STATE STREET RESEARCH PORTFOLIOS INC, 497, 1996-08-19

STATE STREET RESEARCH PORTFOLIOS INC
497, 1996-08-19

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                    SUPPLEMENT NO. 2 DATED AUGUST 20, 1996 
                                      TO 
                        PROSPECTUS DATED MARCH 1, 1996 
                                      FOR
            STATE STREET RESEARCH INTERNATIONAL FIXED INCOME FUND 
              A SERIES OF STATE STREET RESEARCH PORTFOLIOS, INC.
 
AVAILABILITY OF SHARES;
PROPOSED REORGANIZATION OR LIQUIDATION
 
    Shares of the State Street Research
International Fixed Income Fund ("Fund")
are currently available only to existing
shareholders of the Fund through rein-
vestment of dividends and distributions,
additional investments or exchanges.
 
    Consideration is currently being
given to the possibility of combining the
Fund with another fund and/or liquidating
the Fund, among other alternatives. If
the Directors of Portfolios determine
that such action is in the best interest
of shareholders, a Special Meeting of
Shareholders may be convened in early
1997.