87    9852     9935      9849
10/88    10814    11045     10807
10/89    11855    12316     12106
10/90    12511    13154     12825
10/91    14544    15171     14703
10/92    15978    16660     16223
10/93    17855    18553     18333
10/94    17244    17933     17539
10/95    19894    20669     20242
10/96    20997    21831     21263
      Government   ML         ML
        Income   Blended  Government
         Fund     Index     Master
                            Index

Class D Shares

  Average Annual Total Return
- --------------------------------
1 Year   5 Years   Life of Fund
- --------------------------------
+3.52%   +6.88%      +7.63%
- --------------------------------

$25,000  20,000  15,000  10,000

        $20,286  $21,831   $21,263    
                          
3/87     10000    10000     10000
10/87    9852     9935      9849
10/88    10814    11045     10807
10/89    11855    12316     12106
10/90    12511    13154     12825
10/91    14544    15171     14703
10/92    15978    16660     16223
10/93    17769    18553     18333
10/94    16991    17933     17539
10/95    19411    20669     20242
10/96    20286    21831     21263
      Government   ML         ML
        Income   Blended  Government
         Fund     Index     Master
                            Index




                                      12 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of the State Street Research Government 
Income Fund ("Fund"), along with shareholders of other series of State Street 
Research Financial Trust ("Meeting"), was convened on February 14, 1996, and 
continued thereafter. The results of the Meeting are set forth below. 
<TABLE>
<CAPTION>
                                                                        Votes (millions of Shares) 
                                                                        -------------------------- 
                                                                            For    Withheld 
                                                                           ----------------- 
<S>                                                                        <C>       <C>
1. The following persons were elected as Trustees: 
 Edward M. Lamont                                                          43.4      3.0 
 Robert A. Lawrence                                                        43.4      3.0 
 Dean O. Morton                                                            43.4      3.0 
 Thomas L. Phillips                                                        43.4      3.0 
 Toby Rosenblatt                                                           43.4      3.0 
 Michael S. Scott Morton                                                   43.8      2.6 
 Ralph F. Verni                                                            43.8      2.7 
 Jeptha H. Wade                                                            43.8      2.6 
</TABLE>

<TABLE>
<CAPTION>
                                                                                            Votes (millions of Shares) 
                                                                                            -------------------------- 
                                                                                              For  Against  Abstain 
                                                                                              ----  --------------- 
<S>                                                                                          <C>     <C>      <C>
2. The Fund's following investment policies were reclassified from fundamental to 
   nonfundamental: 
   a. The policy regarding investments in securities of companies with less than three (3) 
      years' continuous operation                                                            26.5   3.8       2.9 
   b. The policy regarding investments in illiquid securities                                26.1   4.0       3.1 
3. The Fund's fundamental policy regarding investments in commodities and commodity 
   contracts was amended                                                                     25.7   4.5       3.1 
4. The Fund's fundamental policy on lending was amended to clarify the permissibility of 
   securities lending                                                                        26.0   4.2       3.0 
5. The Fund's fundamental policies regarding diversification of investments were amended     27.3   3.0       2.9 
6. The Master Trust Agreement was amended to permit the Trustees to reorganize, merge or 
   liquidate a fund without prior shareholder approval                                       33.1   7.3       4.2 
7. The Master Trust Agreement was amended to eliminate specified time permitted between the 
   record date and any shareholders meeting                                                  34.4   5.7       4.4 
</TABLE>

                                      13 
<PAGE> 

STATE STREET RESEARCH GOVERNMENT INCOME FUND 

FUND INFORMATION, OFFICERS AND TRUSTEES OF STATE STREET RESEARCH FINANCIAL 
TRUST 

Fund Information 

State Street Research 
Government Income 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 LLP 
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 

John H. Kallis 
Vice President 

Thomas A. Shively 
Vice President 

Gerard P. Maus 
Treasurer 

Joseph W. Canavan 
Assistant Treasurer 

Douglas A. Romich 
Assistant Treasurer 

Francis J. McNamara, III 
Secretary and General Counsel 

Darman A. Wing 
Assistant Secretary and 
Assistant General Counsel 

Amy L. Simmons 
Assistant Secretary 

Trustees 

Ralph F. Verni 
Chairman of the Board, 
President, Chief Executive 
Officer and Director, 
State Street Research & 
Management Company 

Edward M. Lamont 
Formerly in banking 
(Morgan Guaranty Trust 
Company of New York); 
presently engaged in private 
investments and civic affairs 

Robert A. Lawrence 
Partner, Saltonstall & Co. 

Dean O. Morton 
Retired; formerly Executive 
Vice President, Chief 
Operating Officer and Director, 
Hewlett-Packard Company 

Thomas L. Phillips 
Retired; formerly Chairman of 
the Board and Chief Executive 
Officer, Raytheon Company 

Toby Rosenblatt 
President, 
The Glen Ellen Company 
Vice President, 
Founders Investments Ltd. 

Michael S. Scott Morton 
Jay W. Forrester Professor of 
Management, Sloan School of 
Management, Massachusetts
Institute of Technology 

Jeptha H. Wade 
Retired; formerly Of Counsel, 
Choate, Hall & Stewart 

                                      14 
<PAGE> 


[Back Cover]

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

State Street Research Government Income Fund
One Financial Center
Boston, MA 02111

Questions? Comments?
Call us at 1-800-562-0032,
or write us at:

State Street Research
Shareholder Services
P.O. Box 8408
Boston, MA 02266-8408

[State Street Research Logo]

This report is prepared for the general information of current shareholders 
only. It is not authorized for use as sales material with prospective investors.

The Dalbar awards recognize quality shareholder service and should not be 
considered a rating of fund performance. The survey included mutual fund 
complexes that volunteered or were otherwise selected to participate and was 
not industry-wide.

CONTROL NUMBER: 3549-961224(0198)SSR-LD

Cover Illustration by Dorothy Cullinan

GI-109E-1296


<PAGE>




[Front Cover]

[STATE STREET RESEARCH LOGO]

STATE STREET RESEARCH
STRATEGIC PORTFOLIOS: MODERATE

ANNUAL REPORT
October 31, 1996

                      WHAT'S INSIDE

                      From the Chairman
                      The markets reward
                      investors

                      Portfolio Manager's Review
                      Solid performance from
                      stocks and bonds
                      
                      Fund Information
                      Facts and figures
                      
                      Plus, Complete Portfolio Holdings 
                      and Financial Statements



                   [DALBAR LOGO]

                   For Excellence 
                         in  
                 Shareholder Service


<PAGE>


FROM THE CHAIRMAN 

[Ralph Verni photo] 

To Our Shareholders: 

So far, this has proven to be another good year for many investors in both 
the stock and bond markets. The Dow Jones Industrial Average broke the 6000 
point barrier, and the Standard & Poor's 500 Composite Index was up 24.10 for 
the 12 months ended October 31, 1996. Bond investors saw the Lehman Brothers 
Government/Corporate Bond Index gain 5.39%.(1) 

For much of the past year, there were strong corporate profits, low inflation 
and steady-but-slow economic growth. The stock and bond markets were unduly 
influenced over the past few months by news of the economy, employment and 
what the Federal Reserve might do. Contradictions as to which direction the 
economy was headed caused rallies on some days and declines on others. But 
both markets continued to show a trend of advancement into the autumn season. 
The economy has definitely slowed recently, but this looks more like a 
temporary pause than the beginning of a protracted slowdown. 

The bond market is expected to remain in the trading range where it has been 
for the past several months, even though some of the recent news has been 
more favorable. The outlook for the stock market continues to be positive on 
balance with operating earnings for the S&P 500 expected to be up in 1996 and 
in 1997. We remain fully invested in most of our portfolios, and we are 
continuing to find good values in selected stocks. 

Effective in December 1996, Peter Bennett will assume management 
responsibilities for the Fund. He takes the reins from Michael Yogg who 
leaves State Street Research after 19 years for a new opportunity in the 
investment community. We thank Michael for his service and wish him all the 
best in the future. 

As many of you may know, Peter Bennett has had a long career with State 
Street Research and has served in many capacities. In his primary role as 
Chief Investment Officer-Equities, Peter oversees the day-to-day activities 
of our Equity Group. As portfolio manager of this Fund, his management style 
will translate seamlessly with the Fund's team approach. 

Sincerely, 
/s/ Ralph F. Verni 
Ralph F. Verni 
Chairman 
November 30, 1996 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks and is a commonly used measure of U.S. stock market 
performance. The Lehman Brothers Government/Corporate Bond Index is a 
commonly used index of bond market performance. The indices are unmanaged and 
do not take sales charges into consideration. Direct investment in the 
indices is not possible; results are for illustrative purposes only. 

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

(3)"C" shares, offered without a sales charge, are available only to certain 
employee benefit plans and large institutions. 

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

FUND INFORMATION (all data are for periods ended October 31, 1996, except 
where noted) 

SEC Average Annual Compound Rates 
of Return for periods ended 9/30/96 
(at maximum applicable sales charge)(2,3) 

             Life of Fund 
            (since 9/28/93)      1 Year 
- ---------- ----------------  --------------- 
Class C      +8.51%/+7.93%   +11.46%/+11.02% 

Average Annual Compound 
Rates of Return 
(at maximum applicable sales charge)(2,3) 
             Life of Fund 
            (since 9/28/93)      1 Year 
- ---------- ----------------  --------------- 
Class C      +8.67%/+8.10%   +14.08%/+13.65% 

Cumulative Total Returns 
(do not reflect sales charge)(2) 
             Life of Fund 
            (since 9/28/93)      1 Year 
- ---------- ----------------  --------------- 
Class C     +29.36%/+27.26%  +14.08%/+13.65% 

Performance results for the Fund are increased by the voluntary reduction of 
Fund fees and expenses. In the above charts, the first figure reflects 
expense reduction, the second shows what results would have been without 
subsidization. 

                                       
<PAGE> 

PORTFOLIO MANAGER'S REVIEW 

State Street Research Strategic Portfolios: Moderate had a positive year, 
benefiting from a strong stock market and rallies in the bond market. For the 
12 months ended October 31, 1996, Class C shares of the Fund provided a total 
return of +14.08%. Lipper Analytical Services' Balanced Funds category 
provided an average total return of +14.84% over the same time period. 

When considering the Fund's returns, remember that the investment objective 
of the Fund is slightly more conservative than its peer group. We strive to 
achieve capital appreciation, current income, and preservation of capital, 
all with moderate investment risk. We remain widely diversified in stocks and 
bonds to achieve this objective, and this can sometimes moderate returns. 

Stock Holdings 

Overall, the year has been a great one for the stock market which fueled the 
Fund's overall performance. The largest parts of our equity holdings included 
value stocks, large-cap growth stocks, and international stocks. All three 
areas performed well for us with value stocks leading the way, followed by 
large-cap growth stocks, then international stocks. Our small-cap growth 
stocks, which are the smallest component of our equity holdings, provided 
very strong performance as well. 

Our top five equity industries have shifted somewhat (see chart below) with 
chemical, retail, and electronic equipment dropping off the list. Bank, 
hospital supply and drug have moved up to take their places mainly because we 
see these three industries continuing to have good profit growth as the 
economy slows. In addition, bank stocks tend to perform better in favorable 
interest rate environments, which we are seeing currently. 

Bond Holdings 

Bond performance was mixed over the past year. At the end of 1995, the high 
quality bond market was rallying, but flattened out in 1996. This held back 
our overall bond performance since high-quality bonds were a large percentage 
of holdings. Conversely, our high-yield bond sector has brought in strong 
performance all year due to the strengthening economy. International bonds 
brought in solid performance as well. 

Current Strategy 

As of October 31, 1996, we held 52% of the Fund's assets in equities, 39% in 
fixed-income securities and 9% in cash. This allocation hasn't changed 
significantly over the year. On the equity side, the large-cap growth and 
value stocks remain our largest holdings, with small-cap growth closely 
following. We continue to maintain a smaller position in international 
stocks. High-grade bonds make up the largest percentage of our fixed-income 
holdings, with smaller portions committed to high-yield and international 
bonds. We like the good values currently available in the high-grade bond 
sector. We believe the investment environment is generally positive, with 
economic growth continuing to slow somewhat. 

October 31, 1996 

[pie chart] 

Asset Allocation 
(by percentage of net assets) 

Equities  52% 
Cash       9% 
Bonds     39% 

[bar chart] 

Top 5 Equity Industries 
(by percentage of net assets) 

Computer software and service      3.9% 
Oil                                3.7% 
Bank                               3.7% 
Hospital supply                    3.7% 
Drug                               2.9% 
Total:                            17.9% 

[bar chart] 

Top 5 Bond Sectors 
(by percentage of net assets) 

U.S. Treasury                      13.2% 
U.S. Agency                        11.5% 
Corporate                           5.6% 
Finance/Mortgage                    5.0% 
Foreign Government                  3.0% 
Total:                             38.3% 

                                      2 
<PAGE> 

STATE STREET RESEARCH PORTFOLIO: MODERATE 

INVESTMENT PORTFOLIO 
October 31, 1996 
                                                                  Value 
                                                     Shares      (Note 1) 
- ---------------------------------------------------  --------  -------------- 
EQUITY SECURITIES 51.7% 
Basic Industries 7.5% 
Chemical 2.3% 
Cambrex Corp.                                         2,550     $   79,688 
General Chemical Group Inc.                           2,300         43,700 
Hoechst AG*                                          11,500        432,465 
IMC Global Inc.                                       4,410        165,375 
Monsanto Co.                                          7,700        305,112 
                                                               -------------- 
                                                                 1,026,340 
                                                               -------------- 
Diversified 0.7% 
Cardo AB*                                             5,100        124,869 
Tenma Corp.*                                         12,000        212,902 
                                                               -------------- 
                                                                   337,771 
                                                               -------------- 
Forest Product 0.2% 
Aracruz Celulose SA ADR                               8,500         68,000 
                                                               -------------- 
Machinery 1.6% 
Case Corp.                                            4,600        213,900 
Linde AG*                                               255        157,860 
Sundstrand Corp.                                      5,800        233,450 
Terex Corp. Rts.*++                                     150             37 
Triumph Group, Inc.*                                    700         15,750 
US Filter Corp.*                                      2,600         89,700 
                                                               -------------- 
                                                                   710,697 
                                                               -------------- 
Metal & Mining 1.9% 
Alumax Inc.*                                          5,700        183,113 
Aluminum Company of America                           3,400        199,325 
Bohler Uddeholm AG*                                   1,400        104,726 
Carbide/Graphite Group Inc.*                          2,400         39,150 
RTZ Corp.*                                            8,574        137,178 
SGL Carbon AG*                                        1,300        146,362 
Wyman-Gordon Co.*                                     2,700         59,400 
                                                               -------------- 
                                                                   869,254 
                                                               -------------- 
Railroad 0.8% 
Canadian National Railway Co.                        13,200        363,000 
                                                               -------------- 
Total Basic Industries                                           3,375,062 
                                                               -------------- 
Consumer Cyclical 6.7% 
Airline 0.2% 
Atlas Air Inc.*                                       2,400         88,500 
                                                               -------------- 
Automotive 1.5% 
Honda Motor Co.*                                      8,000        191,120 
Suzuki Motor Co. Ltd.*                                7,000         71,319 
Automotive (cont'd) 
Exide Corp.                                           8,600     $   223,600 
Ford Motor Co.                                        5,300        165,625 
Lear Corp.*                                           1,100         40,700 
                                                               -------------- 
                                                                   692,364 
                                                               -------------- 
Building 0.5% 
Lafarge Corp.                                        11,600        216,050 
                                                               -------------- 
Hotel & Restaurant 1.1% 
Harrah's Entertainment Inc.*                          7,900        132,325 
Mirage Resorts Inc.*                                 11,700        257,400 
Motels of America Inc.*+                                 75          4,500 
Primadonna Resorts Inc.*                              2,700         43,537 
Station Casinos Inc.*                                 3,500         38,938 
U.S. Franchise Systems, Inc. CI. A*                   1,000         14,500 
                                                               -------------- 
                                                                   491,200 
                                                               -------------- 
Recreation 0.8% 
Amer Group, Ltd. Cl. A*                               8,700        198,556 
American Radio Systems Corp. CI. A*                   1,900         57,950 
Anchor Gaming*                                          700         35,000 
Cox Radio Inc. Cl. A*                                 1,700         30,812 
Silver King Communications Inc.*                      1,500         33,375 
                                                               -------------- 
                                                                   355,693 
                                                               -------------- 
Retail Trade 2.6% 
CUC International Inc.*                               2,021         49,502 
Dominick's Supermarkets Inc.*                         1,700         33,788 
Global DirectMail Corp.*                              2,200        108,350 
Home Depot Inc.                                       7,400        405,150 
Kroger Co.*                                           4,900        218,662 
Loehmann's, Inc.*                                     1,500         40,313 
MSC Industrial Direct, Inc. Cl. A*                    1,100         40,700 
Renters Choice Inc.*                                  1,600         30,400 
Sunglass Hut International Inc.*                      4,900         43,488 
Wal-Mart Stores, Inc.                                 8,000        213,000 
                                                               -------------- 
                                                                 1,183,353 
                                                               -------------- 
Total Consumer Cyclical                                          3,027,160 
                                                               -------------- 
Consumer Staple 12.7% 
Business Service 1.5% 
ADT Ltd.*                                            11,900        235,025 
ATC Communications Group Inc.*                        2,900         55,100 
Carriage Services, Inc. Cl. A*                        2,900         65,613 
HA-LO Industries, Inc.*                               3,150         97,650 
HBO & Co.                                             1,200         72,150 
National Media Corp.*                                   900         10,800 

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

                                      3 
<PAGE> 

                                                                  Value 
                                                     Shares      (Note 1) 
- ---------------------------------------------------  --------  -------------- 
Business Service (cont'd) 
Personnel Group of America Inc.*                      2,900     $   80,112 
Technology Solutions Co.*                             1,250         48,594 
                                                               -------------- 
                                                                   665,044 
                                                               -------------- 
Drug 2.9% 
Amgen Inc.*                                           1,800        110,362 
BioVail Corp. International*                          3,100         90,675 
Pfizer Inc.                                           4,500        372,375 
Roussel-Uclaf*                                        1,400        370,504 
Sandoz AG*                                              300        346,756 
                                                               -------------- 
                                                                 1,290,672 
                                                               -------------- 
Food & Beverage 2.7% 
Anheuser-Busch Companies, Inc.                        5,700        219,450 
Coca-Cola Co.                                         5,900        297,950 
Coca-Cola Enterprises Inc.                            8,700        370,837 
Whitman Corp.                                        12,600        305,550 
                                                               -------------- 
                                                                 1,193,787 
                                                               -------------- 
Hospital Supply 3.7% 
American Medical Response, Inc.*                      1,800         54,000 
Baxter International Inc.                             9,300        387,112 
Genesis Health Ventures Inc.                          2,200         50,325 
Healthdyne Technologies Inc.*                         6,800         60,350 
Imagyn Medical, Inc.*                                 5,100         41,438 
Johnson & Johnson                                     6,000        295,500 
Karrington Health Inc.*                               3,100         48,825 
Lincare Holdings Inc.*                                1,200         45,000 
Mariner Health Group Inc.                             4,100         34,850 
Medtronic Inc.                                        3,500        225,313 
Physio-Control International Corp.*                   1,200         23,400 
Respironics Inc.*                                     1,700         25,500 
Roche Holdings AG*                                       35        264,715 
Rural/Metro Corp.*                                    1,600         58,400 
Ultra-Fem Inc.*                                       1,500         33,750 
                                                               -------------- 
                                                                 1,648,478 
                                                               -------------- 
Personal Care 0.0% 
U.S.A. Detergents Inc.*                                 650         21,450 
                                                               -------------- 
Printing & Publishing 0.9% 
Heritage Media Corp. Cl. A*                           2,200         33,550 
Hollinger International Inc. CI. A*                  24,200        302,500 
Providence Journal Co. Cl. A*                         2,100         67,725 
                                                               -------------- 
                                                                   403,775 
                                                               -------------- 
Tobacco 1.0% 
Imperial Tobacco Group PLC*                          23,900     $  140,039 
Philip Morris Companies, Inc.                         3,300        305,663 
Schweitzer-Mauduit International, Inc.                  800         24,600 
                                                               -------------- 
                                                                   470,302 
                                                               -------------- 
Total Consumer Staple                                            5,693,508 
                                                               -------------- 
Energy 3.8% 
Oil 3.7% 
Abacan Resources Corp.*                               9,500         72,438 
ENI SPA ADR                                           3,300        156,750 
Imperial Oil Ltd.                                     2,700        118,800 
KCS Energy Inc.                                       1,100         47,438 
Nuevo Energy Co.*                                     1,300         64,838 
Oryx Energy Co.*                                     12,900        248,325 
Plains Resources Inc.*                                1,500         21,000 
Ranger Oil Ltd.*                                      4,600         34,500 
Seagull Energy Corp.                                 13,012        281,384 
Tosco Corp.                                           5,500        308,687 
Total SA*                                             2,049        160,273 
Woodside Petroleum Ltd. ADR*                         25,000        176,363 
                                                               -------------- 
                                                                 1,690,796 
                                                               -------------- 
Oil Service 0.1% 
Dreco Energy Services Ltd. Cl. A*                     1,400         36,750 
                                                               -------------- 
Total Energy                                                     1,727,546 
                                                               -------------- 
Finance 7.8% 
Bank 3.7% 
Bank of New York Inc.                                 9,800        324,625 
BankAmerica Corp.                                     2,500        228,750 
Citicorp                                              4,400        435,600 
Fleet Financial Group Inc.                            6,300        314,212 
Sparbanken Sverige AB*                               24,100        381,161 
                                                               -------------- 
                                                                 1,684,348 
                                                               -------------- 
Financial Service 1.7% 
Alex Brown Inc.                                         600         34,050 
CMAC Investment Corp.                                 1,000         69,125 
Federal Home Loan Mortgage Corp.                      2,300        232,300 
Federal National Mortgage Association                10,600        414,725 
                                                               -------------- 
                                                                   750,200 
                                                               -------------- 

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

                                      4 
<PAGE> 

                                                                  Value 
                                                     Shares      (Note 1) 
- ---------------------------------------------------  --------  -------------- 
Insurance 2.4% 
ACE Ltd.                                              4,500    $   246,375 
AMBAC Inc.                                            2,700        168,750 
Delphi Financial Group Inc.*                            960         27,000 
Mid Ocean Ltd.                                        5,900        277,300 
Mutual Risk Management Ltd.                           2,066         66,112 
NAC Re Corp.                                          1,600         56,200 
Travelers/Aetna Property Casualty Corp. CI. A*        7,400        222,000 
                                                               -------------- 
                                                                 1,063,737 
                                                               -------------- 
Total Finance                                                    3,498,285 
                                                               -------------- 
Science & Technology 11.1% 
Aerospace 1.8% 
Boeing Co.                                            3,600        343,350 
General Dynamics Corp.                                3,400        233,325 
Rockwell International Corp.                          3,800        209,000 
                                                               -------------- 
                                                                   785,675 
                                                               -------------- 
Computer Software & Service 3.9% 
Anacomp Inc.*                                         5,594         48,948 
Applied Graphics Technologies, Inc.                   1,900         29,925 
Cisco Systems Inc.*                                   5,600        346,500 
Desktop Data Inc.*                                    1,000         23,750 
Electronic Data Systems Corp.                         3,300        148,500 
Manugistics Group Inc.*                                 700         30,100 
Microsoft Corp.*                                      2,600        356,850 
National Processing, Inc.*                            4,300         81,700 
Oracle Systems Corp.*                                 3,400        143,862 
Planning Sciences International PLC ADR*              1,700         21,675 
SystemSoft Corp.*                                     1,200         33,900 
Ultratech Stepper Inc.*                               2,700         45,900 
Vantive Corp.*                                          700         23,100 
Videoserver Inc.*                                     1,200         56,850 
Wang Laboratories Inc.*                               3,600         84,150 
Western Digital Corp. Rts.*                           5,800        281,300 
                                                               -------------- 
                                                                 1,757,010 
                                                               -------------- 
Electronic Components 2.1% 
ABB AG*                                                  65         80,324 
AMP Inc.                                              5,700        193,087 
Augat Inc.                                            2,400         66,000 
Encad Inc.*                                             800         32,800 
Intel Corp.*                                          4,000        439,500 
VLSI Technology Inc.*                                 1,400         24,150 
Xicor Inc.                                            3,700         42,088 
Zebra Technologies Corp. Cl. A*                       2,700         77,963 
                                                               -------------- 
                                                                   955,912 
                                                               -------------- 
Electronic Equipment 2.8% 
Berg Electronics Corp.*                               2,500    $    70,625 
Chicago Miniature Lamp, Inc.*                         1,400         41,650 
L.M. Ericsson Telephone Co. ADR Cl. B*                7,570        209,121 
L.M. Ericsson Telephone Co. Cl. B*                    8,769        237,371 
Lucent Technologies Inc.*                             2,800        131,600 
Network Equipment Technologies, Inc. Rts.*            2,400         32,100 
Nokia AB Cl. A Pfd.*                                  1,960         90,502 
Nokia AB Cl. K Pfd.                                   5,500        259,537 
Toolex Alpha NV*                                     20,500        196,941 
                                                               -------------- 
                                                                 1,269,447 
                                                               -------------- 
Office Equipment 0.5% 
FileNet Corp.*                                        2,600         73,775 
International Business Machines Corp.                 1,100        141,900 
                                                               -------------- 
                                                                   215,675 
                                                               -------------- 
Total Science & Technology                                       4,983,719 
                                                               -------------- 
Utility 2.1% 
Electric 0.7% 
Allegheny Power Systems Inc.                          5,600        167,300 
American Electric Power Inc.                          3,300        136,950 
                                                               -------------- 
                                                                   304,250 
                                                               -------------- 
Natural Gas 0.4% 
ENSERCH Corp.                                         6,000        129,000 
TransTexas Gas Corp.*                                 4,500         63,000 
                                                               -------------- 
                                                                   192,000 
                                                               -------------- 
Telephone 1.0% 
Allen Group Inc.                                      2,900         46,037 
Clearnet Communications Inc. Wts.*                      495          4,455 
Geotek Communications Inc.*                           5,500         40,563 
NetCom Systems AB*                                   17,700        223,413 
Tel-Save Holdings Inc.*                               2,900         72,500 
Trescom International Inc.*                           4,900         62,475 
                                                               -------------- 
                                                                   449,443 
                                                               -------------- 
Total Utility                                                      945,693 
                                                               -------------- 
Total Equity Securities (Cost $19,668,040)                      23,250,973 
                                                               -------------- 


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

                                      5 
<PAGE> 

<TABLE>
<CAPTION>
                                         Principal        Maturity        Value 
                                          Amount            Date        (Note 1) 
- -----------------------------------  -------------------------------  -------------- 
<S>                             <C>                      <C>           <C>         
FIXED INCOME SECURITIES 39.5% 
U.S. Treasury 13.2% 
U.S. Treasury Bond, 12.00%              $  400,000        8/15/2013    $  575,876 
U.S. Treasury Bond, 8.125%                 850,000        8/15/2021       988,788 
U.S. Treasury Bond, 6.25%                  750,000        8/15/2023       704,527 
U.S. Treasury Note, 8.50%                  550,000        5/15/1997       558,849 
U.S. Treasury Note, 5.125%                 125,000        6/30/1998       123,906 
U.S. Treasury Note, 6.75%                  650,000        5/31/1999       663,611 
U.S. Treasury Note, 7.125%                 175,000        9/30/1999       180,605 
U.S. Treasury Note, 6.875%                 550,000        3/31/2000       565,037 
U.S. Treasury Note, 6.625%                 625,000        7/31/2001       638,181 
U.S. Treasury Note, 7.50%                  275,000       11/15/2001       291,242 
U.S. Treasury Note, 5.75%                  225,000        8/15/2003       219,130 
U.S. Treasury Note, 7.875%                 375,000       11/15/2004       411,563 
                                                                      -------------- 
                                                                        5,921,315 
                                                                      -------------- 
U.S. Agency Mortgage 11.5% 
Federal Home Loan Mortgage Corp., 
  6.50%                                    175,376        2/01/2009       173,895 
Federal Home Loan Mortgage Corp., 
  6.50%                                    120,946        7/01/2009       119,925 
Federal Home Loan Mortgage Corp., 
  9.50%                                    109,415        7/25/2022       117,689 
Federal Home Loan Mortgage Corp. 
  Series 29-H PAC, 6.50%                   100,000        3/25/2023        97,406 
Federal Home Loan Mortgage Corp., 
  7.00%                                    328,889       12/01/2024       325,189 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                              147,956        1/01/2025       149,133 
Federal Home Loan Mortgage Corp., 
  8.00%                                     56,192        6/01/2025        57,491 
Federal Home Loan Mortgage Corp., 
  7.50%                                     82,815        7/01/2025        83,268 
Federal Home Loan Mortgage Corp., 
  7.50%                                    473,837        6/01/2026       475,462 
Federal National Mortgage 
  Association, 9.50%                       218,279       10/01/2003       229,463 
Federal National Mortgage 
  Association, 7.00%                       183,193       12/01/2007       185,018 
Federal National Mortgage 
  Association, 8.00%                       216,381        4/01/2008       225,314 
Federal National Mortgage 
  Association TBA, 7.00%                   225,000       11/13/2025       220,781 
Government National Mortgage 
  Association, 6.50%                       114,945        2/15/2009       113,867 
Government National Mortgage 
  Association, 6.50%                       255,308        5/15/2009       252,954 
Government National Mortgage 
  Association, 9.00%                       131,853        2/15/2022       140,340 
U.S. Agency Mortgage (cont'd) 
Government National Mortgage 
  Association, 8.00%                    $  682,250        7/15/2022    $  700,152 
Government National Mortgage 
  Association, 6.50%                        88,276       12/15/2023        85,020 
Government National Mortgage 
  Association, 6.50%                       298,168        7/15/2024       287,172 
Government National Mortgage 
  Association, 7.00%                       148,234        1/15/2025       146,244 
Government National Mortgage 
  Association, 7.00%                        68,472       10/15/2025        67,188 
Government National Mortgage 
  Association, 7.50%                       316,866       11/15/2025       318,054 
Government National Mortgage 
  Association TBA, 7.00%                   150,000       11/19/2025       147,141 
Government National Mortgage 
  Association, 7.50%                       148,923        4/15/2026       149,388 
Government National Mortgage 
  Association, 8.00%                       299,586        9/15/2026       306,326 
                                                                      -------------- 
                                                                        5,173,880 
                                                                      -------------- 
Canadian-Yankee 0.9% 
Hydro-Quebec Deb. Series HS, 9.40%         225,000        2/01/2021       270,391 
Talisman Energy Inc. Deb., 7.125%          125,000        6/01/2007       124,630 
                                                                      -------------- 
                                                                          395,021 
                                                                      -------------- 
Trust Certificates 0.3% 
Cooperative Utility Trust 
  Certificates, 10.70%                     125,000        9/15/2017       136,154 
                                                                      -------------- 
Foreign Government 3.0%              Australian Dollar 
Government of Australia, 7.50%             400,000        7/15/2005       320,736 
                                       Canadian Dollar 
Government of Canada, 7.50%                515,000       12/01/2003       414,809 
                                          Danish Krone 
Kingdom of Denmark, 8.00%                1,200,000       11/15/2001       226,072 
Kingdom of Denmark, 8.00%                1,200,000        3/15/2006       222,191 
                                European Currency Unit 
Government of France, 8.00%                125,000        4/25/2003       176,239 
                                                                      -------------- 
                                                                        1,360,047 
                                                                      -------------- 
Finance/Mortgage 5.0% 
Allmerica Financial Corp. Sr. Note, 
  7.625%                                $  150,000       10/15/2025       149,816 
Associates Corp. of North America 
  Note, 6.375%                             150,000       10/15/2002       148,320 
Capital One Bank Note, 7.08%               250,000       10/30/2001       252,067 
CIT Group Holdings Inc. Note, 6.75%        250,000        5/14/2001       253,580 

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

                                      6 
<PAGE> 

                                         Principal        Maturity        Value 
                                          Amount            Date        (Note 1) 
- -----------------------------------  -------------------------------  -------------- 
Finance/Mortgage (cont'd) 
Countrywide Mortgage Inc. Series 
  1994-2 Class A-7, 6.50%               $  150,000        4/25/2008    $   150,280 
Discover Credit Card Trust Series 
  1993 A, 6.25%                            125,000        8/16/2000        125,273 
First Chicago Master Trust Series 
  91-D, 8.40%                               16,667        6/15/1998         16,661 
Ford Credit Auto Loan Master Trust 
  Series 95-1, 6.50%                       200,000        8/15/2002        200,000 
GE Global Insurance Holding Corp. 
  Note, 7.00%                              175,000        2/15/2026        169,094 
General Motors Acceptance Corp. 
  Note, 8.375%                             200,000        5/01/1997        202,502 
General Motors Acceptance Corp. 
  Note, 7.85%                               50,000       11/17/1997         51,016 
Household Finance Co. Sr. Note, 
  6.75%                                    100,000        6/01/2000        101,183 
NationsBank Credit Card Master 
  Trust Series 1995-1A, 6.45%              150,000        4/15/2003        150,843 
Prudential Home Mortgage Securities 
  Co. Series 93-57 A-1 PAC, 6.50%          108,307       12/26/2023        107,968 
Prudential Home Mortgage Securities 
  Co.Series 93-29 A-6 PAC, 6.75%            70,980        8/25/2008         71,401 
Sears Credit Account Master Trust 
  Series 1995-2A, 8.10%                    100,000        6/15/2004        105,000 
                                                                      -------------- 
                                                                         2,255,004 
                                                                      -------------- 
Corporate 5.6% 
Anacomp Inc. Sr. Sub. Note, 13.00%          71,000        6/04/2002         73,307 
Chevron Corp. Profit Sharing Note, 
  8.11%                                    100,000       12/01/2004        106,906 
Clearnet Communications Inc. Sr. 
  Disc. Note, 0.00% to 12/14/2000, 
  14.75% from 12/15/2000 to 
  maturity                                 150,000       12/15/2005         87,422 
Columbia/HCA Healthcare Corp. 
  Master Trust Note, 6.87%                 125,000        9/15/2003        126,584 
Crown Packaging Ltd. Sr. Sec. Note, 
  10.75%                                    75,000       11/01/2000         69,750 
Dade International Inc. Sr. Sub. 
  Note, 11.125%+                           250,000        5/01/2006        267,500 
Envirosource Inc. Note, 9.75%              125,000        6/15/2003        116,875 
Grand Union Co. Sr. Sub. Note, 
  12.00%                                    75,000        9/01/2004         75,750 
Corporate (cont'd) 
K & F Industries Inc. Sr. Sec. 
  Note, 11.875%                         $  175,000       12/01/2003    $   189,000 
K & F Industries Inc. Sr. Sub. 
  Deb., 10.375%                            100,000        9/01/2004        103,000 
K-III Communications Corp. Sr. 
  Note, 8.50%                              100,000        2/01/2006         93,250 
Norcal Waste Systems Inc. Sr. Note, 
  12.75% to 11/14/96, 13.00% from 
  11/15/96 to 5/14/97, 13.25% from 
  5/15/97 to 11/14/97, 13.50% from 
  11/15/97 to maturity                     200,000       11/15/1996        216,500 
Presidio Oil Co. Sr. Sec. Note, 
  11.50% (ballot box)                      100,000        9/15/2000         98,750 
Ralphs Grocery Co. Sr. Note, 10.45%        170,000        6/15/2004        171,700 
Sears Roebuck Acceptance Corp. 
  Note, 6.86%                              225,000        8/06/2001        227,610 
Spanish Broadcasting Systems Inc. 
  Sr. Note, 7.50%                          100,000        6/15/2002        104,500 
Talley Manufacturing & Technology 
  Inc. Sr. Note, 10.75%                    250,000       10/15/2003        258,750 
United Meridian Corp. Sr. Sub. 
  Note, 10.375%                            120,000       10/15/2005        129,600 
                                                                      -------------- 
                                                                         2,516,754 
                                                                      -------------- 
Total Fixed Income Securities (Cost $17,534,083)                        17,758,175 
                                                                      -------------- 
SHORT-TERM OBLIGATIONS 10.2% 
American Express Credit Corp., 
  5.22%                                  1,566,000       11/06/1996      1,566,000 
Associates Corp. of North America, 
  5.15%                                    333,000       11/01/1996        333,000 
Beneficial Corp., 5.22%                  1,000,000       11/04/1996      1,000,000 
Federal Home Loan Mortgage Corp., 
  5.17%                                    957,000       11/01/1996        957,000 
Ford Motor Credit Co., 5.25%               739,000       11/04/1996        739,000 
                                                                      -------------- 
Total Short-Term Obligations (Cost $4,595,000)                           4,595,000 
                                                                      -------------- 
Total Investments (Cost $41,797,123)--101.4%                            45,604,148 
Cash and Other Assets, Less Liabilities--(1.4)%                           (615,297) 
                                                                      -------------- 
Net Assets--100.0%                                                     $44,988,851 
                                                                      ============== 
</TABLE>

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

                                      7 
<PAGE> 

Federal Income Tax Information: 
At October 31, 1996, the net unrealized appreciation of 
  investments based on cost for Federal income tax purposes of 
  $41,942,980 was as follows: 
Aggregate gross unrealized appreciation for all investments in 
  which there is an excess of value over tax cost                  $4,594,225 
Aggregate gross unrealized depreciation for all investments in 
  which there is an excess of tax cost over value                    (933,057) 
                                                                  ------------- 
                                                                   $3,661,168 
                                                                  ============= 


ADR stands for American Depositary Receipt, representing ownership of foreign 
securities. 
*   Nonincome-producing 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 and may vary by no more than 1%. 
+   Security restricted in accordance with Rule 144A under the Securities Act 
    of 1933, which allows for the resale of such securities among certain 
    qualified buyers. The total cost and market value of Rule 144A securities 
    owned at October 31, 1996 were $258,625 and $272,000 (0.60% of net assets), 
    respectively. 
(ballot box) Security is in default. 
++  Security restricted as to public resale. At October 31, 1996, there were 
    no outstanding unrestricted securities of the same class as those held. 
    The total cost and market value of restricted securities at October 31, 
    1996 were $0 and $37 (0.00% of net assets), respectively. 

Forward currency exchange contracts outstanding at October 31, 1996, 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              157,000 AUD     .79475 AUD      $   655        1/24/97 
Sell Australian dollars, Buy U.S. dollars               40,000 AUD     .77425 AUD         (718)      11/14/96 
Sell Australian dollars, Buy U.S. dollars              175,000 AUD     .77450 AUD       (3,098)      11/14/96 
Buy Australian dollars, Sell U.S. dollars               10,000 AUD     .79147 AUD            7       11/14/96 
Buy Australian dollars, Sell U.S. dollars               83,000 AUD     .79055 AUD            2        1/24/97 
Sell Australian dollars, Buy U.S. dollars               83,000 AUD     .79340 AUD          234        1/24/97 
Sell Canadian dollars, Buy U.S. dollars                 76,000 CAD     .73153 CAD       (1,159)      11/14/96 
Sell Canadian dollars, Buy U.S. dollars                 15,000 CAD     .74683 CAD          (49)       1/24/97 
Sell Canadian dollars, Buy U.S. dollars                270,000 CAD     .73099 CAD       (4,261)      11/14/96 
Sell Canadian dollars, Buy U.S. dollars                103,000 CAD     .74703 CAD         (316)       1/24/97 
Sell Danish krone, Buy U.S. dollars                  1,438,100 DKK     .17110 DKK       (2,429)       1/24/97 
Sell Danish krone, Buy U.S. dollars                  1,012,000 DKK     .17578 DKK        3,657       11/14/96 
Sell European currency units, Buy U.S. dollars         130,000 ECU    1.27480 ECU          991       11/14/96 
                                                                                   --------------- 
                                                                                       $(6,484) 
                                                                                   =============== 
</TABLE>

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

                                      8 
<PAGE> 

STATEMENT OF ASSETS AND LIABILITIES 
October 31, 1996 

Assets 
Investments, at value (Cost $41,797,123) (Note 1)             $45,604,148 
Cash                                                                5,486 
Interest and dividends receivable                                 325,468 
Receivable for securities sold                                    181,290 
Receivable for fund shares sold                                    53,471 
Receivable from Distributor (Note 3)                               30,879 
Receivable for open forward contracts                               5,546 
Deferred organization costs and other assets (Note 1)              47,567 
                                                              -------------- 
                                                               46,253,855 
Liabilities 
Payable for securities purchased                                1,081,019 
Payable for fund shares redeemed                                   50,520 
Accrued management fee (Note 2)                                    24,618 
Accrued transfer agent and shareholder services (Note 2)           17,375 
Payable for open forward contracts                                 12,030 
Accrued trustees' fees (Note 2)                                     5,214 
Other accrued expenses                                             74,228 
                                                              -------------- 
                                                                1,265,004 
                                                              -------------- 
Net Assets                                                    $44,988,851 
                                                              ============== 
Net Assets consist of: 
 Undistributed net investment income                          $   541,601 
 Unrealized appreciation of investments                         3,807,025 
 Unrealized depreciation of forward contracts and  foreign 
  currency                                                         (6,167) 
 Accumulated net realized gain                                  2,644,453 
 Shares of beneficial interest                                 38,001,939 
                                                              -------------- 
                                                              $44,988,851 
                                                              ============== 
Net Asset Value, offering price and redemption price per 
  share of Class C shares ($44,988,851 / 3,986,663 shares of 
  beneficial interest)                                        $     11.28 
                                                              ============== 


STATEMENT OF OPERATIONS 
For the year ended October 31, 1996 

Investment Income 
Interest                                                       $1,620,422 
Dividends, net of foreign taxes of $11,151                        348,800 
                                                              -------------- 
                                                                1,969,222 
Expenses 
Management fee (Note 2)                                           302,408 
Custodian fee                                                     155,325 
Transfer agent and shareholder services (Note 2)                  113,217 
Reports to shareholders                                            32,861 
Audit fee                                                          32,158 
Amortization of organization costs (Note 1)                        16,682 
Trustees' fees (Note 2)                                            16,133 
Registration fees                                                  13,053 
Legal fees                                                          6,774 
Miscellaneous                                                      10,908 
                                                              -------------- 
                                                                  699,519 
Expenses borne by the Distributor (Note 3)                       (234,376) 
                                                              -------------- 
                                                                  465,143 
                                                              -------------- 
Net investment income                                           1,504,079 
                                                              -------------- 
Realized and Unrealized Gain on Investments, Foreign 
  Currency and Forward Contracts 
Net realized gain on investments (Notes 1 and 4)                3,068,164 
Net realized gain on forward contracts and foreign currency 
  (Note 1)                                                         82,986 
                                                              -------------- 
 Total net realized gain                                        3,151,150 
                                                              -------------- 
Net unrealized appreciation of investments                      1,058,351 
Net unrealized appreciation of forward contracts and 
  foreign currency                                                 43,163 
                                                              -------------- 
 Total net unrealized appreciation                              1,101,514 
                                                              -------------- 
Net gain on investments, foreign currency and forward 
  contracts                                                     4,252,664 
                                                              -------------- 
Net increase in net assets resulting from operations           $5,756,743 
                                                              ============== 


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

                                      9 
<PAGE> 

STATEMENT OF CHANGES IN NET ASSETS 

                                       Year ended October 31 
                                   ------------------------------ 
                                       1996            1995 
 -------------------------------- ---------------  -------------- 
Increase (Decrease) in Net Assets 
Operations: 
Net investment income              $  1,504,079     $ 1,224,242 
Net realized gain on 
  investments, foreign currency 
  and forward contracts*              3,151,150         579,909 
Net unrealized appreciation of 
  investments, foreign currency 
  and forward contracts               1,101,514       2,954,377 
                                  ---------------  -------------- 
Net increase resulting from 
  operations                          5,756,743       4,758,528 
                                  ---------------  -------------- 
Dividends from net investment 
  income--Class C                    (1,633,976)       (996,013) 
                                  ---------------  -------------- 
Class C share transactions (Note 
  6): 
 Proceeds from sale of  shares       14,756,256      10,791,980 
 Net asset value of shares 
   issued in payment of 
   dividends                            510,768         236,847 
 Cost of shares  repurchased        (14,221,849)     (3,464,385) 
                                  ---------------  -------------- 
Net increase from fund share 
  transactions                        1,045,175       7,564,442 
                                  ---------------  -------------- 
Total increase in net assets          5,167,942      11,326,957 

Net Assets 
Beginning of year                    39,820,909      28,493,952 
                                  ---------------  -------------- 
End of year (including 
  undistributed net investment 
  income of $541,601 and 
  $551,744, respectively)          $ 44,988,851     $39,820,909 
                                  ===============  ============== 
Number of Class C shares: 
 Sold                                 1,373,024       1,120,799 
 Issued upon reinvestment  of 
  dividends                              47,952          24,757 
 Repurchased                         (1,314,427)       (371,031) 
                                  ---------------  -------------- 
 Net increase in fund  shares           106,549         774,525 
                                  ===============  ============== 

*Net realized gain for Federal 
  income tax purposes (Note 1)     $  2,790,310     $   522,329 
                                  ===============  ============== 

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

NOTES TO FINANCIAL STATEMENTS 
October 31, 1996 

Note 1 

State Street Research Strategic Portfolios: Moderate (the "Fund"), is a 
series of State Street Research Financial Trust, (the "Trust"), which was 
organized as a Massachusetts business trust in November, 1986 and is 
registered under the Investment Company Act of 1940, as amended, as an 
open-end management investment company. The Fund commenced operations in 
September, 1993. The Trust consists presently of four separate funds: State 
Street Research Strategic Portfolios: Moderate, State Street Research 
Government Income Fund, State Street Research Strategic Portfolios: 
Conservative and State Street Research Strategic Portfolios: Aggressive. 

The investment objective of the fund is to provide both current income and 
capital appreciation, consistent with the preservation of capital and 
reasonable investment risk. 

The Fund is authorized to issue four classes of shares. Only Class C shares 
are presently available for purchase. Class A, Class B and Class D shares are 
not being offered at this time. Class A shares will be subject to an initial 
sales charge of up to 4.50% and annual service fees of 0.25% of average daily 
net assets. Class B shares will be 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 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. Securities quoted in 
foreign currencies are translated into U.S. dollars at the current exchange 
rate. 



                                      10 
<PAGE> 

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. 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. 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. The Fund is charged for expenses directly 
attributable to it, while indirect expenses are allocated among all funds in 
the Trust. 

D. 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. 

E. Federal Income Taxes 

No provision for Federal income taxes is necessary because the Fund intends 
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. 

F. Deferred Organization Costs 

Certain costs incurred in the organization and registration of the Fund were 
capitalized and are being amortized under the straight-line method over a 
period of five years. 

G. 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 currency. 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. 

H. Estimates 

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

Note 2 

The Trust and State Street Research & Management Company (the "Adviser"), an 
indirect wholly owned subsidiary of Metropolitan Life Insurance Company 
("Metropolitan"), have entered into 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 October 31, 1996, the fees pursuant to 
such agreement amounted to $302,408. 

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, employee benefit plans and similar programs or plans, through 
or under which shares of the Fund may be purchased. During the year ended 
October 31, 1996, the amount of such expenses was $100,775. 

The fees of the Trustees not currently affiliated with the Adviser amounted 
to $16,133 during the year ended October 31, 1996. 

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 October 31, 1996, the amount of such expenses 
assumed by the Distributor and its affiliates was $234,376. 

Note 4 

For the year ended October 31, 1996, purchases and sales of securities, 
exclusive of short-term obligations, aggregated $55,044,548 and $52,997,716 
(including $15,452,703 and $13,761,143 of U.S. Government securities), 
respectively. 

                                      11 
<PAGE> 

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 
will pay 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 will pay 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 or servicing 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. 

Note 6 

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

At October 31, 1996, Metropolitan owned 1,695,308 Class C shares of the Fund 
and the Adviser owned one Class C share of the Fund. 

FINANCIAL HIGHLIGHTS 
For a Class C share outstanding throughout each year: 
<TABLE>
<CAPTION>
                                                                                              September 28, 1993
                                                                Year ended October 31          (Commencement of
                                                         ---------------------------------       Operations) to
                                                           1996**      1995**        1994      October 31, 1993
- -------------------------------------------------------  -----------  ----------- --------   -------------------- 
<S>                                                       <C>          <C>          <C>             <C>     
Net asset value, beginning of year                        $ 10.26      $  9.18      $  9.57         $  9.55 
Net investment income*                                       0.35         0.36         0.28            0.02 
Net realized and unrealized gain (loss) on investments, 
  foreign currency and forward contracts                     1.07         1.01        (0.45)             -- 
Dividends from net investment income                        (0.40)       (0.29)       (0.22)             -- 
                                                         -----------  ----------- -----------  ------------------ 
Net asset value, end of year                              $ 11.28      $ 10.26      $  9.18         $  9.57 
                                                         ===========  =========== ===========  ================== 
Total return                                                14.08%+      15.24%+      (1.81)%+         0.21%+++ 
Net assets at end of year (000s)                          $44,989      $39,821      $28,494         $25,040 
Ratio of expenses to average net assets*                     1.00%        1.00%        1.00%           1.00%++ 
Ratio of net investment income to average net assets*        3.23%        3.68%        3.05%           2.32%++ 
Portfolio turnover rate                                    127.59%      120.62%      142.86%           0.00% 
Average commission rate@                                  $0.0258           --           --              -- 

*Reflects voluntary assumption of fees or expenses per 
 share in each year (Note 3)                              $  0.05      $  0.07      $  0.05         $  0.00 
</TABLE>

++ 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. 

** Per-share figures have been calculated using the average shares method. 

@  For fiscal years beginning on or after November 1, 1995, the Fund is 
   required to disclose its average commission rate per share paid for security 
   trades. 

                                      12 
<PAGE> 

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Financial Trust and the Shareholders of 
State Street Research Strategic Portfolios: Moderate 

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 State Street Research 
Strategic Portfolios: Moderate (a series of State Street Research Financial 
Trust, hereafter referred to as the "Trust") at October 31, 1996, 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 at October 31, 1996 by 
correspondence with the custodian and brokers and the application of 
alternative auditing procedures where confirmations from brokers were not 
received, provide a reasonable basis for the opinion expressed above. 

Price Waterhouse LLP 
Boston, Massachusetts 
December 11, 1996 

                                      13 
<PAGE> 

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE 

As of October 31, 1996, State Street Research Strategic Portfolios: Moderate 
held 52% of its assets in equities, 39% in fixed income securities and 9% in 
cash. For the 12 months ended October 31, 1996, Class C shares of the Fund 
provided a total return of +14.08%. 

We strive to achieve capital appreciation, current income, and preservation 
of capital, all with moderate investment risk. We remain widely diversified 
in stocks and bonds to achieve this objective. 

Stocks 

Positive stock returns helped the portfolio's performance. Large-cap and 
value stocks made up the largest equity holdings. Value stocks performed 
strongly, large-cap growth stocks less so. International equities, which were 
also a large component performed well. Small-cap growth stocks, which only 
comprised a small portion of the portfolio, brought in strong performance. 

Bonds 

The Fund's fixed-income component performed well, but did not keep pace with 
its stock holdings. This was due in large part to our high-grade bond 
holdings, which comprised our largest fixed-income position and provided flat 
performance. High-yield and international bonds brought in strong 
performance. 

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. "C" shares, offered without a sales 
charge, are available only to certain employee benefit plans and large 
institutions. The Standard & Poor's 500 Composite Index (S&P 500) includes 
500 widely traded common stocks and is a commonly used measure of U.S. stock 
market performance. The Lehman Brothers Government/ Corporate Bond Index is a 
commonly used index of bond market performance. The indices are unmanaged and 
do not take sales charges into consideration. Direct investment in the 
indices is not possible; results are for illustrative purposes only. 
Performance results for the Fund are increased by the voluntary reduction of 
Fund fees and expenses. In the box in the chart at the right, the first 
figure reflects expense reduction; the second shows what results would have 
been without subsidization. 

               Change In Value Of $10,000 Based On The S&P 500 
              And The Lehman Brothers Government/Corporate Bond 
                 Index Compared To Change In Value Of $10,000 
                  Invested In Strategic Portfolios: Moderate 

[line chart] 

     Average Annual Total Return 
    1 Year           Life of Fund 
+14.08%/+13.65%     +8.67%/+8.10% 

Class C Shares 

               Strategic Portfolios:    LB Gov't/Corp 
               Moderate                 Bond Index          S&P 500 

9/28/93        10000                    10000               10000
10/31/93       10021                    10041               10207
10/31/94        9840                     9575               10600
10/31/95       11340                    11123               13400
10/31/96       12936                    11722               16627


                                      14 
<PAGE> 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of State Street Research Strategic 
Portfolios: Moderate ("Fund"), along with shareholders of other series of 
State Street Research Financial Trust ("Meeting"), was convened on February 
14, 1996, and continued thereafter. The results of the Meeting are set forth 
below. 

                                                       Votes (millions of 
                                                            shares) 
                                                       ------------------ 
                                                        For    Withheld 
                                                       ------ ----------- 
1. The following persons were elected as Trustees: 
   Edward M. Lamont                                    43.4       3.0 
   Robert A. Lawrence                                  43.4       3.0 
   Dean O. Morton                                      43.4       3.0 
   Thomas L. Phillips                                  43.4       3.0 
   Toby Rosenblatt                                     43.4       3.0 
   Michael S. Scott Morton                             43.8       2.6 
   Ralph F. Verni                                      43.8       2.7 
   Jeptha H. Wade                                      43.8       2.6 


                                                        Votes (millions of 
                                                              shares) 
                                                      ---------------------- 
                                                       For  Against  Abstain 
                                                       ---- ------- -------- 
2. The Fund's fundamental policy on diversification 
   of investments was amended                          3.1    0.1      0.2 
3. The Master Trust Agreement was amended to permit 
   the Trustees to reorganize, merge or liquidate a 
   fund without prior shareholder approval            33.1    7.3      4.2 
4. The Master Trust Agreement was amended to 
   eliminate specified time permitted between the 
   record date and any shareholders meeting.          34.4    5.7      4.4 


                                      15 
<PAGE> 

FUND INFORMATION, OFFICERS AND TRUSTEES OF STATE STREET RESEARCH FINANCIAL TRUST

Fund Information 

State Street Research 
Strategic Portfolios: Moderate 
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 LLP 
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 

John H. Kallis 
Vice President 

Thomas A. Shively 
Vice President 

Gerard P. Maus 
Treasurer 

Joseph W. Canavan 
Assistant Treasurer 

Douglas A. Romich 
Assistant Treasurer 

Francis J. McNamara, III 
Secretary and General Counsel 

Darman A. Wing 
Assistant Secretary and 
Assistant General Counsel 

Amy L. Simmons 
Assistant Secretary 

Trustees 

Ralph F. Verni 
Chairman of the Board, 
President, Chief Executive 
Officer and Director, 
State Street Research & 
Management Company 

Edward M. Lamont 
Formerly in banking 
(Morgan Guaranty Trust 
Company of New York); 
presently engaged in private 
investments and civic affairs 

Robert A. Lawrence 
Partner, Saltonstall & Co. 

Dean O. Morton 
Retired; formerly Executive 
Vice President, Chief 
Operating Officer and Director, 
Hewlett-Packard Company 

Thomas L. Phillips 
Retired; formerly Chairman of the 
Board and Chief Executive 
Officer, Raytheon Company 

Toby Rosenblatt 
President, 
The Glen Ellen Company 
Vice President, 
Founders Investments Ltd. 

Michael S. Scott Morton 
Jay W. Forrester Professor of 
Management, Sloan School of 
Management, Massachusetts 
Institute of Technology 

Jeptha H. Wade 
Retired; formerly Of Counsel, 
Choate, Hall & Stewart 

                                      16 
<PAGE> 



State Street Research Strategic Portfolios: Moderate
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]
This report is prepared for the general information of current shareholders
only. It is not authorized for use as sales material with prospective investors.


The Dalbar awards recognize quality shareholder service and should not be
considered a rating of fund performance. The survey included mutual fund
complexes that volunteered or were otherwise selected to participate and was
not industry-wide.

CONTROL NUMBER: 3550-961226(0198)SSR-LD   Cover Illustration by Dorothy Cullinan

                                                                    SP-124E-1296

<PAGE>




[STATE STREET RESEARCH LOGO]

STATE STREET RESEARCH
STRATEGIC PORTFOLIOS: AGGRESSIVE

ANNUAL REPORT
October 31, 1996

                      WHAT'S INSIDE

                      From the Chairman
                      The markets reward
                      investors

                      Portfolio Manager's Review
                      Favorable performance from
                      stocks and bonds
                      
                      Fund Information
                      Facts and figures
                      
                      Plus, Complete Portfolio Holdings 
                      and Financial Statements



                   [DALBAR LOGO]

                   For Excellence 
                         in  
                 Shareholder Service


<PAGE>


FROM THE CHAIRMAN 

[Ralph Verni photo] 

To Our Shareholders: 

So far, this has proven to be another good year for many investors in both 
the stock and bond markets. The Dow Jones Industrial Average broke the 6000 
point barrier, and the Standard & Poor's 500 Composite Index was up 24.10 for 
the 12 months ended October 31, 1996. Bond investors saw the Lehman Brothers 
Government/Corporate Bond Index gain 5.39%.(1) 

For much of the past year, there were strong corporate profits, low inflation 
and steady-but-slow economic growth. The stock and bond markets were unduly 
influenced over the past few months by news of the economy, employment and 
what the Federal Reserve might do. Contradictions as to which direction the 
economy was headed caused rallies on some days and declines on others. But 
both markets continued to show a trend of advancement into the autumn season. 
The economy has definitely slowed recently, but this looks more like a 
temporary pause than the beginning of a protracted slowdown. 

The bond market is expected to remain in the trading range where it has been 
for the past several months, even though some of the recent news has been 
more favorable. The outlook for the stock market continues to be positive on 
balance with operating earnings for the S&P 500 expected to be up in 1996 and 
in 1997. We remain fully invested in most of our portfolios, and we are 
continuing to find good values in selected stocks. 

Effective in December 1996, Peter Bennett will assume management 
responsibilities for the Fund. He takes the reins from Michael Yogg who 
leaves State Street Research after 19 years for a new opportunity in the 
investment community. We thank Michael for his service and wish him all the 
best in the future. 

As many of you may know, Peter Bennett has had a long career with State 
Street Research and has served in many capacities. In his primary role as 
Chief Investment Officer--Equities, Peter oversees the day-to-day activities 
of our Equity Group. As portfolio manager of this Fund, his management style 
will translate seamlessly with the Fund's team approach. 

Sincerely, 
/s/ Ralph F. Verni 
Ralph F. Verni 
Chairman 
November 30, 1996 

(1)The Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely 
traded common stocks and is a commonly used measure of U.S. stock market 
performance. The Lehman Brothers Government/Corporate Bond Index is a 
commonly used index of bond market performance. The indices are unmanaged and 
do not take sales charges into consideration. Direct investment in the 
indices is not possible; results are for illustrative purposes only. 

(2)+18.37% for Class C shares. 

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

(4)"A" share returns reflect the maximum 4.5% front-end sales charge. "C" 
shares, offered without a sales charge, are available only to certain 
employee benefit plans and large institutions. 

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

FUND INFORMATION (all data are for periods ended October 31, 1996, except 
where noted) 


SEC Average Annual Compound Rates of 
Return for periods ended 9/30/96 
(at maximum applicable sales charge)(3,4) 

             Life of Fund 
            (since 5/16/94)      1 Year 
- ---------- ----------------  --------------- 
Class A     +12.17%/+11.96%   +9.11%/+8.92% 
- ---------- ----------------  --------------- 
Class C     +14.68%/+14.46%  +14.56%/+14.37% 


Average Annual Compound 
Rates of Return 
(at maximum applicable sales charge)(3,4) 

             Life of Fund 
            (since 5/16/94)       1 Year 
- ---------- ----------------  ---------------- 
Class A     +11.98%/+11.77%  +12.74%/+12.55% 
- ---------- ----------------  ---------------- 
Class C     +14.40%/+14.19%  +18.37%/+18.17% 


Cumulative Total Returns 
(do not reflect sales charge)(3) 

             Life of Fund 
            (since 5/16/94)       1 Year 
- ---------- ----------------  ---------------- 
Class A     +38.42%/+37.77%  +18.05%/+17.85% 
- ---------- ----------------  ---------------- 
Class C     +39.35%/+38.70%  +18.37%/+18.17% 


Performance results for the Fund are increased by the voluntary reduction of 
Fund fees and expenses. In the above charts, the first figure reflects 
expense reduction; the second shows what results would have been without 
subsidization. 

                                       
<PAGE> 

PORTFOLIO MANAGER'S REVIEW 

State Street Research Strategic Portfolios: Aggressive had a positive year, 
benefiting from a strong stock market and rallies in the bond market. The 
Fund consistently outperformed its peer group. For the 12 months ended 
October 31, 1996, Class A shares of the Fund provided a total return of 
+18.05% (does not reflect sales charge).(2) Lipper Analytical Services' 
Flexible Portfolio Funds category provided an average total return of +14.76% 
over the same time period (does not reflect sales charge). 

Stock Holdings 

Overall the past year has been a great one for the stock market which fueled 
the Fund's overall performance. The largest parts of our equity holdings 
included value stocks, large-cap growth stocks, and small-cap growth stocks. 
All three areas performed well for us with value stocks leading the way, 
followed by large-cap growth stocks, then small-cap growth stocks. Our 
international stocks, which are the smallest component of our equity 
holdings, provided positive performance, but on a lesser scale. 

Our top five equity industries have shifted somewhat (see chart below) with 
retail and chemical dropping off the list. Bank and hospital supply have 
moved up to take their places mainly because we see these two industries 
continuing to have good profit growth as the economy slows. In addition, bank 
stocks tend to perform better in favorable interest rate environments, which 
we are currently seeing. 

Bond Holdings 

Bond performance was mixed over the past year. At the end of 1995, the high 
quality bond market was rallying, but flattened out in 1996. This held back 
our overall bond performance since high-quality bonds were a large percentage 
of holdings. Conversely, our high-yield bond sector has brought in strong 
performance all year due to the strengthening economy. International bonds 
brought in solid performance as well. 

Current Strategy 

As of October 31, 1996, we held 69% of the Fund's assets in equities, 21% in 
fixed-income securities and 10% in cash. Our higher percentage in cash is 
temporary, as we shift some of our equity holdings into high-grade bonds. We 
like the good values currently available in the high-grade bond sector. 
High-grade bonds make up the largest percentage of our fixed-income holdings, 
with smaller portions committed to high-yield and international bonds. On the 
equity side, the large-cap growth and value stocks remain our largest 
holdings, with small-cap growth closely following. We continue to maintain a 
smaller position in international stocks. We believe the investment 
environment is generally positive, with economic growth continuing to slow 
somewhat. 

October 31, 1996 

Top 5 Equity Industries 
(by percentage of net assets) 

[bar chart] 

Computer software and service      5.4% 
Oil                                5.4% 
Hospital supply                    4.7% 
Electronic equipment               4.3% 
Bank                               4.2% 
Total:                            24.0% 

Asset Allocation 
(by percentage of net assets) 

[pie chart] 

Equities       69% 
Cash           10% 
Bonds          21% 

Top 5 Equity Holdings 
(by percentage of net assets) 

[bar chart] 

Intel                         1.2% 
FNMA                          1.1% 
Home Depot                    1.1% 
Baxter International          1.0% 
Canadian National Railway     1.0% 
Total:                        5.4% 

                                      2 
<PAGE> 

STATE STREET RESEARCH STRATEGIC PORTFOLIOS: AGGRESSIVE 

INVESTMENT PORTFOLIO 
October 31, 1996 
                                                                  Value 
                                                    Shares      (Note 1) 
- --------------------------------------------------  --------  -------------- 
EQUITY SECURITIES 68.5% 
Basic Industries 9.6% 
Chemical 2.5% 
Cambrex Corp.                                        6,850     $  214,063 
General Chemical Group Inc.                          7,300        138,700 
Hoechst AG*                                         12,250        460,669 
IMC Global Inc.                                      7,900        296,250 
Monsanto Co.                                        13,000        515,125 
                                                              -------------- 
                                                                1,624,807 
                                                              -------------- 
Diversified 0.9% 
Cardo AB*                                           10,000        244,841 
Tenma Corp.*                                        17,000        301,612 
                                                              -------------- 
                                                                  546,453 
                                                              -------------- 
Forest Product 0.3% 
Aracruz Celulose SA ADR                             20,000        160,000 
                                                              -------------- 
Machinery 2.1% 
Case Corp.                                           7,500        348,750 
Linde AG*                                              546        338,005 
Sundstrand Corp.                                     9,700        390,425 
Terex Corp. Rts.*++                                    300             75 
Triumph Group, Inc.*                                 2,000         45,000 
US Filter Corp.*                                     6,700        231,150 
                                                              -------------- 
                                                                1,353,405 
                                                              -------------- 
Metal & Mining 2.8% 
Alumax Inc.*                                        10,000        321,250 
Aluminum Company of America                          6,500        381,062 
Bohler Uddeholm AG*                                  3,100        231,893 
Carbide/Graphite Group Inc.*                         4,400         71,775 
RTZ Corp.*                                          17,653        282,436 
SGL Carbon AG*                                       3,000        337,758 
Wyman-Gordon Co.*                                    8,000        176,000 
                                                              -------------- 
                                                                1,802,174 
                                                              -------------- 
Railroad 1.0% 
Canadian National Railway Co.                       23,500        646,250 
                                                              -------------- 
Total Basic Industries                                          6,133,089 
                                                              -------------- 
Consumer Cyclical 9.0% 
Airline 0.4% 
Atlas Air Inc.*                                      7,500        276,562 
                                                              -------------- 
Automotive 1.3% 
Exide Corp.                                         15,200     $  395,200 
Ford Motor Co.                                       9,000        281,250 
Lear Corp.*                                          3,300        122,100 
                                                              -------------- 
                                                                  798,550 
                                                              -------------- 
Building 0.6% 
Lafarge Corp.                                       19,800        368,775 
                                                              -------------- 
Hotel & Restaurant 1.5% 
Harrah's Entertainment Inc.*                        13,900        232,825 
Mirage Resorts Inc.*                                21,600        475,200 
Motels of America Inc.*+                               175         10,500 
Primadonna Resorts Inc.*                             8,000        129,000 
Station Casinos Inc.*                                6,600         73,425 
U.S. Franchise Systems, Inc. Cl. A*                  2,800         40,600 
                                                              -------------- 
                                                                  961,550 
                                                              -------------- 
Recreation 1.4% 
Amer Group, Ltd. Cl. A*                             17,700        403,958 
American Radio Systems Corp. Cl. A*                  5,600        170,800 
Anchor Gaming*                                       2,000        100,000 
Cox Radio Inc. Cl. A*                                5,100         92,438 
Silver King Communications Inc.*                     4,500        100,125 
                                                              -------------- 
                                                                  867,321 
                                                              -------------- 
Retail Trade 3.8% 
CUC International Inc.*                              5,850        143,325 
Dominick's Supermarkets Inc.*                        4,800         95,400 
Global DirectMail Corp.*                             6,400        315,200 
Home Depot Inc.                                     12,600        689,850 
Kroger Co.*                                          8,600        383,775 
Loehmann's, Inc.*                                    4,500        120,938 
MSC Industrial Direct, Inc. Cl. A*                   3,300        122,100 
Renters Choice Inc.*                                 4,900         93,100 
Sunglass Hut International Inc.*                    14,300        126,913 
Wal-Mart Stores, Inc.                               13,400        356,775 
                                                              -------------- 
                                                                2,447,376 
                                                              -------------- 
Total Consumer Cyclical                                         5,720,134 
                                                              -------------- 
Consumer Staple 15.7% 
Business Service 2.3% 
ADT Ltd.*                                           20,400        402,900 
ATC Communications Group Inc.*                       8,600        163,400 
Carriage Services, Inc. Cl. A*                       8,400        190,050 
HA-LO Industries, Inc.*                              8,300        257,300 
HBO & Co.                                            2,000        120,250 

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

                                      3 
<PAGE> 

                                                                  Value 
                                                    Shares      (Note 1) 
- --------------------------------------------------  --------  -------------- 
Business Service (cont'd) 
Personnel Group of America Inc.*                     8,200    $   226,525 
Technology Solutions Co.*                            3,300        128,287 
                                                              -------------- 
                                                                1,488,712 
                                                              -------------- 
Drug 2.9% 
Amgen Inc.*                                          3,400        208,463 
BioVail Corp. International*                         9,100        266,175 
Pfizer Inc.                                          7,600        628,900 
Roussel-Uclaf*                                       1,500        396,968 
Sandoz AG*                                             300        346,756 
                                                              -------------- 
                                                                1,847,262 
                                                              -------------- 
Food & Beverage 3.1% 
Anheuser-Busch Companies, Inc.                       9,400        361,900 
Coca-Cola Co.                                       10,000        505,000 
Coca-Cola Enterprises Inc.                          14,800        630,850 
Whitman Corp.                                       21,400        518,950 
                                                              -------------- 
                                                                2,016,700 
                                                              -------------- 
Hospital Supply 4.7% 
American Medical Response, Inc.*                     5,300        159,000 
Baxter International Inc.                           16,100        670,162 
Genesis Health Ventures Inc.                         6,400        146,400 
Healthdyne Technologies Inc.*                       20,000        177,500 
Imagyn Medical, Inc.*                               15,400        125,125 
Johnson & Johnson                                   10,200        502,350 
Karrington Health Inc.*                              9,600        151,200 
Lincare Holdings Inc.*                               4,100        153,750 
Mariner Health Group Inc.                           11,900        101,150 
Medtronic Inc.                                       5,900        379,813 
Physio-Control International Corp.*                  3,400         66,300 
Respironics Inc.*                                    5,400         81,000 
Rural/Metro Corp.*                                   4,800        175,200 
Ultra-Fem Inc.*                                      4,500        101,250 
                                                              -------------- 
                                                                2,990,200 
                                                              -------------- 
Personal Care 0.1% 
U.S.A. Detergents Inc.*                              1,950         64,350 
                                                              -------------- 
Printing & Publishing 1.3% 
Heritage Media Corp. Cl. A*                          6,300         96,075 
Hollinger International Inc. Cl. A*                 42,500        531,250 
Providence Journal Co. Cl. A*                        6,300        203,175 
                                                              -------------- 
                                                                  830,500 
                                                              -------------- 
Tobacco 1.3% 
Imperial Tobacco Group PLC*                         40,900        239,648 
Philip Morris Companies, Inc.                        5,500        509,438 
Tobacco (cont'd) 
Schweitzer-Mauduit International, Inc.               2,400    $    73,800 
                                                              -------------- 
                                                                  822,886 
                                                              -------------- 
Total Consumer Staple                                          10,060,610 
                                                              -------------- 
Energy 5.6% 
Oil 5.4% 
Abacan Resources Corp.*                             27,900        212,738 
ENI SPA ADR                                          5,300        251,750 
Imperial Oil Ltd.                                    5,700        250,800 
KCS Energy Inc.                                      3,700        159,563 
Nuevo Energy Co.*                                    3,800        189,525 
Oryx Energy Co.*                                    22,100        425,425 
Plains Resources Inc.*                               4,300         60,200 
Ranger Oil Ltd.*                                    13,600        102,000 
Seagull Energy Corp.*                               25,124        543,306 
Tosco Corp.                                          9,500        533,187 
Woodside Petroleum Ltd. ADR*                        51,300        361,898 
Total SA CI. B*                                      4,610        360,594 
                                                              -------------- 
                                                                3,450,986 
                                                              -------------- 
Oil Service 0.2% 
Dreco Energy Services Ltd. Cl. A*                    4,300        112,875 
                                                              -------------- 
Total Energy                                                    3,563,861 
                                                              -------------- 
Finance 9.7% 
Bank 4.2% 
BankAmerica Corp.                                    4,200        384,300 
Bank of New York Inc.                               16,700        553,188 
Citicorp                                             6,300        623,700 
Fleet Financial Group Inc.                          11,100        553,612 
Sparbanken Sverige AB*                              38,000        601,001 
                                                              -------------- 
                                                                2,715,801 
                                                              -------------- 
Financial Service 2.3% 
Alex Brown Inc.                                      2,200        124,850 
CMAC Investment Corp.*                               3,100        214,288 
Federal Home Loan Mortgage Corp.                     4,000        404,000 
Federal National Mortgage Association               17,900        700,337 
                                                              -------------- 
                                                                1,443,475 
                                                              -------------- 
Insurance 3.2% 
ACE Ltd.                                             7,900        432,525 
AMBAC Inc.                                           4,600        287,500 
Delphi Financial Group Inc.*                         3,480         97,875 
Mid Ocean Ltd.                                      10,100        474,700 
Mutual Risk Management Ltd.                          6,166        197,312 


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

                                      4 
<PAGE> 

                                                                  Value 
                                                    Shares      (Note 1) 
- --------------------------------------------------  --------  -------------- 
Insurance (cont'd) 
NAC Re Corp.                                         4,600    $   161,575 
Travelers/Aetna Property Casualty Corp. Cl. A       12,900        387,000 
                                                              -------------- 
                                                                2,038,487 
                                                              -------------- 
Total Finance                                                   6,197,763 
                                                              -------------- 
Science & Technology 15.8% 
Aerospace 2.2% 
Boeing Co.                                           6,500        619,937 
General Dynamics Corp.                               5,800        398,025 
Rockwell International Corp.                         6,600        363,000 
                                                              -------------- 
                                                                1,380,962 
                                                              -------------- 
Computer Software & Service 5.4% 
Anacomp Inc.*                                        5,594         48,948 
Applied Graphics Technologies, Inc.                  5,900         92,925 
Cisco Systems Inc.*                                  9,500        587,812 
Desktop Data Inc.*                                   3,200         76,000 
Electronic Data Systems Corp.                        5,500        247,500 
Manugistics Group Inc.*                              2,200         94,600 
Microsoft Corp.*                                     4,500        617,625 
National Processing, Inc.*                          12,700        241,300 
Oracle Systems Corp.*                                5,800        245,412 
Planning Sciences International PLC ADR*             4,900         62,475 
SystemSoft Corp.*                                    3,200         90,400 
Ultratech Stepper Inc.*                              6,400        108,800 
Vantive Corp.*                                       1,900         62,700 
Videoserver Inc.*                                    3,600        170,550 
Wang Laboratories Inc.*                             10,400        243,100 
Western Digital Corp. Rts.*                         10,200        494,700 
                                                              -------------- 
                                                                3,484,847 
                                                              -------------- 
Electronic Components 3.1% 
ABB AG*                                                165        203,900 
AMP Inc.                                            10,000        338,750 
Augat Inc.                                           7,100        195,250 
Encad Inc.*                                          2,400         98,400 
Intel Corp.*                                         6,700        736,162 
VLSI Technology Inc.*                                4,200         72,450 
Xicor Inc.*                                         10,900        123,988 
Zebra Technologies Corp. Cl. A*                      7,800        225,225 
                                                              -------------- 
                                                                1,994,125 
                                                              -------------- 
Electronic Equipment 4.3% 
Berg Electronics Corp.*                              7,500        211,875 
Chicago Miniature Lamp, Inc.*                        4,100        121,975 
L.M. Ericsson Telephone Co. Cl. B*                  21,920        593,360 
Electronic Equipment (cont'd) 
L.M. Ericsson Telephone Co. ADR Cl. B*              13,130    $   362,716 
Lucent Technologies Inc.*                            5,200        244,400 
Network Equipment Technologies, Inc. Rts.*           6,900         92,288 
Nokia AB Cl. A Pfd.*                                 4,600        212,401 
Nokia AB Cl. K Pfd.*                                11,000        519,074 
Toolex Alpha NV*                                    40,600        390,040 
                                                              -------------- 
                                                                2,748,129 
                                                              -------------- 
Office Equipment 0.8% 
FileNet Corp.*                                       7,700        218,488 
International Business Machines Corp.                2,100        270,900 
                                                              -------------- 
                                                                  489,388 
                                                              -------------- 
Total Science & Technology                                     10,097,451 
                                                              -------------- 
Utility 3.1% 
Electric 0.8% 
Allegheny Power Systems Inc.                        10,000        298,750 
American Electric Power Inc.                         5,800        240,700 
                                                              -------------- 
                                                                  539,450 
                                                              -------------- 
Natural Gas 0.5% 
ENSERCH Corp.                                       10,500        225,750 
TransTexas Gas Corp.*                                7,900        110,600 
                                                              -------------- 
                                                                  336,350 
                                                              -------------- 
Telephone 1.8% 
Allen Group Inc.                                     8,600        136,525 
Clearnet Communications Inc. Wts.*                     990          8,910 
Geotek Communications Inc.*                         17,400        128,325 
NetCom Systems AB*                                  36,200        456,925 
Tel-Save Holdings Inc.*                              8,700        217,500 
Trescom International Inc.*                         14,300        182,325 
                                                              -------------- 
                                                                1,130,510 
                                                              -------------- 
Total Utility                                                   2,006,310 
                                                              -------------- 
Total Equity Securities (Cost $36,371,173)                     43,779,218 
                                                              -------------- 

                                Principal     Maturity 
                                  Amount        Date 
 ----------------------------------------- -------------  ------------- 
FIXED INCOME SECURITIES 21.5% 
U.S. Treasury 4.3% 
U.S. Treasury Bond, 12.00%      $  225,000    8/15/2013       323,930 
U.S. Treasury Bond, 8.125%       1,075,000    8/15/2021     1,250,526 
U.S. Treasury Bond, 6.25%           25,000    8/15/2023        23,484 
U.S. Treasury Note, 9.00%          575,000    5/15/1998       602,853 
U.S. Treasury Note, 6.625%         300,000    7/31/2001       306,327 
U.S. Treasury Note, 7.875%         250,000   11/15/2004       274,375 
                                                          ------------- 
                                                            2,781,495 
                                                          ------------- 


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

                                      5 
<PAGE> 

                                      Principal     Maturity         Value 
                                        Amount        Date         (Note 1) 
- ------------------------------------ ------------ -------------  -------------- 
U.S. Agency Mortgage 5.8% 
Federal Home Loan Mortgage Corp. 
  Gold, 6.50%                         $  115,445    7/01/2008     $  114,471 
Federal Home Loan Mortgage Corp. 
  Gold, 9.50%                             46,144    7/25/2022         49,634 
Federal Home Loan Mortgage Corp. 
  Series 29-H PAC, 6.50%                  50,000    3/25/2023         48,703 
Federal Home Loan Mortgage Corp. 
  Gold, 7.00%                            180,520   12/01/2024        178,489 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                            151,323    1/01/2025        152,528 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                             31,321   11/01/2025         31,492 
Federal Home Loan Mortgage Corp. 
  Gold, 8.00%                             79,539    1/01/2026         81,278 
Federal National Mortgage 
  Association, 7.50%                     375,933    6/01/2010        382,887 
Federal National Mortgage 
  Association TBA, 6.50%                 150,000   11/14/2010        147,469 
Federal National Mortgage 
  Association TBA, 7.50%                 325,000   11/14/2010        330,078 
Federal National Mortgage 
  Association TBA, 7.00%                 175,000   11/13/2025        171,719 
Federal National Mortgage 
  Association TBA, 7.50%                 400,000   11/13/2025        400,750 
Government National Mortgage 
  Association, 8.00%                     105,120    5/15/2008        110,113 
Government National Mortgage 
  Association, 6.50%                      45,978    2/15/2009         45,547 
Government National Mortgage 
  Association, 6.50%                     111,619    7/15/2009        110,589 
Government National Mortgage 
  Association TBA, 6.50%                 125,000   11/14/2010        123,320 
Government National Mortgage 
  Association, 8.00%                     229,158   12/15/2022        235,458 
Government National Mortgage 
  Association, 6.50%                     227,543    7/15/2024        219,152 
Government National Mortgage 
  Association, 7.00%                      25,634    1/15/2025         25,290 
Government National Mortgage 
  Association, 7.50%                     121,872   11/15/2025        122,329 
Government National Mortgage 
  Association, 7.50%                      74,462    4/15/2026         74,694 
Government National Mortgage 
  Association, 8.00%                     124,827    9/15/2026        127,636 
Government National Mortgage 
  Association TBA, 7.00%                 225,000   11/19/2025        220,711 
U.S. Agency Mortgage (cont'd) 
Government National Mortgage 
  Association TBA, 8.00%              $  175,000   11/19/2025     $  178,938 
                                                                 -------------- 
                                                                   3,683,275 
                                                                 -------------- 
Canadian-Yankee 0.7% 
Hydro-Quebec Deb. Series HS, 9.40%        75,000    2/01/2021         90,130 
Usinor Sacilor Note 7.25%                350,000    8/01/2006        350,812 
                                                                 -------------- 
                                                                     440,942 
                                                                 -------------- 
        Foreign Government 2.7% Australian Dollar 
Government of Australia, 7.50%           600,000    7/15/2005        481,104 
                                  Canadian Dollar 
Government of Canada, 7.50%              465,000   12/01/2003        374,536 
                                     Danish Krone 
Kingdom of Denmark, 8.00%              1,100,000   11/15/2001        207,233 
Kingdom of Denmark, 8.00%              1,850,000    3/15/2006        342,544 
                           European Currency Unit 
Government of France, 8.00%              225,000    4/25/2003        317,230 
                                                                 -------------- 
                                                                   1,722,647 
                                                                 -------------- 
Trust Certificates 0.3% 
Cooperative Utility Trust 
  Certificates, 10.70%                $   75,000    9/15/2017         81,692 
Rural Electric Cooperative Grantor 
  Trust Certificates, 10.11%              75,000   12/15/2017         81,677 
                                                                 -------------- 
                                                                     163,369 
                                                                 -------------- 
Finance/Mortgage 1.8% 
Associates Corp. of North America 
  Note, 6.375%                            50,000   10/15/2002         49,440 
Capital One Bank Sr. Note, 7.08%         325,000   10/30/2001        327,688 
Discover Credit Card Trust Series 
  1993 A, 6.25%                           75,000    8/16/2000         75,163 
First Chicago Credit Trust Series 
  91-D, 8.40%                              8,333    6/15/1998          8,331 
Ford Credit Auto Loan Master Trust 
  Series 95-1, 6.50%                     125,000    8/15/2002        125,000 
GE Global Insurance Holding Corp. 
  Note, 7.00%                             75,000    2/15/2026         72,469 
General Motors Acceptance Corp. 
  Deb., 8.625%                            75,000    6/15/1999         79,193 
General Motors Acceptance Corp. 
  Note, 7.85%                            100,000   11/17/1997        102,032 
Household Affinity Credit Card 
  Master Trust Series 1994-1A, 
  5.525%                                  50,000    5/15/2010         50,047 


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

                                      6 
<PAGE> 

                                      Principal     Maturity         Value 
                                        Amount        Date         (Note 1) 
- ------------------------------------ ------------ -------------  -------------- 
Finance/Mortgage (cont'd) 
Household Finance Co. Note, 6.75%     $   75,000    6/01/2000     $    75,887 
Sears Credit Trust Series 1995-2A, 
  8.10%                                  200,000    6/15/2004         210,000 
                                                                 -------------- 
                                                                    1,175,250 
                                                                 -------------- 
Corporate 5.9% 
Anacomp Inc. Sr. Sub. Note, 13.00%        71,000    6/04/2002          73,307 
Chevron Corp. Note, 8.11%                 75,000   12/01/2004          80,179 
Clearnet Communications Inc. Sr. 
  Disc. Note, 0.00% to 12/14/2000, 
  14.75% from 12/15/2000 to maturity     300,000   12/15/2005         174,844 
Columbia / HCA Healthcare Corp. 
  Note, 6.87%                             50,000    9/15/2003          50,634 
Crown Packaging Inc. Sr. Note Series 
  B, 10.75%                              175,000   11/01/2000         162,750 
Dade International Inc. Sr. Sub. 
  Note, 11.125%+                         250,000    5/01/2006         267,500 
Envirosource Inc. Sr. Note, 9.75%        250,000    6/15/2003         233,750 
Grand Union Co. Sr. Sub. Note, 
  12.00%                                 175,000    9/01/2004         176,750 
K & F Industries Inc. Sr. Sec. Note, 
  11.875%                                 30,000   12/01/2003          32,400 
K & F Industries Inc. Sr. Sub. Deb., 
  10.375%                                200,000    9/01/2004         206,000 
K-III Communications Corp. Sr. Note, 
  8.50%                                  150,000    2/01/2006         139,875 
Norcal Waste Systems Inc. Sr. Note, 
  12.75% to 11/14/96, 13.00% from 
  11/15/96 to 5/14/97, 13.25% from 
  5/15/97 to 11/14/97, 13.50% from 
  11/15/97 to maturity                   250,000   11/15/2005         270,625 
Park Newspapers Inc. Sr. Note, 
  11.875%                                250,000    5/15/2004         288,125 
Presidio Oil Co. Sr. Sec. Note, 
  11.50% (ballot box)                    200,000    9/15/2000         197,500 
Corporate (cont'd) 
Ralphs Grocery Co. Sr. Note, 10.45%   $  150,000    6/15/2004     $   151,500 
Sears Roebuck Acceptance Corp. Note, 
  6.86%                                  325,000    8/06/2001         328,770 
Spanish Broadcasting Systems Inc. 
  Sr. Note, 7.50%                        250,000    6/15/2002         261,250 
Talley Manufacturing & Technology 
  Inc. Sr. Note, 10.75%                  150,000   10/15/2003         155,250 
Tele-Communications Inc. Note, 8.25%     375,000    1/15/2003         370,815 
United Meridian Corp. Sr. Sub. Note, 
  10.375%                                130,000   10/15/2005         140,400 
                                                                 -------------- 
                                                                    3,762,224 
                                                                 -------------- 
Total Fixed Income Securities (Cost $13,476,253)                   13,729,202 
                                                                 -------------- 
SHORT-TERM OBLIGATIONS 13.0% 
American Express Credit Corp., 5.25%   2,690,000   11/04/1996       2,690,000 
Beneficial Corp., 5.28%                  593,000   11/06/1996         593,000 
Beneficial Corp., 5.25%                1,177,000   11/13/1996       1,177,000 
Ford Motor Credit Co., 5.20%           2,405,000   11/01/1996       2,405,000 
General Electric Capital Corp., 
  5.25%                                1,427,000   11/13/1996       1,427,000 
                                                                 -------------- 
Total Short-Term Obligations (Cost $8,292,000)                      8,292,000 
                                                                 -------------- 
Total Investments (Cost $58,139,426)--103.0%                       65,800,420 
Cash and Other Assets, Less Liabilities--(3.0)%                    (1,905,721) 
                                                                 -------------- 
Net Assets--100.0%                                                $63,894,699 
                                                                 ============== 
Federal Income Tax Information: 
At October 31, 1996, the net unrealized appreciation of 
  investments based on cost for Federal income tax purposes of 
  $58,256,949 was as follows: 
Aggregate gross unrealized appreciation for all investments in 
  which there is an excess of value over tax cost                 $ 9,150,470 
Aggregate gross unrealized depreciation for all investments in 
  which there is an excess of tax cost over value                  (1,606,999) 
                                                                 -------------- 
                                                                  $ 7,543,471 
                                                                 ============== 


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

*   Nonincome-producing 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 and may vary by no more than 1%. 

++  Security restricted as to public resale. The total cost and market value 
    of restricted securities owned at October 31, 1996 were $0 and $75 (0.00% 
    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 buyers. The total cost and market value of Rule 144A securities 
    owned at October 31, 1996 were $264,500 and $278,000 (0.44% of net assets), 
    respectively. 

(ballot box) Security is in default. 


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

                                      7 
<PAGE> 

Forward currency exchange contracts outstanding at October 31, 1996, are as 
follows: 

<TABLE>
<CAPTION>
                                                                                      Unrealized 
                                                                        Contract     Appreciation     Delivery 
                                                      Total Value        Price      (Depreciation)      Date 
- --------------------------------------------------  ---------------- -------------- --------------- ----------- 
<S>                                                 <C>         <C>   <C>       <C>     <C>           <C>
Sell Australian dollars, Buy U.S. dollars             516,600   AUD    .79475   AUD     $ 2,156        1/24/97 
Sell Australian dollars, Buy U.S. dollars             100,000   AUD    .77425   AUD      (1,795)      11/14/96 
Sell Australian dollars, Buy U.S. dollars             316,000   AUD    .77450   AUD      (5,594)      11/14/96 
Sell Australian dollars, Buy U.S. dollars             205,000   AUD    .79340   AUD         579        1/24/97 
Buy Australian dollars, Sell U.S. dollars             220,000   AUD    .78910   AUD         682       11/14/96 
Buy Australian dollars, Sell U.S. dollars             205,000   AUD    .79055   AUD           5        1/24/97 
Buy Australian dollars, Sell U.S. dollars             100,000   AUD    .79147   AUD         121       11/14/96 
Sell Canadian dollars, Buy U.S. dollars               155,000   CAD    .73153   CAD      (2,363)      11/14/96 
Sell Canadian dollars, Buy U.S. dollars               100,000   CAD    .73099   CAD      (1,578)      11/14/96 
Sell Canadian dollars, Buy U.S. dollars               252,000   CAD    .74703   CAD        (774)       1/24/97 
Buy Canadian dollars, Sell U.S. dollars               100,000   CAD    .73265   CAD       1,412       11/14/96 
Sell Danish krone, Buy U.S. dollars                 1,497,000   DKK    .17110   DKK      (2,529)       1/24/97 
Sell Danish krone, Buy U.S. dollars                   926,000   DKK    .17578   DKK       3,346       11/14/96 
Sell Danish krone, Buy U.S. dollars                 1,305,800   DKK    .17107   DKK      (2,244)       1/24/97 
Buy Danish krone, Sell U.S. dollars                   719,000   DKK    .17555   DKK      (2,436)      11/14/96 
Sell European currency units, Buy U.S. dollars        234,000   ECU   1.27480   ECU       1,784       11/14/96 
                                                                                    --------------- 
                                                                                        $(9,228) 
                                                                                    =============== 
</TABLE>


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

                                      8 
<PAGE> 

STATEMENT OF ASSETS AND LIABILITIES 
October 31, 1996 

Assets 
Investments, at value (Cost $58,139,426) (Note 1)             $65,800,420 
Cash                                                               25,468 
Receivable for securities sold                                    689,548 
Interest and dividends receivable                                 305,083 
Receivable for fund shares sold                                    42,160 
Receivable from Distributor (Note 3)                               20,736 
Receivable for open forward contracts                              10,085 
Deferred organization costs and other assets (Note 1)              69,400 
                                                              -------------- 
                                                               66,962,900 
Liabilities 
Payable for securities purchased                                2,891,434 
Accrued management fee (Note 2)                                    40,524 
Accrued transfer agent and shareholder services (Note 2)           25,647 
Payable for open forward contracts                                 19,313 
Accrued trustees' fees (Note 2)                                     5,403 
Payable for fund shares redeemed                                    4,248 
Accrued service fee (Note 5)                                          132 
Other accrued expenses                                             81,500 
                                                              -------------- 
                                                                3,068,201 
                                                              -------------- 
Net Assets                                                    $63,894,699 
                                                              ============== 
Net Assets consist of: 
 Undistributed net investment income                          $   606,033 
 Unrealized appreciation of investments                         7,660,994 
 Unrealized depreciation of forward contracts and  foreign 
  currency                                                         (8,744) 
 Accumulated net realized gain                                  7,672,002 
 Shares of beneficial interest                                 47,964,414 
                                                              -------------- 
                                                              $63,894,699 
                                                              ============== 
Net Asset Value and redemption price per share of Class A 
  shares ($622,709 / 50,022 shares of beneficial interest)    $     12.45 
                                                              ============== 
Maximum Offering Price per share of Class A shares ($12.45 
  / .955)                                                     $     13.04 
                                                              ============== 
Net Asset Value, offering price and redemption price per 
  share of Class C shares ($63,271,990 / 5,089,802 shares of 
  beneficial interest)                                        $     12.43 
                                                              ============== 


STATEMENT OF OPERATIONS 
For the year ended October 31, 1996 

Investment Income 
Interest                                                      $ 1,300,681 
Dividends, net of foreign taxes of $25,332                        699,378 
                                                              -------------- 
                                                                2,000,059 
Expenses 
Management fee (Note 2)                                           526,134 
Custodian fee                                                     196,585 
Transfer agent and shareholder services (Note 2)                   84,101 
Service fee--Class A (Note 5)                                      36,384 
Audit fee                                                          34,233 
Reports to shareholders                                            22,342 
Trustees' fees (Note 2)                                            16,277 
Legal fees                                                         10,648 
Registration fees                                                   4,016 
Amortization of organization costs (Note 1)                         7,503 
Miscellaneous                                                      12,672 
                                                              -------------- 
                                                                  950,895 
Expenses borne by the Distributor (Note 3)                       (142,848) 
                                                              -------------- 
                                                                  808,047 
                                                              -------------- 
Net investment income                                           1,192,012 
                                                              -------------- 
Realized and Unrealized Gain on Investments, 
  Foreign Currency and Forward Contracts 
Net realized gain on investments (Notes 1 and 4)                7,818,652 
Net realized gain on forward contracts and foreign currency 
  (Note 1)                                                        180,049 
                                                              -------------- 
 Total net realized gain                                        7,998,701 
                                                              -------------- 
Net unrealized appreciation of investments                      1,622,625 
Net unrealized appreciation of forward contracts and 
  foreign currency                                                 95,527 
                                                              -------------- 
 Total net unrealized appreciation                              1,718,152 
                                                              -------------- 
Net gain on investments, foreign currency and forward 
  contracts                                                     9,716,853 
                                                              -------------- 
Net increase in net assets resulting from operations          $10,908,865 
                                                              ============== 


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

                                      9 
<PAGE> 

STATEMENT OF CHANGES IN NET ASSETS 

                                            Year ended October 31 
                                         ----------------------------- 
                                             1996            1995 
- --------------------------------------- --------------  -------------- 
Increase (Decrease) in Net Assets 
Operations: 
Net investment income                     $ 1,192,012    $ 1,118,939 
Net realized gain on investments, 
  foreign currency and forward 
  contracts                                 7,998,701      1,877,149 
Net unrealized appreciation of 
  investments, foreign currency and 
  forward contracts                         1,718,152      4,697,296 
                                        --------------  -------------- 
Net increase resulting from operations     10,908,865      7,693,384 
                                        --------------  -------------- 
Dividends from net investment 
  income: 
 Class A                                     (365,226)      (853,158) 
 Class C                                     (910,584)      (262,218) 
                                        --------------  -------------- 
                                           (1,275,810)    (1,115,376) 
                                        --------------  -------------- 
Distribution from net realized 
  gains: 
 Class A                                     (850,522)            -- 
 Class C                                     (463,669)            -- 
                                        --------------  -------------- 
                                           (1,314,191)            -- 
                                        --------------  -------------- 
Net increase (decrease) from fund share 
  transactions (Note 6)                    (4,788,166)     2,684,658 
                                        --------------  -------------- 
Total increase in net assets                3,530,698      9,262,666 
Net Assets 
Beginning of year                          60,364,001     51,101,335 
                                        --------------  -------------- 
End of year (including undistributed 
  net investment income of $606,033 and 
  $464,967, respectively)                 $63,894,699    $60,364,001 
                                        ==============  ============== 
* Net realized gain for Federal income 
  tax purposes (Note 1)                   $ 7,791,106    $ 1,314,496 
                                        ==============  ============== 

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

NOTES TO FINANCIAL STATEMENTS 
October 31, 1996 

Note 1 

State Street Research Strategic Portfolios: Aggressive (the "Fund"), is a 
series of State Street Research Financial Trust (the "Trust"), which was 
organized as a Massachusetts business trust in November, 1986 and is 
registered under the Investment Company Act of 1940, as amended, as an 
open-end management investment company. The Fund commenced operations in May, 
1994. The Trust consists presently of four separate funds: State Street 
Research Strategic Portfolios: Aggressive, State Street Research Government 
Income Fund, State Street Research Strategic Portfolios: Moderate and State 
Street Research Strategic Portfolios: Conservative. 

The investment objective of the fund is to provide high total return from, 
primarily, growth of capital and secondarily, current income, consistent with 
reasonable investment risk. 

The Fund is authorized to issue four classes of shares. Only Class A and 
Class C shares are presently available for purchase. Class B and Class D 
shares are not being offered at this time. Class A shares are subject to an 
initial sales charge of up to 4.50% and annual service fees of 0.25% of 
average daily net assets. Class B shares will be 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 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. Securities quoted in 
foreign currencies are translated into U.S. dollars at the current exchange 
rate. 



                                      10 
<PAGE> 

 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. 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. 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. The Fund is charged for expenses directly 
attributable to it, while indirect expenses are allocated among all funds in 
the Trust. 

D. 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. 

E. Federal Income Taxes 

No provision for Federal income taxes is necessary because the Fund intends 
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. 

F. Deferred Organization Costs 

Certain costs incurred in the organization and registration of the Fund were 
capitalized and are being amortized under the straight-line method over a 
period of five years. 

G. 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. 

H. Estimates 

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

Note 2 

The Trust and State Street Research & Management Company (the "Adviser"), an 
indirect wholly owned subsidiary of Metropolitan Life 
Insurance Company ("Metropolitan"), have entered into 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 October 31, 
1996, the fees pursuant to such agreement amounted to $526,134. 

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, employee benefit plans and similar programs or plans, through 
or under which shares of the Fund may be purchased. During the year ended 
October 31, 1996, the amount of such expenses was $59,885. 

The fees of the Trustees not currently affiliated with the Adviser amounted 
to $16,277 during the year ended October 31, 1996. 

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 October 31, 1996, the amount of such expenses 
assumed by the Distributor and its affiliates was $142,848. 

Note 4 

For the year ended October 31, 1996, purchases and sales of securities, 
exclusive of short-term obligations, aggregated $92,070,967 and $102,352,972 
(including $12,057,697 and $9,507,188 of U.S. Government securities), 
respectively. 

                                      11 
<PAGE> 

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 
will pay 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 will pay 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 or servicing 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 October 31, 1996, 
fees pursuant to such plan amounted to $36,384 for Class A shares. 

Note 6 

The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. At October 31, 1996, 
Metropolitan owned 50,000 Class A shares and 3,613,659 Class C shares of the 
Fund and the Adviser owned one Class A share of the Fund. 

Share transactions were as follows: 

<TABLE>
<CAPTION>
                                                                    Year ended October 31 
                                               ---------------------------------------------------------------- 
                                                            1996                             1995 
                                               -------------------------------  ------------------------------- 
Class A                                            Shares          Amount          Shares          Amount 
 --------------------------------------------- -------------- ---------------- --------------  ---------------- 
<S>                                              <C>            <C>              <C>            <C>
Shares sold                                              --     $         --             21     $        191 
Issued upon reinvestment of distribution from 
  net realized gains                                 78,245          850,522             --               -- 
Shares repurchased                               (3,647,468)     (42,310,619)    (1,616,379)     (15,000,000) 
                                               -------------- ---------------- --------------  ---------------- 
Net decrease                                     (3,569,223)    $(41,460,097)    (1,616,358)    $(14,999,809) 
                                               ============== ================ ==============  ================ 
Class C                                            Shares          Amount          Shares          Amount 
 --------------------------------------------- -------------- ---------------- --------------  ---------------- 
Shares sold                                       5,031,860     $ 58,556,573      1,924,849     $ 18,026,952 
Issued upon reinvestment of: 
 Dividends from net investment income                14,250          168,031          3,000           31,088 
 Distribution from net realized gains                42,616          463,669             --               -- 
Shares repurchased                               (1,901,217)     (22,516,342)       (36,027)        (373,573) 
                                               -------------- ---------------- --------------  ---------------- 
Net increase                                      3,187,509     $ 36,671,931      1,891,822     $ 17,684,467 
                                               ============== ================ ==============  ================ 
</TABLE>

                                      12 
<PAGE> 

FINANCIAL HIGHLIGHTS 
For a share outstanding throughout each year: 

<TABLE>
<CAPTION>
                                            Class A                                     Class C 
                           ----------------------------------------     ----------------------------------------- 
                                                     May 16, 1994                                 May 16, 1994  
                            Year ended October 31   (Commencement        Year ended October 31    (Commencement   
                            ---------------------  of Operations) to     ---------------------- of Operations) to
                             1996**     1995**     October 31, 1994        1996**     1995**    October 31, 1994
- --------------------------  --------- -----------  -----------------   ----------- -----------  ----------------- 
<S>                         <C>         <C>            <C>               <C>         <C>             <C>    
Net asset value, beginning 
  of year                   $ 10.93     $  9.74        $  9.55           $ 10.94     $  9.74         $ 9.55 
Net investment income*         0.14        0.20           0.09              0.22        0.22           0.10 
Net realized and 
  unrealized gain on 
  investments, foreign 
  currency and forward 
  contracts                    1.79        1.19           0.14              1.74        1.20           0.14 
Dividends from net 
  investment income           (0.17)      (0.20)         (0.04)            (0.23)      (0.22)         (0.05) 
Distribution from net 
  realized gains              (0.24)         --             --             (0.24)         --             -- 
                            --------- -----------  -----------------   ----------- -----------  ----------------- 
Net asset value, end of 
  year                      $ 12.45     $ 10.93        $  9.74           $ 12.43     $ 10.94         $ 9.74 
                            ========= ===========  =================   =========== ===========  ================= 
Total return                  18.05%+     14.49%+         2.41%+++         18.37%+     14.85%+         2.50%+++ 
Net assets at end of year 
  (000s)                    $   623     $39,555        $50,999           $63,272     $20,809         $  102 
Ratio of operating 
  expenses to average  net 
  assets*                      1.35%       1.35%          1.35%++           1.10%       1.10%          1.10%++ 
Ratio of net investment 
  income to average net 
  assets*                      1.43%       1.98%          2.01%++           1.78%       2.13%          2.26%++ 
Portfolio turnover rate      145.59%     127.44%         37.75%           145.59%     127.44%         37.75% 
Average commission rate@    $ .0251          --             --           $ .0251          --             -- 
*Reflects voluntary 
 assumption of fees or 
 expenses per share in 
 each year 
 (Note 3)                   $  0.01     $  0.02        $  0.01           $  0.03     $  0.02         $ 0.01 
</TABLE>

++  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. 

** Per-share figures have been calculated using the average shares method. 

@  For fiscal years beginning on or after November 1, 1995, the Fund is 
   required to disclose its average commission rate per share paid for security 
   trades. 

                                      13 
<PAGE> 

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Financial Trust and the Shareholders of 
State Street Research Strategic Portfolios: Aggressive 

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 State Street Research 
Strategic Portfolios: Aggressive (a series of State Street Research Financial 
Trust, hereafter referred to as the "Trust") at October 31, 1996, 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 at October 31, 1996 by 
correspondence with the custodian and brokers and the application of 
alternative auditing procedures where confirmations from brokers were not 
received, provide a reasonable basis for the opinion expressed above. 

Price Waterhouse LLP 
Boston, Massachusetts 
December 11, 1996 

                                      14 
<PAGE> 

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE 

As of October 31, 1996, State Street Research Strategic Portfolios: 
Aggressive held 69% of its assets in equities, 21% in fixed income securities 
and 10% in cash. For the 12 months ended October 31, 1996, Class A shares of 
the Fund provided a total return of 18.05% (does not include sales charge). 

Stocks 

Positive stock returns helped the portfolio's performance. Large-cap and 
value stocks made up the largest equity holdings. Value stocks performed 
strongly, large-cap growth stocks less so. Small-cap growth stocks, which 
were also a large component, performed well. International stocks, which only 
comprised a small portion of the portfolio, brought in strong performance. 

Bonds 

The Fund's fixed-income component performed well, but did not keep pace with 
its stock holdings. This was due in large part to our high-grade bond 
holdings, which comprised our largest fixed-income position and provided flat 
performance. High-yield and international bonds brought in strong 
performance. 

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. "A" share returns reflect the maximum 4.5% front-end sales
charge. "C" shares, offered without a sales charge, are available only to
certain employee benefit plans and large institutions. The Standard & Poor's 500
Composite Index (S&P 500) includes 500 widely traded common stocks and is a
commonly used measure of U.S. stock market performance. The Lehman Brothers
Government/Corporate Bond Index is a commonly used index of bond market
performance. The indices are unmanaged and do not take sales charges into
consideration. Direct investment in the indices is not possible; results are for
illustrative purposes only. Performance results for the Fund are increased by
the voluntary reduction of Fund fees and expenses. In the box in the chart at
the right, the first figure reflects expense reduction; the second shows what
results would have been without subsidization.

                   Change In Value Of $10,000 Based On The 
                       S&P 500 And The Lehman Brothers 
                   Government/Corporate Bond Index Compared 
                  To Change In Value Of $10,000 Invested In 
                       Strategic Portfolios: Aggressive 

Class A Shares 

      Average Annual Total Return 
       1 Year       Life of Fund 
  +12.74%/+12.55%  +11.98%/+11.77% 

[line chart] 

               Strategic Portfolios:                   LB Gov't/Corp 
               Aggressive               S&P 500        Bond Index 

5/16/94         9550                    10000          10000
10/31/94        9780                    10549          10006
10/31/95       11198                    13334          11622
10/31/96       13219                    16546          12250

Class C Shares 

      Average Annual Total Return 
       1 Year       Life of Fund 
  +18.37%/+18.17%  +14.40%/+14.19% 

[line chart] 

               Strategic Portfolios:                   LB Gov't/Corp 
               Aggressive               S&P 500        Bond Index 

5/16/94        10000                    10000          10000
10/31/94       10250                    10549          10006
10/31/95       11772                    13334          11622
10/31/96       13935                    16546          12250


                                      15 
<PAGE> 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of State Street Research Strategic 
Portfolios: Aggressive ("Fund"), along with shareholders of other series of 
State Street Research Financial Trust ("Meeting"), was convened on February 
14, 1996, and continued thereafter. The results of the Meeting are set forth 
below. 

                                                         Votes (millions of 
                                                               shares) 
                                                       ------------------------ 
                                                          For       Withheld 
                                                      ---------- ------------- 
1. The following persons were elected as Trustees: 
   Edward M. Lamont                                      43.4         3.0 
   Robert A. Lawrence                                    43.4         3.0 
   Dean O. Morton                                        43.4         3.0 
   Thomas L. Phillips                                    43.4         3.0 
   Toby Rosenblatt                                       43.4         3.0 
   Michael S. Scott Morton                               43.8         2.6 
   Ralph F. Verni                                        43.8         2.7 
   Jeptha H. Wade                                        43.8         2.6 

<TABLE>
<CAPTION>
                                                                           Votes (millions of 
                                                                                 shares) 
                                                                         ---------------------- 
                                                                          For  Against Abstain 
                                                                          ---- ------- -------- 
<S>                                                                      <C>     <C>     <C>
2. The Fund's fundamental policy on diversification of investments was 
   amended                                                                3.9    0.4     1.0 
3. The Master Trust Agreement was amended to permit the Trustees to 
   reorganize, merge or liquidate a fund without prior shareholder 
   approval                                                              33.1    7.3     4.2 
4. The Master Trust Agreement was amended to eliminate specified time 
   permitted between the record date and any shareholders meeting        34.4    5.7     4.4 
</TABLE>

                                      16 
<PAGE> 

FUND INFORMATION, OFFICERS AND TRUSTEES OF STATE STREET RESEARCH FINANCIAL TRUST

Fund Information 

State Street Research 
Strategic Portfolios: Aggressive 
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 LLP 
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 

John H. Kallis 
Vice President 

Thomas A. Shively 
Vice President 

Gerard P. Maus 
Treasurer 

Joseph W. Canavan 
Assistant Treasurer 

Douglas A. Romich 
Assistant Treasurer 

Francis J. McNamara, III 
Secretary and General Counsel 

Darman A. Wing 
Assistant Secretary and 
Assistant General Counsel 

Amy L. Simmons 
Assistant Secretary 

Trustees 

Ralph F. Verni 
Chairman of the Board, 
President, Chief Executive 
Officer and Director, 
State Street Research & 
Management Company 

Edward M. Lamont 
Formerly in banking 
(Morgan Guaranty Trust 
Company of New York); 
presently engaged in private 
investments and civic affairs 

Robert A. Lawrence 
Partner, Saltonstall & Co. 

Dean O. Morton 
Retired; formerly Executive 
Vice President, Chief 
Operating Officer and Director, 
Hewlett-Packard Company 

Thomas L. Phillips 
Retired; formerly Chairman of 
the Board and Chief Executive 
Officer, Raytheon Company 

Toby Rosenblatt 
President, 
The Glen Ellen Company 
Vice President, 
Founders Investments Ltd. 

Michael S. Scott Morton 
Jay W. Forrester Professor of 
Management, Sloan School 
of Management, Massachusetts 
Institute of Technology 

Jeptha H. Wade 
Retired; formerly Of Counsel, 
Choate, Hall & Stewart 

                                      17 

 
<PAGE> 


State Street Research Strategic Portfolios: Aggressive
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]
This report is prepared for the general information of current shareholders
only. It is not authorized for use as sales material with prospective investors.


The Dalbar awards recognize quality shareholder service and should not be
considered a rating of fund performance. The survey included mutual fund
complexes that volunteered or were otherwise selected to participate and was
not industry-wide.

CONTROL NUMBER: 3551-961226(0198)SSR-LD   Cover Illustration by Dorothy Cullinan

                                                                    SP-112E-1296

<PAGE>






[STATE STREET RESEARCH LOGO]

STATE STREET RESEARCH
STRATEGIC PORTFOLIOS: CONSERVATIVE

ANNUAL REPORT
October 31, 1996

                      WHAT'S INSIDE

                      From the Chairman
                      The markets reward
                      investors

                      Portfolio Manager's Review
                      Strong performance from
                      stocks and bonds
                      
                      Fund Information
                      Facts and figures
                      
                      Plus, Complete Portfolio Holdings 
                      and Financial Statements



                   [DALBAR LOGO]

                   For Excellence 
                         in  
                 Shareholder Service


<PAGE>

FROM THE CHAIRMAN 

[Ralph Verni photo]

To Our Shareholders: 

So far, this has proven to be another good year for many investors in both 
the stock and bond markets. The Dow Jones Industrial Average broke the 6000 
point barrier, and the Standard & Poor's 500 Composite Index is up 24.10 for 
the 12 months ended October 31, 1996. Bond investors saw the Lehman Brothers 
Government/Corporate Bond Index gain 5.39%.(1) 

For much of the past year, there were strong corporate profits, low inflation
and steady-but-slow economic growth. The stock and bond markets were unduly
influenced over the past few months by news of the economy, employment and what
the Federal Reserve might do. Contradictions as to which direction the economy
was headed caused rallies on some days and declines on others. But both markets
continued to show a trend of advancement into the autumn season. The economy has
definitely slowed recently, but this looks more like a temporary pause than the
beginning of a protracted slowdown.

The bond market is expected to remain in the trading range where it has been 
for the past several months, even though some of the recent news has been 
more favorable. The outlook for the stock market continues to be positive on 
balance with operating earnings for the S&P 500 expected to be up in 1996 and 
in 1997. We remain fully invested in most of our portfolios, and we are 
continuing to find good values in selected stocks. 

Effective in December 1996, Peter Bennett will assume management 
responsibilities for the Fund. He takes the reins from Michael Yogg who 
leaves State Street Research after 19 years for a new opportunity in the 
investment community. We thank Michael for his service and wish him all the 
best in the future. 

As many of you may know, Peter Bennett has had a long career with State 
Street Research and has served in many capacities. In his primary role as 
Chief Investment Officer--Equities, Peter oversees the day-to-day activities 
of our Equity Group. As portfolio manager of this Fund, his management style 
will translate seamlessly with the Fund's team approach. 

Sincerely, 
/s/ Ralph F. Verni 
Ralph F. Verni 
Chairman 
November 30, 1996 

(1)The Standard & Poor's Composite Index (S&P 500) includes 500 widely traded 
common stocks and is a commonly used measure of U.S. stock market 
performance. The Lehman Brothers Government/Corporate Bond Index is a 
commonly used index of bond market performance. The indices are unmanaged and 
do not take sales charges into consideration. Direct investment in the 
indices is not possible; results are for illustrative purposes only. 

(2)+10.82% for Class C shares. 

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

(4)"A" share returns reflect the maximum 4.5% front-end sales charge. "C" 
shares, offered without a sales charge, are available only to certain 
employee benefit plans and large institutions. 

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

FUND INFORMATION (all data are for periods ended October 31, 1996, except 
where noted) 

SEC Average Annual Compound Rates of 
Return for periods ended 9/30/96 
(at maximum applicable sales charge)(3,4) 

             Life of Fund 
            (since 5/16/94)       1 Year 
- ---------- ----------------  ---------------- 
Class A      +8.47%/+7.92%    +3.76%/+3.37% 
- ---------- ----------------  ---------------- 
Class C     +10.84%/+10.30%   +8.90%/+8.48% 

Average Annual Compound 
Rates of Return 
(at maximum applicable sales charge)3,4 

             Life of Fund 
            (since 5/16/94)       1 Year 
- ---------- ----------------  ---------------- 
Class A       +9.01%/+8.47%    +5.58%/+5.18% 
- ---------- ----------------  ---------------- 
Class C     +11.32%/+10.79%  +10.82%/+10.40% 

Cumulative Total Returns 
(do not reflect sales charge)3 

             Life of Fund 
            (since 5/16/94)       1 Year 
- ---------- ----------------  ---------------- 
Class A     +29.54%/+27.95%  +10.55%/+10.14% 
- ---------- ----------------  ---------------- 
Class C     +30.27%/+28.73%  +10.82%/+10.40% 

Performance results for the Fund are increased by the voluntary reduction of 
Fund fees and expenses. In the above charts, the first figure reflects 
expense reduction; the second shows what results would have been without 
subsidization. 

                                       
<PAGE> 

PORTFOLIO MANAGER'S REVIEW

State Street Research Strategic Portfolios: Conservative had a positive year, 
benefiting from a strong stock market and rallies in the bond market. The 
Fund consistently outperformed its peer group. For the 12 months ended 
October 31, 1996, Class A shares of the Fund provided a total return of 
+10.55% (does not reflect sales charge).(2) Lipper Analytical Services' 
Flexible Portfolio Funds category provided an average total return of +7.38% 
over the same time period (does not reflect sales charge). 

Bond Holdings 

Bond performance was mixed over the past year. At the end of 1995, the high 
quality bond market was rallying, but flattened out in 1996. This held back 
our overall bond performance somewhat since high-quality bonds made up most 
of our holdings. The remainder of our fixed-income holdings are international 
bonds which brought in solid performance. 

Stock Holdings 

The past year has been a great one for the stock market which fueled the 
Fund's overall performance. The largest parts of our equity holdings included 
value stocks and large-cap growth stocks. Both areas performed well for us 
with value stocks leading the way, followed closely by large-cap growth 
stocks. Our international stocks, which are the smallest component of our 
equity holdings, provided positive performance, but on a lesser scale. 

We see our top five equity industries continuing to have good profit growth 
as the economy slows. In particular, bank stocks tend to perform better in 
favorable interest rate environments, which we are seeing currently. 

Current Strategy 

As of October 31, 1996, we held 61% of the Fund's assets in fixed-income 
securities, 29% in equities and 10% in cash. Our higher percentage in cash is 
temporary, as we shift some of our equity holdings into high-grade bonds. We 
like the good values currently available in the high-grade bond sector. 
High-grade bonds make up the largest percentage of our fixed-income holdings, 
with a smaller portion committed to high-yield bonds. On the equity side, the 
large-cap growth and value stocks remain our largest holdings. We continue to 
maintain a smaller position in international stocks. Going forward, we 
believe the investment environment is generally positive, with economic 
growth continuing to slow somewhat. 

October 31, 1996 

Asset Allocation 
(by percentage of net assets) 

[pie chart] 

Bonds          61% 
Equities       29% 
Cash           10% 

Top 5 Bond Sectors 
(by percentage of net assets) 

[bar chart] 

U.S. Treasury            23.1% 
U.S. Agency Mortgage     19.7% 
Finance/Mortgage          8.7% 
Foreign Government        3.0% 
Corporate                 2.8% 
Total:                   57.3% 

Top 5 Equity Industries 
(by percentage of net assets) 

[bar chart] 

Bank                          2.4% 
Oil                           2.2% 
Food & Beverage               2.1% 
Insurance                     2.0% 
Computer Software & Service   1.9% 
Total:                       10.6% 

                                      2 
<PAGE> 

STATE STREET RESEARCH STRATEGIC PORTFOLIOS: CONSERVATIVE 

INVESTMENT PORTFOLIO
October 31, 1996
                                                                Value 
                                                   Shares      (Note 1) 
- -------------------------------------------------  -------- -------------- 
EQUITY SECURITIES 28.8% 
Basic Industries 3.9% 
Chemical 1.2% 
Hoechst AG*                                         3,250     $  122,218 
IMC Global Inc.                                     3,250        121,875 
Monsanto Co.                                        3,600        142,650 
                                                            -------------- 
                                                                 386,743 
                                                            -------------- 
Diversified 0.2% 
Cardo AB*                                           1,400         34,278 
Tenma Corp.*                                        2,000         35,484 
                                                            -------------- 
                                                                  69,762 
                                                            -------------- 
Forest Product 0.1% 
Aracruz Celulose SA ADR                             3,300         26,400 
                                                            -------------- 
Machinery 0.9% 
Case Corp.                                          2,000         93,000 
Linde AG*                                              81         50,144 
Sundstrand Corp.                                    4,100        165,025 
                                                            -------------- 
                                                                 308,169 
                                                            -------------- 
Metal & Mining 1.0% 
Alumax Inc.*                                        4,200        134,925 
Aluminum Company of America                         1,400         82,075 
Bohler Uddeholm AG*                                   500         37,402 
RTZ Corp. PLC*                                      2,521         40,334 
SGL Carbon AG*                                        500         56,293 
                                                            -------------- 
                                                                 351,029 
                                                            -------------- 
Railroad 0.5% 
Canadian National Railway Co.                       6,300        173,250 
                                                            -------------- 
Total Basic Industries                                         1,315,353 
                                                            -------------- 
Consumer Cyclical 3.6% 
Automotive 1.1% 
Exide Corp.                                         6,300        163,800 
Ford Motor Co.                                      3,800        118,750 
Honda Motor Co.*                                    2,000         47,780 
Suzuki Motor Co. Ltd.*                              4,000         40,754 
                                                            -------------- 
                                                                 371,084 
                                                            -------------- 
Building 0.5% 
Lafarge Corp.                                       8,300        154,588 
                                                            -------------- 
Hotel & Restaurant 0.6% 
Harrah's Entertainment Inc.*                        5,700         95,475 
Mirage Resorts Inc.*                                5,700        125,400 
                                                            -------------- 
                                                                 220,875 
                                                            -------------- 
Recreation 0.1% 
Amer Group, Ltd. Cl. A*                             2,200         50,209 
                                                            -------------- 
Retail Trade 1.3% 
Home Depot Inc.                                     3,200     $  175,200 
Kroger Co.*                                         3,600        160,650 
Wal-Mart Stores, Inc.                               3,600         95,850 
                                                            -------------- 
                                                                 431,700 
                                                            -------------- 
Total Consumer Cyclical                                        1,228,456 
                                                            -------------- 
Consumer Staple 6.5% 
Business Service 0.6% 
ADT Ltd.*                                           8,300        163,925 
HBO & Co.                                             500         30,063 
                                                            -------------- 
                                                                 193,988 
                                                            -------------- 
Drug 1.2% 
Amgen Inc.*                                           900         55,181 
Pfizer Inc.                                         1,900        157,225 
Roussel-Uclaf*                                        400        105,858 
Sandoz AG*                                             70         80,910 
                                                            -------------- 
                                                                 399,174 
                                                            -------------- 
Food & Beverage 2.1% 
Anheuser-Busch Companies, Inc.                      2,600        100,100 
Coca-Cola Co.                                       2,600        131,300 
Coca-Cola Enterprises Inc.                          6,100        260,012 
Whitman Corp.                                       8,900        215,825 
                                                            -------------- 
                                                                 707,237 
                                                            -------------- 
Hospital Supply 1.3% 
Baxter International Inc.                           5,400        224,775 
Johnson & Johnson                                   2,600        128,050 
Medtronic Inc.                                      1,400         90,125 
                                                            -------------- 
                                                                 442,950 
                                                            -------------- 
Printing & Publishing 0.6% 
Hollinger International Inc. Cl. A*                17,600        220,000 
                                                            -------------- 
Tobacco 0.7% 
Imperial Tobacco Group PLC*                        17,100        100,195 
Philip Morris Companies, Inc.                       1,500        138,938 
                                                            -------------- 
                                                                 239,133 
                                                            -------------- 
Total Consumer Staple                                          2,202,482 
                                                            -------------- 
Energy 2.2% 
Oil 2.2% 
ENI SPA ADR                                           900         42,750 
Imperial Oil Ltd.                                     850         37,400 
Oryx Energy Co.*                                    9,000        173,250 
Seagull Energy Corp.*                               7,800        168,675 
Tosco Corp.                                         3,900        218,887 

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

                                      3 
<PAGE> 

                                                                Value 
                                                   Shares      (Note 1) 
- -------------------------------------------------  -------- -------------- 
Oil (cont'd) 
Total SA Cl. B*                                       717     $   56,084 
Woodside Petroleum Ltd. ADR*                        7,700         54,320 
                                                            -------------- 
                                                                 751,366 
                                                            -------------- 
Total Energy                                                     751,366 
                                                            -------------- 
Finance 5.4% 
Bank 2.4% 
BankAmerica Corp.                                   1,100        100,650 
Bank of New York Inc.                               6,800        225,250 
Citicorp                                            1,600        158,400 
Fleet Financial Group Inc.                          4,600        229,425 
Sparbanken Sverige AB*                              5,700         90,150 
                                                            -------------- 
                                                                 803,875 
                                                            -------------- 
Financial Service 1.0% 
Federal Home Loan Mortgage Corp.                    1,700        171,700 
Federal National Mortgage Association               4,600        179,975 
                                                            -------------- 
                                                                 351,675 
                                                            -------------- 
Insurance 2.0% 
ACE Ltd.                                            3,300        180,675 
AMBAC Inc.                                          1,900        118,750 
Mid Ocean Ltd.                                      4,200        197,400 
Travelers/Aetna Property Casualty Corp. Cl. A       5,400        162,000 
                                                            -------------- 
                                                                 658,825 
                                                            -------------- 
Total Finance                                                  1,814,375 
                                                            -------------- 
Science & Technology 6.0% 
Aerospace 1.6% 
Boeing Co.                                          2,100        200,287 
General Dynamics Corp.                              2,500        171,563 
Rockwell International Corp.                        2,700        148,500 
                                                            -------------- 
                                                                 520,350 
                                                            -------------- 
Computer Software & Service 1.9% 
Cisco Systems Inc.*                                 2,400        148,500 
Electronic Data Systems Corp.                       1,400         63,000 
Microsoft Corp.*                                    1,300        178,425 
Oracle Systems Corp.*                               1,600         67,700 
Western Digital Corp. Rts.*                         3,900        189,150 
                                                            -------------- 
                                                                 646,775 
                                                            -------------- 
Electronic Components 1.3% 
ABB AG*                                                30         37,073 
AMP Inc.                                            4,200        142,275 
Intel Corp.*                                        1,700        186,787 
Rohm Co.*                                           1,000         59,286 
                                                            -------------- 
                                                                 425,421 
                                                            -------------- 
Electronic Equipment 1.0% 
L.M. Ericsson Telephone Co. Cl. B*                  3,568     $    96,584 
L.M. Ericsson Telephone Co. ADR Cl. B*              3,390         93,649 
Lucent Technologies Inc.*                           1,400         65,800 
Nokia AB Cl. A Pfd.*                                  760         35,092 
Toolex Alpha NV*                                    5,200         49,956 
                                                            -------------- 
                                                                 341,081 
                                                            -------------- 
Office Equipment 0.2% 
International Business Machines Corp.                 600         77,400 
                                                            -------------- 
Total Science & Technology                                     2,011,027 
                                                            -------------- 
Utility 1.2% 
Electric 0.7% 
Allegheny Power Systems Inc.                        4,200        125,475 
American Electric Power Inc.                        2,400         99,600 
                                                            -------------- 
                                                                 225,075 
                                                            -------------- 
Natural Gas 0.4% 
ENSERCH Corp.                                       4,300         92,450 
TransTexas Gas Corp.*                               2,200         30,800 
                                                            -------------- 
                                                                 123,250 
                                                            -------------- 
Telephone 0.1% 
NetCom Systems AB*                                  4,100         51,751 
                                                            -------------- 
Total Utility                                                    400,076 
                                                            -------------- 
Total Equity Securities (Cost $8,240,477)                      9,723,135 
                                                            -------------- 

                                Principal     Maturity 
                                  Amount        Date 
 ----------------------------------------- -------------  -------------- 
FIXED INCOME SECURITIES 60.9% 
U.S. Treasury 23.1% 
U.S. Treasury Bond, 12.00%      $  200,000    8/15/2013       287,938 
U.S. Treasury Bond, 8.125%       1,450,000    8/15/2021     1,686,756 
U.S. Treasury Bond, 6.25%          775,000    8/15/2023       728,012 
U.S. Treasury Note, 8.50%          575,000    5/15/1997       584,252 
U.S. Treasury Note, 5.125%         275,000    6/30/1998       272,594 
U.S. Treasury Note, 6.75%          675,000    5/31/1999       689,134 
U.S. Treasury Note, 7.125%       1,200,000    9/30/1999     1,238,436 
U.S. Treasury Note, 6.875%         350,000    3/31/2000       359,569 
U.S. Treasury Note, 6.25%          400,000    8/31/2000       403,064 
U.S. Treasury Note, 6.625%         250,000    7/31/2001       255,272 
U.S. Treasury Note, 7.50%          300,000   11/15/2001       317,718 
U.S. Treasury Note, 7.875%         900,000   11/15/2004       987,750 
                                                          -------------- 
                                                            7,810,495 
                                                          -------------- 

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


                                      4 
<PAGE> 

<TABLE>
<CAPTION>
                                        Principal        Maturity        Value 
                                         Amount            Date        (Note 1) 
 ---------------------------------  -------------------------------  -------------- 
<S>                                 <C>                 <C>           <C>
U.S. Agency Mortgage 19.7% 
Federal Home Loan Mortgage Corp. 
  Gold, 9.50%                       $   139,204          7/25/2022    $  149,730 
Federal Home Loan Mortgage Corp. 
  Series 29-H PAC, 6.50%                125,000          3/25/2023       121,758 
Federal Home Loan Mortgage Corp. 
  Gold, 7.00%                           867,046          6/01/2024       857,292 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                           539,194          8/01/2024       543,486 
Federal Home Loan Mortgage Corp. 
  Gold, 8.00%                            74,600          6/01/2025        76,325 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                           365,379          4/01/2026       367,377 
Federal Home Loan Mortgage Corp. 
  Gold, 7.50%                           856,876          6/01/2026       859,815 
Government National Mortgage 
  Association, 8.00%                    315,357          5/15/2008       330,337 
Government National Mortgage 
  Association, 6.50%                    137,934          2/15/2009       136,640 
Government National Mortgage 
  Association, 6.50%                     66,493          6/15/2009        65,870 
Government National Mortgage 
  Association, 6.50%                    312,530          7/15/2009       309,649 
Government National Mortgage 
  Association, 8.00%                    134,753         10/15/2017       140,319 
Government National Mortgage 
  Association, 8.00%                    838,493          5/15/2022       861,543 
Government National Mortgage 
  Association, 6.50%                     88,250         12/15/2023        84,995 
Government National Mortgage 
  Association, 6.50%                    458,720          7/15/2024       441,802 
Government National Mortgage 
  Association, 7.00%                    324,842          1/15/2025       320,480 
Government National Mortgage 
  Association, 7.00%                     48,786         10/15/2025        47,871 
Government National Mortgage 
  Association, 7.50%                    389,989         11/15/2025       391,451 
Government National Mortgage 
  Association, 7.50%                    198,566          4/15/2026       199,185 
Government National Mortgage 
  Association, 8.00%                    349,517          9/15/2026       357,381 
                                                                     -------------- 
                                                                       6,663,306 
                                                                     -------------- 
Canadian-Yankee 2.2% 
Hydro-Quebec Deb. Series HS, 
  9.40%                             $   325,000          2/01/2021    $  390,565 
Usinor Sacilor Note, 7.25%              350,000          8/01/2006       350,812 
                                                                     -------------- 
                                                                         741,377 
                                                                     -------------- 
Foreign Government 3.0%              Australian Dollar 
Government of Australia, 7.50%          350,000          7/15/2005       280,644 
                                      Canadian Dollar 
Government of Canada, 7.50%             220,000         12/01/2003       177,200 
                                      Danish  Krone 
Kingdom of Denmark, 8.00%               850,000         11/15/2001       160,135 
Kingdom of Denmark, 8.00%               700,000          3/15/2006       129,611 
                                      European Currency Unit 
Government of France, 8.00%             175,000          4/25/2003       246,734 
                                                                     -------------- 
                                                                         994,324 
                                                                     -------------- 
Trust Certificates 1.4% 
Cooperative Utility Trust 
  Certificates, 10.70%              $   225,000          9/15/2017       245,077 
Rural Electric Cooperative 
  Grantor Trust Certificates, 
  10.11%                                200,000         12/15/2017       217,804 
                                                                     -------------- 
                                                                         462,881 
                                                                     -------------- 
Finance/Mortgage 8.7% 
Associates Corp. of North America 
  Note, 6.375%                          200,000         10/15/2002       197,760 
Capital One Bank Sr. Note, 7.08%        175,000         10/30/2001       176,447 
Chase Manhattan Master Trust 
  96-3A, 7.04%                          275,000          2/15/2005       282,131 
CIT Group Holdings Inc. Note, 
  6.75%                                 175,000          5/14/2001       177,506 
Countrywide Funding Corp. Note, 
  6.28%                                 200,000          1/15/2003       193,634 
Discover Credit Card Trust Series 
  1993 A, 6.25%                         250,000          8/16/2000       250,545 
First Chicago Credit Trust Series 
  91-D, 8.40%                            25,000          6/15/1998        24,992 
Ford Credit Auto Loan Master 
  Trust Series 95-1, 6.50%              375,000          8/15/2002       375,000 
GE Global Insurance Holding Corp. 
  Note, 7.00%                           225,000          2/15/2026       217,406 
General Motors Acceptance Corp. 
  Note, 7.85%                           325,000         11/17/1997       331,604 

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


                                      5 
<PAGE> 

                                        Principal        Maturity        Value 
                                         Amount            Date        (Note 1) 
 ---------------------------------  -------------------------------  -------------- 
Finance/Mortgage (cont'd) 
Household Affinity Master Trust 
  Series 1994-1A, 5.525%                $175,000         4/25/2003    $   175,163 
Household Finance Co. Note, 6.75%        125,000         6/01/2000        126,479 
Prudential Home Mortgage Series 
  93-29 A-6 PAC, 6.75%                   235,523         8/25/2008        236,920 
Sears Roebuck Acceptance Corp. 
  Note, 6.86%                            175,000         8/06/2001        177,030 
                                                                     -------------- 
                                                                        2,942,617 
                                                                     -------------- 
Corporate 2.8% 
Chevron Corp. Note, 8.11%                175,000        12/01/2004        187,085 
Columbia/HCA Healthcare Corp. 
  Note, 6.87%                            150,000         9/15/2003        151,900 
Electronic Data Systems Corp. 
  Note, 6.85% +                          250,000         5/15/2000        254,105 
K-III Communications Corp. Sr. 
  Note, 8.50%                             75,000         2/01/2006         69,938 
Loews Corp. Sr. Note, 7.00%              125,000        10/15/2023        114,338 
Tele-Communications Inc. Sr. 
  Note, 8.25%                            175,000         1/15/2003        173,047 
                                                                     -------------- 
                                                                          950,413 
                                                                     -------------- 
Total Fixed Income Securities (Cost $20,147,196)                       20,565,413 
                                                                     -------------- 
SHORT-TERM OBLIGATIONS 9.5% 
American Express Credit Corp., 
  5.25%                                  219,000        11/04/1996        219,000 
American Express Credit Corp., 
  5.25%                                  836,000        11/12/1996        836,000 
Beneficial Corp., 5.22%                  691,000        11/05/1996        691,000 
Ford Motor Credit Co., 5.20%             968,000        11/01/1996        968,000 
General Electric Capital Corp., 
  5.17%                                  500,000        11/01/1996        500,000 
                                                                     -------------- 
Total Short-Term Obligations (Cost $3,214,000)                          3,214,000 
                                                                     -------------- 
Total Investments (Cost $31,601,673)--99.2%                            33,502,548 
Cash and Other Assets, Less Liabilities--0.8%                             284,902 
                                                                     -------------- 
Net Assets--100.0%                                                    $33,787,450 
                                                                     ============== 
</TABLE>

Federal Income Tax Information: 
At October 31, 1996, the net unrealized appreciation of 
  investments based on cost for Federal income tax purposes of 
  $31,664,750 was as follows: 
Aggregate gross unrealized appreciation for all investments 
  in which there is an excess of value over tax cost            $2,120,103 
Aggregate gross unrealized depreciation for all investments 
  in which there is an excess of tax cost over value              (282,305) 
                                                                ------------- 
                                                                $1,837,798 
                                                                ============= 

ADR stands for American Depositary Receipt, representing ownership of foreign 
securities. 
* Nonincome-producing securities. 
+ 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 October 31, 1996 were $249,803 and $254,105 (0.75% 
  of net assets), respectively. 

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


                                      6 
<PAGE> 

Forward currency exchange contracts outstanding at October 31, 1996, are as 
follows: 

<TABLE>
<CAPTION>
                                                                                        Unrealized 
                                                                        Contract       Appreciation    Delivery 
                                                      Total Value         Price       (Depreciation)     Date 
- -------------------------------------------------- ---------------- ---------------- --------------- ----------- 
<S>                                                 <C>        <C>    <C>       <C>      <C>           <C>
Sell Australian dollars, Buy U.S. dollars           265,900    AUD     .79475   AUD      $ 1,110        1/24/97 
Sell Australian dollars, Buy U.S. dollars            60,000    AUD     .77425   AUD       (1,077)      11/14/96 
Sell Australian dollars, Buy U.S. dollars           203,000    AUD     .77450   AUD       (3,592)      11/14/96 
Sell Australian dollars, Buy U.S. dollars           112,000    AUD     .79340   AUD          316        1/24/97 
Buy Australian dollars, Sell U.S. dollars            88,000    AUD     .78910   AUD          273       11/14/96 
Buy Australian dollars, Sell U.S. dollars           112,000    AUD     .79144   AUD          (97)       1/24/97 
Buy Australian dollars, Sell U.S. dollars            60,000    AUD     .79147   AUD           88       11/14/96 
Sell Canadian dollars, Buy U.S. dollars             177,000    CAD     .73153   CAD       (2,699)      11/14/96 
Sell Canadian dollars, Buy U.S. dollars              15,000    CAD     .73099   CAD         (237)      11/14/96 
Sell Danish krone, Buy U.S. dollars                 104,000    DKK     .17110   DKK         (177)       1/24/97 
Sell Danish krone, Buy U.S. dollars                 882,000    DKK     .17578   DKK        3,187       11/14/96 
Sell Danish krone, Buy U.S. dollars                 837,500    DKK     .17107   DKK       (1,439)       1/24/97 
Buy Danish krone, Sell U.S. dollars                 225,000    DKK     .17555   DKK         (762)      11/14/96 
Sell European currency units, Buy U.S. dollars      182,000    ECU    1.27480   ECU        1,387       11/14/96 
                                                                                     --------------- 
                                                                                         $(3,719) 
                                                                                     =============== 
</TABLE>


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

                                      7 
<PAGE> 

STATEMENT OF ASSETS AND LIABILITIES 
October 31, 1996 

Assets 
Investments, at value (Cost $31,601,673) (Note 1)             $33,502,548 
Cash                                                               22,607 
Interest and dividends receivable                                 312,956 
Receivable for securities sold                                    212,947 
Receivable for fund shares sold                                    23,939 
Receivable from Distributor (Note 3)                               15,792 
Receivable for open forward contracts                               6,361 
Deferred organization costs and other assets (Note 1)              44,766 
                                                              -------------- 
                                                               34,141,916 
Liabilities 
Payable for securities purchased                                  230,055 
Accrued transfer agent and shareholder services (Note 2)           19,896 
Payable for open forward contracts                                 10,080 
Accrued management fee (Note 2)                                    17,053 
Payable for fund shares redeemed                                    6,419 
Accrued trustees' fees (Note 2)                                     4,793 
Accrued service fee (Note 5)                                          116 
Other accrued expenses                                             66,054 
                                                              -------------- 
                                                                  354,466 
                                                              -------------- 
Net Assets                                                    $33,787,450 
                                                              ============== 
Net Assets consist of: 
 Undistributed net investment income                          $   410,962 
 Unrealized appreciation of investments                         1,900,875 
 Unrealized depreciation of forward contracts and  foreign 
  currency                                                         (3,408) 
 Accumulated net realized gain                                  1,658,025 
 Shares of beneficial interest                                 29,820,996 
                                                              -------------- 
                                                              $33,787,450 
                                                              ============== 
Net Asset Value and redemption price per share of Class A 
  shares ($551,564 / 50,023 shares of beneficial interest)    $     11.03 
                                                              ============== 
Maximum Offering Price per share of Class A shares ($11.03 
  / .955)                                                     $     11.55 
                                                              ============== 
Net Asset Value, offering price and redemption price per 
  share of Class C shares ($33,235,886 / 3,039,822 shares of 
  beneficial interest)                                        $     10.93 
                                                              ============== 


STATEMENT OF OPERATIONS 
For the year ended October 31, 1996 

Investment Income 
Interest, net of foreign taxes of $616                        $ 1,651,704 
Dividends, net of foreign taxes of $4,928                         173,951 
                                                              -------------- 
                                                                1,825,655 
Expenses 
Management fee (Note 2)                                           201,690 
Custodian fee                                                     122,038 
Service fee-Class A (Note 5)                                       25,236 
Transfer agent and shareholder services (Note 2)                   66,719 
Audit fee                                                          33,559 
Reports to shareholders                                            18,633 
Trustees' fees (Note 2)                                            18,001 
Registration fees                                                  15,211 
Amortization of organization costs (Note 1)                         7,503 
Legal fees                                                          7,175 
Miscellaneous                                                       9,958 
                                                              -------------- 
                                                                  525,723 
Expenses borne by the Distributor (Note 3)                       (197,940) 
                                                              -------------- 
                                                                  327,783 
                                                              -------------- 
Net investment income                                           1,497,872 
                                                              -------------- 
Realized and Unrealized Gain on Investments, 
  Foreign Currency and Forward Contracts 
Net realized gain on investments (Notes 1 and 4)                1,696,404 
Net realized gain on forward contracts and foreign currency 
  (Note 1)                                                         14,439 
                                                              -------------- 
 Total net realized gain                                        1,710,843 
                                                              -------------- 
Net unrealized appreciation of investments                         46,364 
Net unrealized appreciation of forward contracts and 
  foreign currency                                                 43,785 
                                                              -------------- 
 Total net unrealized appreciation                                 90,149 
                                                              -------------- 
Net gain on investments, foreign currency and forward 
  contracts                                                     1,800,992 
                                                              -------------- 
Net increase in net assets resulting from operations          $ 3,298,864 
                                                              ============== 

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


                                      8 
<PAGE> 

STATEMENT OF CHANGES IN NET ASSETS 

                                                 Year ended October 31 
                                             ----------------------------- 
                                                  1996           1995 
 ---------------------------------------------------------  -------------- 
Increase (Decrease) in Net Assets 
Operations: 
Net investment income                         $ 1,497,872    $ 1,288,775 
Net realized gain on investments, foreign 
  currency and forward contracts                1,710,843        791,816 
Net unrealized appreciation of investments, 
  foreign currency and forward contracts           90,149      1,955,540 
                                            --------------  -------------- 
Net increase resulting from operations          3,298,864      4,036,131 
                                            --------------  -------------- 
Dividends from net investment income: 
 Class A                                         (454,334)    (1,230,373) 
 Class C                                         (970,526)       (51,204) 
                                            --------------  -------------- 
                                               (1,424,860)    (1,281,577) 
                                            --------------  -------------- 
Distribution from net realized gains: 
 Class A                                         (651,838)            -- 
 Class C                                          (42,210)            -- 
                                            --------------  -------------- 
                                                 (694,048)            -- 
                                            --------------  -------------- 
Net increase from fund share transactions 
  (Note 6)                                      3,537,654      1,200,860 
                                            --------------  -------------- 
Total increase in net assets                    4,717,610      3,955,414 

Net Assets 
Beginning of year                              29,069,840     25,114,426 
                                            --------------  -------------- 
End of year (including undistributed net 
  investment income of $410,962 and 
  $303,997, respectively)                     $33,787,450    $29,069,840 
                                            ==============  ============== 

*Net realized gain for Federal income tax 
  purposes (Note 1)                           $ 1,717,406    $   693,902 
                                            ==============  ============== 

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

NOTES TO FINANCIAL STATEMENTS 
October 31, 1996 

Note 1 

State Street Research Strategic Portfolios: Conservative (the "Fund") is a 
series of State Street Research Financial Trust (the "Trust"), which was 
organized as a Massachusetts business trust in November, 1986 and is 
registered under the Investment Company Act of 1940, as amended, as an 
open-end management investment company. The Fund commenced operations in May, 
1994. The Trust consists presently of four separate funds: State Street 
Research Strategic Portfolios: Conservative, State Street Research Government 
Income Fund, State Street Research Strategic Portfolios: Moderate and State 
Street Research Strategic Portfolios: Aggressive. 

The investment objective of the fund is to provide, primarily, a high level 
of current income and, secondarily, long term growth of capital, consistent 
with the preservation of capital and reasonable investment risk. 

The Fund is authorized to issue four classes of shares. Only Class A and 
Class C shares are presently available for purchase. Class B and Class D 
shares are not being offered at this time. Class A shares are subject to an 
initial sales charge of up to 4.50% and annual service fees of 0.25% of 
average daily net assets. Class B shares will be 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 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. Securities quoted in 
foreign currencies are translated into U.S. dollars at the current exchange 
rate. 



                                      9 
<PAGE> 

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. 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. 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. The Fund is charged for expenses directly 
attributable to it, while indirect expenses are allocated among all funds in 
the Trust. 

D. 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. 

E. Federal Income Taxes 

No provision for Federal income taxes is necessary because the Fund intends 
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. 

F. Deferred Organization Costs 

Certain costs incurred in the organization and registration of the Fund were 
capitalized and are being amortized under the straight-line method over a 
period of five years. 

G. 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.

H. Estimates 

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

Note 2 

The Trust and State Street Research & Management Company (the "Adviser"), an
indirect wholly owned subsidiary of Metropolitan Life Insurance Company
("Metropolitan"), have entered into an agreement under which the Adviser earns
monthly fees at an annual rate of 0.60% 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 October 31, 1996, the fees pursuant to such agreement
amounted to $201,690.

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, employee benefit plans and similar programs or plans, through 
or under which shares of the Fund may be purchased. During the year ended 
October 31, 1996, the amount of such expenses was $37,814. 

The fees of the Trustees not currently affiliated with the Adviser amounted 
to $18,001 during the year ended October 31, 1996. 

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 October 31, 1996, the amount of such expenses 
assumed by the Distributor and its affiliates was $197,940. 

Note 4 

For the year ended October 31, 1996, purchases and sales of securities, 
exclusive of short-term obligations, aggregated $38,260,101 and $37,908,373 
(including $19,136,638 and $17,807,946 of U.S. Government securities), 
respectively. 

                                      10 
<PAGE> 

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 
will pay 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 will pay 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 or servicing 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 October 31, 1996, 
fees pursuant to such plan amounted to $25,236 for Class A shares. 

Note 6 

The Trustees have the authority to issue an unlimited number of shares of 
beneficial interest, $.001 par value per share. At October 31, 1996, 
Metropolitan owned 50,000 Class A shares and 2,154,550 Class C shares of the 
Fund and the Adviser owned one Class A share of the Fund. 

Share transactions were as follows: 

<TABLE>
<CAPTION>
                                                   Year ended October 31 
                                  --------------------------------------------------------- 
                                               1996                         1995 
                                 ------------------------------- ------------------------- 
Class A                              Shares          Amount         Shares       Amount 
- -------------------------------- -------------- ---------------- -----------  ------------- 
<S>                                <C>            <C>              <C>         <C>
Shares sold                                --     $         --          21     $      192 
Issued upon reinvestment of 
  distribution from net realized 
  gains                                62,677          651,777         --             -- 
Shares repurchased                 (2,630,477)     (28,093,497)        --             -- 
                                 -------------- ---------------- -----------  ------------- 
Net increase (decrease)            (2,567,800)    $(27,441,720)         21     $      192 
                                 ============== ================ ===========  ============= 
Class C                              Shares          Amount         Shares       Amount 
- -------------------------------- -------------- ---------------- -----------  ------------- 
Shares sold                         3,511,159     $ 37,399,443     164,827     $1,608,388 
Issued upon reinvestment of: 
 Dividends from net investment 
  income                               21,689          229,456       3,527         35,611 
 Distribution from net realized 
  gains                                 4,058           42,210         --             -- 
Shares repurchased                   (632,775)      (6,691,735)    (43,134)      (443,331) 
                                 -------------- ---------------- -----------  ------------- 
Net increase                        2,904,131     $ 30,979,374     125,220     $1,200,668 
                                 ============== ================ ===========  ============= 
</TABLE>

                                      11 
<PAGE> 

FINANCIAL HIGHLIGHTS 

For a share outstanding throughout each year: 

<TABLE>
<CAPTION>
                                             Class A                                   Class C 
                            -----------------------------------------  ----------------------------------------- 
                                                      May 16, 1994                               May 16, 1994 
                             Year ended October 31  (Commencement of   Year ended October 31   (Commencement of
                           -----------------------   Operations) to   -----------------------    Operations) to 
                              1996**      1995**    October 31, 1994    1996**      1995**     October 31, 1994 
 ------------------------------------- -----------   ---------------------------- -----------  ----------------- 
<S>                           <C>         <C>            <C>            <C>         <C>             <C>    
Net asset value, beginning 
  of year                     $ 10.56     $  9.56        $  9.55        $ 10.56     $  9.56         $ 9.55 
Net investment income*           0.42        0.47           0.20           0.50        0.52           0.21 
Net realized and 
  unrealized gain (loss) 
  on investments, foreign 
  currency and forward 
  contracts                      0.66        1.00          (0.09)          0.60        0.97          (0.09) 
Dividends from net 
  investment income             (0.36)      (0.47)         (0.10)         (0.48)      (0.49)         (0.11) 
Distribution from net 
  realized gains                (0.25)         --             --          (0.25)         --             -- 
                           ----------- -----------   ---------------------------- -----------  ----------------- 
Net asset value, end of 
  year                        $ 11.03     $ 10.56        $  9.56        $ 10.93     $ 10.56         $ 9.56 
                           =========== ===========   ============================ ===========  ================= 
Total return                    10.55%+     15.84%+         1.15%+++      10.82%+     16.11%+         1.25%+++ 
Net assets at end of year 
  (000s)                      $   552     $27,637        $25,014        $33,236     $ 1,433         $  100 
Ratio of expenses to 
  average net assets*            1.15%       1.15%          1.15%++        0.90%       0.90%          0.90%++ 
Ratio of net investment 
  income to average net 
  assets*                        4.35%       4.74%          4.48%++        4.50%       4.91%          4.73%++ 
Portfolio turnover rate        126.41%     132.50%         70.35%        126.41%     132.50%         70.35% 
Average commission rate@      $ .0436          --             --        $ .0436          --             -- 
*Reflects voluntary 
 assumption of fees or 
 expenses per share in 
 each year (Note 3)           $  0.07     $  0.05        $  0.03        $  0.06     $  0.05         $ 0.03 
</TABLE>

++ 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. 

** Per-share figures have been calculated using the average shares method. 

@  For fiscal years beginning on or after November 1, 1995, the Fund is 
   required to disclose its average commission rate per share paid for security 
   trades. 

                                      12 
<PAGE> 

REPORT OF INDEPENDENT ACCOUNTANTS 

To the Trustees of State Street Research 
Financial Trust and the Shareholders of 
State Street Research Strategic Portfolios: Conservative 

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 State Street Research 
Strategic Portfolios: Conservative (a series of State Street Research 
Financial Trust, hereafter referred to as the "Trust") at October 31, 1996, 
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 at October 31, 1996 by 
correspondence with the custodian and brokers and the application of 
alternative auditing procedures where confirmations from brokers were not 
received, provide a reasonable basis for the opinion expressed above. 

Price Waterhouse LLP 
Boston, Massachusetts 
December 11, 1996 

                                      13 
<PAGE> 

MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE 

As of October 31, 1996, State Street Research Strategic Portfolios: Conservative
held 61% of its assets in fixed-income securities, 29% in equities and 10% in
cash. For the 12 months ended October 31, 1996, Class A shares of the Fund
provided a total return of +10.55% (does not reflect sales charge).

Bonds 

The Fund's fixed-income component had mixed performance. The largest position 
was in high-grade bonds, which delivered relatively flat performance. 
International bonds performed well, but weren't heavily weighted in the 
portfolio. 

Stocks 

Healthy stock returns also helped the portfolio's performance. Large-cap and 
value stocks dominated the Fund's equity holdings. Large-cap growth stocks 
performed strongly, value stocks less so. International equities demonstrated 
positive performance as well. 

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. "A" share returns reflect the maximum 
4.5% front-end sales charge. "C" shares, offered without a sales charge, are 
available only to certain employee benefit plans and large institutions. The 
Standard & Poor's 500 Composite Index (S&P 500) includes 500 widely traded 
common stocks and is a commonly used measure of U.S. stock market 
performance. The Lehman Brothers Government/Corporate Bond Index is a 
commonly used index of bond market performance. The indices are unmanaged and 
do not take sales charges into consideration. Direct investment in the 
indices is not possible; results are for illustrative purposes only. 
Performance results for the Fund are increased by the voluntary reduction of 
Fund fees and expenses. In the box in the chart at the right, the first 
figure reflects expense reduction; the second shows what results would have 
been without subsidization. 

                     Change In Value Of $10,000 Based On 
                     The S&P 500 And The Lehman Brothers 
                   Government/Corporate Bond Index Compared 
                    To Change In Value Of $10,000 Invested 
                    In Strategic Portfolios: Conservative 

Class A Shares 

      Average Annual Total Return 
     1 Year              Life of Fund 
+5.58%/+5.18%            +9.01%/+8.47% 

[line chart] 

               Strategic Portfolios:                   LB Gov't/Corp 
               Conservative             S&P 500        Bond Index 

5/16/94         9550                    10000          10000
10/31/94        9660                    10549          10006
10/31/95       11190                    13334          11622
10/31/96       12371                    16546          12250

Class C Shares 

       Average Annual Total Return 
     1 Year               Life of Fund 
+10.82%/+10.40%          +11.32%/+10.79% 

[line chart] 

               Strategic Portfolios:                   LB Gov't/Corp 
               Conservative             S&P 500        Bond Index 

5/16/94        10000                    10000          10000
10/31/94       10006                    10549          10125
10/31/95       11622                    13334          11755
10/31/96       12250                    16546          13027

                                      14 
<PAGE> 

REPORT ON SPECIAL MEETING OF SHAREHOLDERS 

A Special Meeting of Shareholders of State Street Research Strategic 
Portfolios: Conservative ("Fund"), along with shareholders of other series of 
State Street Research Financial Trust ("Meeting"), was convened on February 
14, 1996, and continued thereafter. The results of the Meeting are set forth 
below. 

                                                       Votes (millions of 
                                                            shares) 
                                                       ------------------ 
                                                        For    Withheld 
                                                       ------ ----------- 
1. The following persons were elected as Trustees: 
   Edward M. Lamont                                    43.4       3.0 
   Robert A. Lawrence                                  43.4       3.0 
   Dean O. Morton                                      43.4       3.0 
   Thomas L. Phillips                                  43.4       3.0 
   Toby Rosenblatt                                     43.4       3.0 
   Michael S. Scott Morton                             43.8       2.6 
   Ralph F. Verni                                      43.8       2.7 
   Jeptha H. Wade                                      43.8       2.6 

<TABLE>
<CAPTION>
                                                                           Votes (millions of shares) 
                                                                           ---------------------------- 
                                                                            For    Against    Abstain 
                                                                           ------  ------------------- 
<S>                                                                        <C>       <C>        <C>
2. The Fund's fundamental policy on diversification of investments was 
   not amended                                                              1.3      1.1        0.2 
3. The Master Trust Agreement was amended to permit the Trustees to 
   reorganize, merge or liquidate a fund without prior shareholder 
   approval                                                                33.1      7.3        4.2 
4. The Master Trust Agreement was amended to eliminate specified time 
   permitted between the record date and any shareholders meeting          34.4      5.7        4.4 
</TABLE>

                                      15 
<PAGE> 

FUND INFORMATION, OFFICERS AND TRUSTEES OF STATE STREET RESEARCH FINANCIAL TRUST

Fund Information 

State Street Research 
Strategic Portfolios: Conservative 
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 LLP 
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 

John H. Kallis 
Vice President 

Thomas A. Shively 
Vice President 

Gerard P. Maus 
Treasurer 

Joseph W. Canavan 
Assistant Treasurer 

Douglas A. Romich 
Assistant Treasurer 

Francis J. McNamara, III 
Secretary and General Counsel 

Darman A. Wing 
Assistant Secretary and 
Assistant General Counsel 

Amy L. Simmons 
Assistant Secretary 

Trustees 

Ralph F. Verni 
Chairman of the Board, 
President, Chief Executive 
Officer and Director, 
State Street Research & 
Management Company 

Edward M. Lamont 
Formerly in banking 
(Morgan Guaranty Trust 
Company of New York); 
presently engaged in private 
investments and civic affairs 

Robert A. Lawrence 
Partner, Saltonstall & Co. 

Dean O. Morton 
Retired; formerly Executive 
Vice President, Chief 
Operating Officer and Director, 
Hewlett-Packard Company 

Thomas L. Phillips 
Retired; formerly Chairman of 
the Board and Chief Executive 
Officer, Raytheon Company 

Toby Rosenblatt 
President, 
The Glen Ellen Company 
Vice President, 
Founders Investments Ltd. 

Michael S. Scott Morton 
Jay W. Forrester Professor of 
Management, Sloan School of 
Management, Massachusetts 
Institute of Technology 

Jeptha H. Wade 
Retired; formerly Of Counsel, 
Choate, Hall & Stewart 

                                      16 
<PAGE> 


<PAGE> 


<PAGE> 



State Street Research Strategic Portfolios: Conservative
One Financial Center
Boston, MA 02111

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                                                            U.S. Postage
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                                                            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]
This report is prepared for the general information of current shareholders
only. It is not authorized for use as sales material with prospective investors.


The Dalbar awards recognize quality shareholder service and should not be
considered a rating of fund performance. The survey included mutual fund
complexes that volunteered or were otherwise selected to participate and was
not industry-wide.

CONTROL NUMBER: 3552-961226(0198)SSR-LD   Cover Illustration by Dorothy Cullinan

                                                                    SP-125E-1296



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