UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                 -------------


                                   FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2003.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

For the transition period from __________ to __________

                       Commission file number 333-104043

                            ---------------------

                       AMERICAN BAR ASSOCIATION MEMBERS/
                         STATE STREET COLLECTIVE TRUST
            (Exact name of registrant as specified in its charter)



           Massachusetts                                      04-6691601
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                            Identification No.)

        225 Franklin Street                                       02110
       Boston, Massachusetts                                    (ZIP Code)
(Address of principal executive offices)


                Registrant's telephone number : (617) 786-3000

       Securities registered pursuant to Section 12(b) of the Act: None

       Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                                   Yes X    No
                                                      ---      ---

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act)
                                                   Yes X    No
                                                      ---      ---


<PAGE>


<TABLE>
<CAPTION>

                                        TABLE OF CONTENTS

<S>      <C>                                                                                   <C>
PART I.  FINANCIAL INFORMATION..................................................................1

         Item 1. FINANCIAL STATEMENTS (UNAUDITED)...............................................1

         Balanced Fund..........................................................................1
                  Statement of Assets and Liabilities...........................................1
                  Statement of Operations.......................................................2
                  Statement of Changes in Net Assets............................................3
                  Per-Unit data and Ratios......................................................4

         Index Equity Fund......................................................................5
                  Statement of Assets and Liabilities...........................................5
                  Statement of Operations.......................................................6
                  Statement of Changes in Net Assets............................................7
                  Per-Unit data and Ratios......................................................8

         Intermediate Bond Fund.................................................................9
                  Statement of Assets and Liabilities...........................................9
                  Statement of Operations......................................................10
                  Statement of Changes in Net Assets...........................................11
                  Per-Unit data and Ratios.....................................................12

         International Equity Fund.............................................................13
                  Statement of Assets and Liabilities..........................................13
                  Statement of Operations......................................................14
                  Statement of Changes in Net Assets...........................................15
                  Per-Unit data and Ratios.....................................................16

         Large-Cap Growth Equity Fund..........................................................17
                  Statement of Assets and Liabilities..........................................17
                  Statement of Operations......................................................18
                  Statement of Changes in Net Assets...........................................19
                  Per-Unit data and Ratios.....................................................20

         Large-Cap Value Equity Fund...........................................................21
                  Statement of Assets and Liabilities..........................................21
                  Statement of Operations......................................................22
                  Statement of Changes in Net Assets...........................................23
                  Per-Unit data and Ratios.....................................................24

         Mid-Cap Growth Equity Fund............................................................25
                  Statement of Assets and Liabilities..........................................25
                  Statement of Operations......................................................26
                  Statement of Changes in Net Assets...........................................27
                  Per-Unit data and Ratios.....................................................28

         Mid-Cap Value Equity Fund.............................................................29
                  Statement of Assets and Liabilities..........................................29
                  Statement of Operations......................................................30
                  Statement of Changes in Net Assets...........................................31
                  Per-Unit data and Ratios.....................................................32

         Small-Cap Equity Fund.................................................................33
                  Statement of Assets and Liabilities..........................................33


                                      i
<PAGE>


                  Statement of Operations......................................................34
                  Statement of Changes in Net Assets...........................................35
                  Per-Unit data and Ratios.....................................................36

         Stable Asset Return Fund..............................................................37
                  Statement of Assets and Liabilities..........................................37
                  Statement of Operations......................................................38
                  Statement of Changes in Net Assets...........................................39
                  Per-Unit Data and Ratios.....................................................40

         Structured Portfolio Service- Conservative Portfolio..................................41
                  Statement of Assets and Liabilities..........................................41
                  Statement of Operations......................................................42
                  Statement of Changes in Net Assets...........................................43
                  Per-Unit data and Ratios.....................................................44

         Structured Portfolio Service- Moderate Portfolio......................................45
                  Statement of Assets and Liabilities..........................................45
                  Statement of Operations......................................................46
                  Statement of Changes in Net Assets...........................................47
                  Per-Unit data and Ratios.....................................................48

         Structured Portfolio Service- Aggressive Portfolio....................................49
                  Statement of Assets and Liabilities..........................................49
                  Statement of Operations......................................................50
                  Statement of Changes in Net Assets...........................................51
                  Per-Unit data and Ratios.....................................................52

         Notes to Financial Statements.........................................................53

         Item 2. Management's Discussion and Analysis of Financial Conditions and Results of
                  Operations...................................................................67

         Item 4. PROCEDURES AND CONTROLS.......................................................79

PART II.  OTHER INFORMATION....................................................................80

         Item 2.  Changes in Securities and Use of Proceeds....................................80

         Item 6. Exhibits and Reports on Form 8-K..............................................80

SIGNATURES.....................................................................................81

</TABLE>


                                      ii
<PAGE>


PART I.  FINANCIAL INFORMATION.

Item 1. FINANCIAL STATEMENTS (UNAUDITED).

        American Bar Association Members/ State Street Collective Trust

                                 Balanced Fund

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited


                                                                                   September 30, 2003
                                                                                   ------------------
<S>                                                                                    <C>
Assets
  Investments, at value (cost $426,188,827)                                            $452,213,233
  Cash                                                                                       42,099
  Receivable  for  investments  sold                                                      6,602,180
  Receivable  for  fund  units  sold                                                              0
  Dividends  and  interest  receivable                                                    1,149,407
  Other  assets                                                                               9,738
                                                                                   ------------------

       Total  assets                                                                    460,016,657
                                                                                   ------------------

Liabilities
  Payable for investments purchased                                                      37,485,635
  Payable for fund units purchased                                                          315,452
  Accrued expenses                                                                          320,449
  Other liabilities                                                                           7,351
                                                                                   ------------------

    Total liabilities                                                                    38,128,887
                                                                                   ------------------


Net Assets                                                                             $421,887,770
                                                                                  ===================


Net asset value, redemption price and offering price
 per unit of beneficial interest
 ($421,887,770/ 6,359,865 units outstanding)                                           $      66.34
                                                                                  ===================
</TABLE>



  The accompanying notes are an integral part of these financial statements
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                                 Balanced Fund


<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                         For the period          For the period
                                                                          July 1, 2003           January 1, 2003
                                                                      to September 30, 2003   to September 30, 2003
                                                                    -------------------------------------------------
<S>                                                                             <C>                    <C>
Investment income
  Dividend income                                                                  $870,248             $2,343,757
  Interest income                                                                 1,703,567              5,174,757
                                                                    -------------------------------------------------

       Total investment income                                                    2,573,815              7,517,770

Expenses:
  Investment  advisory  fee                                                         243,710                679,182
  State  Street  Bank  &  Trust  Company - program  fee                             321,034                953,895
  American  Bar  Retirement  Association - program  fee                              48,532                138,619
  Trustee, management and administration fees                                        91,047                250,151
  Other  expenses                                                                    56,173                157,092
                                                                    -------------------------------------------------

       Total expenses                                                               760,496              2,178,939
                                                                    -------------------------------------------------


       Net investment income                                                      1,813,319              5,338,831
                                                                    -------------------------------------------------

Realized and unrealized gain (loss) on investments:
       Net realized loss on investments sold                                     (1,854,739)            (6,298,598)
       Unrealized appreciation of investments during the period                  10,453,707             55,392,555
                                                                    -------------------------------------------------

       Net gain on investments                                                    8,598,968             49,093,957
                                                                    -------------------------------------------------

       Net increase in net assets resulting from operations                     $10,412,287            $54,432,788
                                                                    =================================================

</TABLE>


  The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                                 Balanced Fund


<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                          For the period         For the period
                                                                           July 1, 2003          January 1, 2003
                                                                      to September 30, 2003   to September 30, 2003
                                                                    -------------------------------------------------
<S>                                                                              <C>                    <C>
Increase in net assets from:
Operations:
      Net investment income                                                      $1,813,319             $5,338,831
      Net realized loss on investments                                           (1,854,739)            (6,298,598)
      Unrealized appreciation of investments during the period                   10,453,707             55,392,555
                                                                    -------------------------------------------------

      Net increase in net assets resulting from operations                       10,412,287             54,432,788
                                                                    -------------------------------------------------

Participant transactions:
      Proceeds from sales of units                                                9,435,856             20,426,649
      Cost of units redeemed                                                     (3,906,430)           (22,305,849)

 Net increase (decrease) in net assets resulting from
   participant transactions                                                       5,529,426             (1,879,200)
                                                                    -------------------------------------------------

        Total increase in net assets                                             15,941,713             52,553,588

Net Assets:
      Beginning of period                                                       405,946,057            369,334,182
                                                                    -------------------------------------------------
      End of period                                                            $421,887,770           $421,887,770
                                                                    =================================================
Number of units:
      Outstanding-beginning of period                                             6,275,527              6,408,195
          Sold                                                                      143,494                324,169
          Redeemed                                                                  (59,156)              (372,499)

      Outstanding-end of period                                                   6,359,865              6,359,865
                                                                    ================================================

</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      3
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                                 Balanced Fund


<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                   For the period          For the period
                                                                           July 1, 2003           January 1, 2003
                                                                       to September 30, 2003  to September 30, 2003

                                                                    -------------------------------------------------
<S>                                                                                   <C>                    <C>
Investment income                                                                     $0.41                  $1.19
Expenses                                                                              (0.12)                 (0.35)

                                                                    -------------------------------------------------
Net investment income                                                                  0.29                   0.84
Net realized and unrealized gain on investments                                        1.36                   7.87

                                                                    -------------------------------------------------
Net increase in unit value                                                             1.65                   8.71
Net asset value at beginning of period                                                64.69                  57.63

                                                                    -------------------------------------------------
Net asset value at end of period                                                     $66.34                 $66.34

                                                                    =================================================
Ratio of expenses to average net assets*                                              0.72%                  0.74%
Ratio of net investment income to average net assets*                                 1.72%                  1.83%
Portfolio turnover**                                                                    26%                   110%
Total return                                                                          2.55%                 15.10%
Number  of  units  outstanding  at  end  of  period (in thousands)                    6,360                  6,360
</TABLE>

------------------------------------------------------------------
*Annualized
**Not annualized


  The accompanying notes are an integral part of these financial statements

                                      4
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                               Index Equity Fund


<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited


                                                                                      September 30, 2003
                                                                                     --------------------
<S>                                                                                         <C>
Assets
  Investments, at value (cost $339,301,172)                                                 $281,299,109
  Cash                                                                                            63,127
  Receivable  for  investments  sold                                                                   0
  Receivable  for  fund  units  sold                                                           1,028,153
  Dividends  and  interest  receivable                                                                 0
  Other  assets                                                                                    4,004
                                                                                     --------------------

       Total  assets                                                                         282,394,393
                                                                                     --------------------

Liabilities
  Payable for investments purchased                                                               63,127
  Payable for fund units purchased                                                                10,604
  Accrued expenses                                                                                88,172
  Other liabilities                                                                                   30
                                                                                     --------------------

       Total liabilities                                                                         161,933
                                                                                     --------------------

Net Assets                                                                                  $282,232,460
                                                                                     ====================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($282,232,460/11,690,271 units outstanding)                                                      $24.14
                                                                                     ====================
</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      5
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                               Index Equity Fund


<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                          For the period         For the period
                                                                           July 1, 2003          January 1, 2003
                                                                      to September 30, 2003   to September 30, 2003
                                                                    -------------------------------------------------
<S>                                                                              <C>                    <C>
Investment income:
   Dividend income                                                                       $0                     $0
   Interest income                                                                        0                      0
   Securities Lending income                                                          6,045                 23,712
                                                                    -------------------------------------------------

      Total investment income                                                         6,045                 23,712

Expenses:
   Investment  advisory  fee                                                              0                      0
   State  Street  Bank  &  Trust  Company - program  fee                            213,175                602,767
   American  Bar  Retirement  Association - program  fee                             32,223                 87,766
   Trustee, management and administration fees                                       60,253                158,355
   Other  expenses                                                                   37,512                 99,684
                                                                    -------------------------------------------------

      Total expenses                                                                343,163                948,572
                                                                    -------------------------------------------------

      Net investment loss                                                          (337,118)              (924,860)
                                                                    -------------------------------------------------

Realized and unrealized loss on investments:
      Net realized loss on investments sold                                      (1,239,194)            (5,857,532)
  Unrealized appreciation of investments during the period                       10,313,888             43,728,614
                                                                    -------------------------------------------------

      Net gain on investments                                                     9,074,694             37,871,082
                                                                    -------------------------------------------------

      Net increase in net assets resulting from operations                       $8,737,576            $36,946,222
                                                                    =================================================

</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      6
<PAGE>



  American Bar Association Members/ State Street Collective Trust

                         Index Equity Fund


<TABLE>
<CAPTION>

                Statement of Changes in Net Assets
                             Unaudited

                                                                          For the period        For the period
                                                                           July 1, 2003         January 1, 2003
                                                                      to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
Increase in net assets from:
Operations:
<S>                                                                            <C>                    <C>
     Net investment loss                                                          $(337,118)             ($924,860)
     Net realized loss on investments                                            (1,239,194)            (5,857,532)
     Unrealized appreciation of investments during the period                    10,313,888             43,728,614
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                         8,737,576             36,946,222
                                                                    -----------------------------------------------


Participant transactions:
     Proceeds from sales of units                                                12,742,532             34,734,627
     Cost of units redeemed                                                      (2,698,586)            (9,070,438)

     Net increase in net assets resulting from
      participant transactions                                                   10,043,946             25,664,189
                                                                    -----------------------------------------------

            Total increase in net assets                                         18,781,522             62,610,411

Net Assets:
     Beginning of period                                                        263,450,938            219,622,049
                                                                    -----------------------------------------------
     End of period                                                             $282,232,460           $282,232,460
                                                                    ===============================================
Number of units:
    Outstanding-beginning of period                                              11,271,939             10,551,355
         Sold                                                                       529,084              1,558,601
         Redeemed                                                                  (110,752)              (419,685)

    Outstanding-end of period                                                    11,690,271             11,690,271
                                                                    ===============================================
</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      7
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                               Index Equity Fund


<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                   For the period        For the period
                                                                           July 1, 2003         January 1, 2003
                                                                      to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------

<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.00                  $0.00
Expenses                                                                              (0.03)                 (0.09)

                                                                    -----------------------------------------------
Net investment income                                                                 (0.03)                 (0.09)
Net realized and unrealized gain on investments                                        0.80                   3.42

                                                                    -----------------------------------------------
Net increase in unit value                                                             0.77                   3.33
Net asset value at beginning of period                                                23.37                  20.81

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $24.14                 $24.14

                                                                    ===============================================
Ratio of expenses to average net assets*                                              0.49%                  0.51%
Ratio of net investment income to average net assets*                                (0.48%)                (0.50%)
Portfolio turnover**                                                                     1%                     5%
Total return                                                                          3.30%                 15.99%
Number  of  units  outstanding  at  end  of  period (in thousands)                   11,690                 11,690
</TABLE>

--------------------------------------------------------------------
*Annualized
** Not annualized. Reflects purchases and sales of units of the collective
investment fund in which the fund invests, rather than turnover of the
underlying portfolio of such collective investment fund.


  The accompanying notes are an integral part of these financial statements


                                      8
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                            Intermediate Bond Fund


<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
<S>                                                                            <C>
Assets
  Investments, at value (cost $249,112,050)                                    $250,864,524
  Cash                                                                                  118
  Receivable  for  investments  sold                                             10,950,350
  Receivable  for foreign currency sold                                          11,814,005
  Receivable  for  fund  units  sold                                                      0
  Receivable  for futures variation margin                                          298,201
  Dividends  and  interest  receivable                                            1,259,700
  Other  assets                                                                       3,865
                                                                    ------------------------

    Total  assets                                                               275,190,763
                                                                    ------------------------
Liabilities
  Payable for investments purchased                                              21,277,869
  Payable  for foreign currency purchased                                        11,911,153
  Payable for fund units purchased                                                1,643,390
  Accrued expenses                                                                  190,946
  Payable for futures variation margin                                               58,163
  Written options value (Premium $117,346)                                           77,370
  Other liabilities                                                                       0
                                                                    ------------------------

    Total liabilities                                                            35,158,891
                                                                    ------------------------

Net Assets                                                                     $240,031,872
                                                                    ========================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($240,031,872/13,345,002 units outstanding)                                         $17.99
                                                                    ========================
</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      9
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                            Intermediate Bond Fund


<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                              <C>                    <C>
Investment income:
  Dividend income                                                                        $0                     $0
  Interest income                                                                 2,415,910              6,897,664
                                                                    -----------------------------------------------

    Total investment income                                                       2,415,910              6,897,664

Expenses:
  Investment  advisory  fee                                                         176,012                516,858
  State  Street  Bank  &  Trust  Company - program  fee                             185,768                584,458
  American  Bar  Retirement  Association - program  fee                              28,092                 84,806
  Trustee, management and administration fees                                        52,916                153,097
  Other  expenses  and  taxes                                                        32,243                 95,781
                                                                    -----------------------------------------------

    Total expenses                                                                  475,031              1,435,000
                                                                    -----------------------------------------------

    Net investment income                                                         1,940,879              5,462,664
                                                                    -----------------------------------------------

Realized and unrealized gain on investments:
      Net realized gain on investments sold                                         356,202              4,840,524
      Unrealized depreciation of investments during the period                   (3,285,243)            (1,469,057)
                                                                    -----------------------------------------------

      Net gain (loss) on investments                                             (2,929,041)             3,371,467
                                                                    -----------------------------------------------

      Net increase (decrease) in net assets resulting
        from operations                                                           ($988,162)            $8,834,131
                                                                    ===============================================

</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      10
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                            Intermediate Bond Fund


<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                             <C>                    <C>
Increase (decrease) in net assets from:
Operations:
     Net investment income                                                       $1,940,879             $5,462,664
     Net realized gain on investments                                               356,202              4,840,524
     Unrealized depreciation of investments during the period                    (3,285,243)            (1,469,057)
                                                                    -----------------------------------------------
     Net increase (decrease) in net assets resulting
      from operations                                                              (988,162)             8,834,131
                                                                    -----------------------------------------------

Participant transactions:
     Proceeds from sales of units                                                 6,922,880             46,099,463
     Cost of units redeemed                                                     (22,057,981)           (30,829,905)

     Net increase (decrease) in net assets resulting
      from participant transactions                                             (15,135,101)            15,269,558
                                                                    -----------------------------------------------

           Total increase (decrease) in net assets                              (16,123,263)            24,103,689

Net Assets:
     Beginning of period                                                        256,155,135            215,928,183
                                                                    -----------------------------------------------
     End of period                                                             $240,031,872           $240,031,872
                                                                    ===============================================
Number of units:
     Outstanding-beginning of period                                             14,200,425             12,473,074
         Sold                                                                       397,099              2,620,287
         Redeemed                                                                (1,252,522)            (1,748,359)

     Outstanding-end of period                                                   13,345,002             13,345,002
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      11
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                            Intermediate Bond Fund


<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003

                                                                    -----------------------------------------------
<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.18                  $0.51
Expenses                                                                              (0.03)                 (0.11)

                                                                    -----------------------------------------------
Net investment income                                                                  0.15                   0.40
Net realized and unrealized gain (loss) on investments                                (0.20)                  0.28

                                                                    -----------------------------------------------
Net increase (decrease) in unit value                                                 (0.05)                  0.68
Net asset value at beginning of period                                                18.04                  17.31

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $17.99                 $17.99

                                                                    ===============================================
Ratio of expenses to average net assets*                                              0.78%                  0.80%
Ratio of net investment income to average net assets*                                 3.18%                  3.06%
Portfolio turnover**                                                                    90%                   378%
Total return                                                                         (0.28%)                 3.90%
Number  of  units  outstanding  at  end  of  period (in thousands)                   13,345                 13,345
</TABLE>

--------------------------------------------------------------------
*Annualized
**Not annualized



  The accompanying notes are an integral part of these financial statements

                                      12
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           International Equity Fund


<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
<S>                                                                            <C>
Assets
  Investments, at value (cost $85,960,492)                                     $100,258,154
  Cash                                                                                4,345
  Receivable  for  investments  sold                                                 11,838
  Receivable  for  foreign currency sold                                            824,134
  Receivable  for  fund  units  sold                                                 34,110
  Dividends  and  interest  receivable                                              215,404
  Other  assets                                                                      77,509
                                                                    ------------------------

       Total  assets                                                            101,425,494
                                                                    ------------------------
Liabilities
  Payable for investments purchased                                                 827,021
  Payable for foreign currency purchased                                            824,134
  Payable for fund units purchased                                                  810,201
  Accrued expenses                                                                   84,320
  Other liabilities                                                                  16,253
                                                                    ------------------------

       Total liabilities                                                          2,561,929
                                                                    ------------------------

Net Assets                                                                      $98,863,565
                                                                    ========================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($98,863,565/6,325,892 units outstanding)                                           $15.63
                                                                    ========================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      13
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           International Equity Fund


<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                         For the period         For the period
                                                                          July 1, 2003          January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    ------------------------------------------------
<S>                                                                              <C>                   <C>
Investment income:
   Dividend income(net of taxes withheld $207,786)                                 $486,057             $2,000,437
   Interest income                                                                    6,619                 26,846
                                                                    -----------------------------------------------

      Total investment income                                                       492,676              2,027,283

Expenses:
   Investment  advisory  fee                                                        150,555                302,022
   State Street Bank & Trust Company - program  fee                                  73,674                209,436
   American Bar Retirement Association - program fee                                 11,136                 30,487
   Trustee, management and administration fees                                       30,666                 55,012
   Other expenses                                                                     3,123                 24,788
                                                                    -----------------------------------------------

      Total expenses                                                                269,154                621,745
                                                                    -----------------------------------------------

      Net investment income                                                         223,522              1,405,538
                                                                    -----------------------------------------------

Realized and unrealized gain (loss) on investments:
      Net realized gain (loss) on investments sold                                1,099,963            (12,604,938)
      Unrealized appreciation of investments during the period                    4,242,131             23,660,936
                                                                    -----------------------------------------------

      Net gain on investments                                                     5,342,094             11,055,998
                                                                    -----------------------------------------------

      Net increase in net assets resulting from operations                       $5,565,616            $12,461,536
                                                                    ===============================================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      14
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                           International Equity Fund


<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                          For the period        For the period
                                                                           July 1, 2003         January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                             <C>                    <C>
Increase in net assets from:
Operations:
     Net investment income                                                         $223,522             $1,405,538
     Net realized gain (loss) on investments                                      1,099,963            (12,604,938)
     Unrealized appreciation of investments during the period                     4,242,131             23,660,936
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                         5,565,616             12,461,536
                                                                    -----------------------------------------------

Participant transactions:
     Proceeds from sales of units                                                11,260,926             77,346,199
     Cost of units redeemed                                                      (8,783,164)           (69,183,906)

     Net increase in net assets resulting from participant
       transactions                                                               2,477,762              8,162,293
                                                                    -----------------------------------------------
           Total increase in net assets                                           8,043,378             20,623,829

Net Assets:
     Beginning of period                                                         90,820,187             78,239,736
                                                                    -----------------------------------------------
     End of period                                                              $98,863,565            $98,863,565
                                                                    ===============================================
Number of units:
     Outstanding-beginning of period                                              6,160,133              5,710,177
          Sold                                                                      743,136              5,745,489
          Redeemed                                                                 (577,377)            (5,129,774)

     Outstanding-end of period                                                    6,325,892              6,325,892
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      15
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           International Equity Fund


<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period           For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003

                                                                    -----------------------------------------------
<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.08                  $0.33
Expenses                                                                              (0.04)                 (0.10)

                                                                    -----------------------------------------------
Net investment income                                                                  0.04                   0.23
Net realized and unrealized gain on investments                                        0.85                   1.70

                                                                    -----------------------------------------------
Net increase in unit value                                                             0.89                   1.93
Net asset value at beginning of period                                                14.74                  13.70

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $15.63                 $15.63

                                                                    ===============================================
Ratio of expenses to average net assets*                                              1.11%                  0.97%
Ratio of net investment income to average net assets*                                 0.92%                  2.18%
Portfolio turnover**                                                                     5%                   146%
Total return                                                                          6.00%                 14.06%
Number of units outstanding at end of period (in thousands)                           6,326                  6,326

</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized. With respect to the portion of the fund's assets invested
in a registered investment company, reflects purchases and sales of the
registered investment company in which the fund invests, rather than turnover
of the underlying portfolio of such registered investment company.



  The accompanying notes are an integral part of these financial statements

                                      16
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                         Large-Cap Growth Equity Fund


<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
<S>                                                                            <C>
Assets
   Investments, at value (cost $723,563,937)                                   $775,877,418
   Receivable  for  investments  sold                                               877,567
   Receivable  for  fund  units  sold                                               589,329
   Dividends  and  interest  receivable                                             463,207
   Other  assets                                                                     11,731
                                                                    ------------------------

     Total  assets                                                             777,819,252
                                                                    ------------------------
Liabilities
   Payable for investments purchased                                                568,814
   Payable for fund units purchased                                                       0
   Payable to Custodian                                                              72,751
   Accrued expenses                                                                 620,593
   Other liabilities                                                                  7,984
                                                                    ------------------------

     Total liabilities                                                            1,270,142
                                                                    ------------------------

Net Assets                                                                     $776,549,110
                                                                    ========================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($776,549,110/19,779,766 units outstanding)                                         $39.26
                                                                    ========================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      17
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                         Large-Cap Growth Equity Fund


<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                         For the period          For the period
                                                                          July 1, 2003          January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                             <C>                   <C>
Investment income:
   Dividend income(net of taxes withheld $30,520)                                $1,560,662             $4,461,709
   Interest income                                                                   28,065                 83,293
   Securities Lending income                                                          3,478                  7,966
                                                                    -----------------------------------------------

     Total investment income                                                     1,592,205              4,552,968

Expenses:
   Investment  advisory  fee                                                        358,790                997,007
   State  Street  Bank  &  Trust  Company - program  fee                            597,802              1,753,548
   American  Bar  Retirement  Association - program  fee                             90,370                255,027
   Trustee, management and administration fees                                      169,382                460,208
   Other  expenses                                                                  104,753                288,808
                                                                    -----------------------------------------------

     Total expenses                                                               1,321,097              3,754,598

     Net investment income                                                          271,108                798,370
                                                                    -----------------------------------------------

Realized and unrealized loss on investments:
     Net realized loss on investments sold                                       (2,881,654)           (17,535,859)
     Unrealized appreciation of investments during the period                    26,808,780            135,041,823
                                                                    -----------------------------------------------

     Net gain on investments                                                     23,927,126            117,505,964
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                       $24,198,234           $118,304,334
                                                                    ===============================================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      18
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                         Large-Cap Growth Equity Fund


<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                            <C>                    <C>
Increase in net assets from:
Operations:
     Net investment income                                                         $271,108               $798,370
     Net realized loss on investments                                            (2,881,654)           (17,535,859)
     Unrealized appreciation of investments during the period                    26,808,780            135,041,823
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                        24,198,234            118,304,334
                                                                    -----------------------------------------------

Participant transactions:
     Proceeds from sales of units                                                10,244,773             32,106,096
     Cost of units redeemed                                                     (11,036,528)           (46,940,454)

     Net decrease in net assets resulting from
      participant transactions                                                     (791,755)           (14,834,358)
                                                                    -----------------------------------------------

          Total increase in net assets                                           23,406,479            103,469,976

Net Assets:
     Beginning of period                                                        753,142,631            673,079,134
                                                                    -----------------------------------------------
     End of period                                                             $776,549,110           $776,549,110
                                                                    ===============================================

Number of units:
     Outstanding-beginning of period                                             19,799,906             20,241,073
         Sold                                                                       260,216                877,592
         Redeemed                                                                  (280,356)            (1,338,899)

     Outstanding-end of period                                                   19,779,766             19,779,766
                                                                    ===============================================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      19
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                         Large-Cap Growth Equity Fund


<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003

                                                                    -----------------------------------------------
<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.08                  $0.23
Expenses                                                                              (0.07)                 (0.19)

                                                                    -----------------------------------------------
Net investment income                                                                  0.01                   0.04
Net realized and unrealized gain on investments                                        1.21                   5.97

                                                                    -----------------------------------------------
Net increase in unit value                                                             1.22                   6.01
Net asset value at beginning of period                                                38.04                  33.25

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $39.26                 $39.26

                                                                    ===============================================
Ratio of expenses to average net assets*                                              0.67%                  0.70%
Ratio of net investment income to average net assets*                                 0.14%                  0.15%
Portfolio turnover**                                                                     5%                    14%
Total return                                                                          3.21%                 18.06%
Number  of  units  outstanding  at  end  of  period (in thousands)                   19,780                 19,780

</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized. Reflects purchases and sales of units of the collective
investment fund in which the fund invests, rather than turnover of the
underlying portfolio of such collective investment fund.



  The accompanying notes are an integral part of these financial statements

                                      20
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                          Large-Cap Value Equity Fund

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
<S>                                                                            <C>
Assets
  Investments, at value (cost $239,604,256)                                    $246,175,672
  Cash                                                                                3,604
  Receivable  for  investments  sold                                              3,093,654
  Receivable  for  fund  units  sold                                                235,308
  Dividends  and  interest  receivable                                              343,859
  Other assets                                                                       3,693
                                                                    ------------------------

     Total  assets                                                              249,855,790
                                                                    ------------------------

Libilities
  Payable for investments purchased                                                 945,104
  Payable for fund units purchased                                                1,036,009
  Accrued expenses                                                                  128,825
  Other liabilities                                                                     700
                                                                    ------------------------

     Total liabilities                                                            2,110,638
                                                                    ------------------------

Net Assets                                                                     $247,745,152
                                                                    ========================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($247,745,152/9,477,871 units outstanding)                                          $26.14
                                                                    ========================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      21
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                          Large-Cap Value Equity Fund


<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                              <C>                   <C>
Investment income:
   Dividend income                                                               $1,078,974             $3,264,123
   Interest income                                                                   26,616                 56,271
   Securities Lending income                                                            805                  3,511
                                                                    -----------------------------------------------

     Total investment income                                                      1,106,395              3,323,905

Expenses:
   Investment  advisory  fee                                                        140,617                388,121
   State  Street  Bank  &  Trust  Company - program  fee                            189,223                544,533
   American  Bar  Retirement  Association - program  fee                             28,606                 79,246
   Trustee, management and administration fees                                       53,551                142,985
   Other  expenses                                                                   33,221                 89,915
                                                                    -----------------------------------------------

     Total expenses                                                                 445,218              1,244,800
                                                                    -----------------------------------------------

     Net investment income                                                          661,177              2,079,105
                                                                    -----------------------------------------------

Realized and unrealized gain (loss) on investments:
     Net realized loss on investments sold                                       (1,118,882)            (6,443,045)
     Unrealized appreciation of investments during the period                     7,002,726             34,032,248
                                                                    -----------------------------------------------

     Net gain on investments                                                      5,883,844             27,589,203
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                        $6,545,021            $29,668,308
                                                                    ===============================================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      22
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                          Large-Cap Value Equity Fund


<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                         For the period         For the period
                                                                          July 1, 2003          January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                            <C>                    <C>
Increase in net assets from:
Operations:
     Net investment income                                                         $661,177             $2,079,105
     Net realized loss on investments                                            (1,118,882)            (6,443,045)
     Unrealized appreciation of investments during the period                     7,002,726             34,032,248
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                         6,545,021             29,668,308
                                                                    -----------------------------------------------

Participant transactions:
     Proceeds from sales of units                                                18,437,508             58,470,867
     Cost of units redeemed                                                     (13,504,238)           (44,850,923)

     Net increase in net assets resulting from
       participant transactions                                                   4,933,270             13,619,944
                                                                    -----------------------------------------------

          Total increase in net assets                                           11,478,291             43,288,252

Net Assets:
     Beginning of period                                                        236,266,861            204,456,900
                                                                    -----------------------------------------------
     End of period                                                             $247,745,152           $247,745,152
                                                                    ===============================================
Number of units:
     Outstanding-beginning of period                                              9,288,601              8,936,013
       Sold                                                                         704,988              2,376,512
       Redeemed                                                                    (515,718)            (1,834,654)

     Outstanding-end of period                                                    9,477,871              9,477,871
                                                                    ===============================================

</TABLE>


  The accompanying notes are an integral part of these financial statements

                                      23
<PAGE>




        American Bar Association Members/ State Street Collective Trust

                          Large-Cap Value Equity Fund


<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                  For the period         For the period
                                                                          July 1, 2003          January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------

<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.12                  $0.36
Expenses                                                                              (0.05)                 (0.14)

                                                                    -----------------------------------------------
Net investment income                                                                  0.07                   0.22
Net realized and unrealized gain on investments                                        0.63                   3.04

                                                                    -----------------------------------------------
Net increase in unit value                                                             0.70                   3.26
Net asset value at beginning of period                                                25.44                  22.88

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $26.14                 $26.14

                                                                    ===============================================
Ratio of expenses to average net assets*                                              0.72%                  0.74%
Ratio of net investment income to average net assets*                                 1.07%                  1.24%
Portfolio turnover**                                                                    11%                    23%
Total return                                                                          2.76%                 14.24%
Number  of  units  outstanding  at  end  of  period (in thousands)                    9,478                  9,478

</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized. Reflects purchases and sales of units of the collective
investment fund in which the fund invests, rather than turnover of the
underlying portfolio of such collective investment fund.



  The accompanying notes are an integral part of these financial statements

                                      24
<PAGE>



        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                        September 30, 2003
                                                                     -----------------------
<S>                                                                             <C>
Assets
  Investments, at value (cost $25,178,757)                                      $27,822,387
  Cash                                                                                2,839
  Receivable  for  investments  sold                                                502,239
  Receivable  for  fund  units  sold                                                183,111
  Dividends  and  interest  receivable                                                7,375
  Other  assets                                                                         262
                                                                     -----------------------

     Total  assets                                                               28,518,213
                                                                     -----------------------

Liabilities
  Payable for investments purchased                                                 594,101
  Payable for fund units purchased                                                    5,860
  Accrued expenses                                                                   47,145
  Other liabilities                                                                       0
                                                                     -----------------------

     Total liabilities                                                              647,106
                                                                     -----------------------

Net Assets                                                                      $27,871,107
                                                                     =======================


Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($27,871,107/1,857,528 units outstanding)                                           $15.00
                                                                     =======================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      25
<PAGE>



        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003          January 1, 2003
                                                                    to September 30, 2003   to September 30, 2003
                                                                   ------------------------------------------------
<S>                                                                              <C>                    <C>
Investment income:
   Dividend income                                                                  $16,192                $26,460
   Interest income                                                                    5,370                 10,278
                                                                   ------------------------------------------------

     Total investment income                                                         21,562                 36,738

Expenses:
   Investment  advisory  fee                                                         37,822                 76,042
   State  Street  Bank  &  Trust  Company - program  fee                             17,746                 37,428
   American  Bar  Retirement  Association - program  fee                              2,679                  5,500
   Trustee, management and administration fees                                        4,925                  9,910
   Other  expenses                                                                    3,222                  6,371
                                                                   ------------------------------------------------

     Total expenses                                                                  66,394                135,251
                                                                   ------------------------------------------------

     Net investment loss                                                            (44,832)               (98,513)
                                                                   ------------------------------------------------

Realized and unrealized loss on investments:
     Net realized gain on investments sold                                        1,088,398              1,664,405
     Unrealized appreciation of investments during the period                       649,775              2,426,814
                                                                   ------------------------------------------------

     Net gain on investments                                                      1,738,173              4,091,219
                                                                   ------------------------------------------------

     Net increase in net assets resulting from operations                        $1,693,341             $3,992,706
                                                                   ================================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      26
<PAGE>




        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund

<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003          January 1, 2003
                                                                    to September 30, 2003   to September 30, 2003
                                                                   ------------------------------------------------
<S>                                                                             <C>                    <C>
Increase (decrease) in net assets from:
Operations:
     Net investment loss                                                           ($44,832)              ($98,513)
     Net realized gain on investments                                             1,088,398              1,664,405
     Unrealized appreciation of investments during the period                       649,775              2,426,814
                                                                   ------------------------------------------------

     Net increase in net assets resulting from operations                         1,693,341              3,992,706
                                                                   ------------------------------------------------


Participant transactions:
     Proceeds from sales of units                                                10,502,314             18,607,923
     Cost of units redeemed                                                      (1,224,596)            (3,296,116)

     Net increase in net assets resulting from
      participant transactions                                                    9,277,718             15,311,807
                                                                   ------------------------------------------------

            Total increase in net assets                                         10,971,059             19,304,513

Net Assets:
     Beginning of period                                                         16,900,048              8,566,594
                                                                   ------------------------------------------------
     End of period                                                              $27,871,107            $27,871,107
                                                                   ================================================

Number of units:
     Outstanding-beginning of period                                              1,234,172                753,447
       Sold                                                                         703,410              1,357,364
       Redeemed                                                                     (80,054)              (253,283)

     Outstanding-end of period                                                    1,857,528              1,857,528
                                                                   ================================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      27
<PAGE>



        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund

<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period           For the period
                                                                         July 1, 2003           January 1, 2003
                                                                    to September 30, 2003    to September 30, 2003

                                                                   ------------------------------------------------
<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.01                  $0.03
Expenses                                                                              (0.05)                 (0.12)

                                                                   ------------------------------------------------
Net investment loss                                                                   (0.04)                 (0.09)
Net realized and unrealized gain on investments                                        1.35                   3.72

                                                                   ------------------------------------------------
Net increase in unit value                                                             1.31                   3.63
Net asset value at beginning of period                                                13.69                  11.37

                                                                   ------------------------------------------------

Net asset value at end of period                                                     $15.00                 $15.00

                                                                   ================================================
Ratio of expenses to average net assets*                                              1.14%                  1.15%
Ratio of net investment income to average net assets*                                (0.77%)                (0.84%)
Portfolio turnover**                                                                    37%                   119%
Total return                                                                          9.56%                 31.97%
Number of units outstanding at end of period (in thousands)                           1,858                  1,858

</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized.



  The accompanying notes are an integral part of these financial statements

                                      28
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Mid-Cap Value Equity Fund

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
Assets
<S>                                                                             <C>
  Investments, at value (cost $22,830,150)                                      $25,400,588
  Cash                                                                                1,622
  Receivable  for  investments  sold                                                      0
  Receivable  for  fund  units  sold                                                 57,326
  Dividends  and  interest  receivable                                               21,150
  Other  assets                                                                         237
                                                                    ------------------------

       Total  assets                                                             25,480,923
                                                                    ------------------------

Liabilities
  Payable for investments purchased                                                 161,593
  Payable for fund units purchased                                                   48,380
  Accrued expenses                                                                   22,465
  Other liabilities                                                                       0
                                                                    ------------------------

       Total liabilities                                                            232,438
                                                                    ------------------------


Net Assets                                                                      $25,248,485
                                                                    ========================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($25,248,485/2,193,637 units outstanding)                                           $11.51
                                                                    ========================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      29
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Mid-Cap Value Equity Fund

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                    to September 30, 2003    to September 30, 2003
                                                                   ------------------------------------------------
<S>                                                                                <C>                  <C>
Investment income:
  Dividend income                                                                   $54,925               $118,218
  Interest income                                                                     5,447                 12,765
                                                                   ------------------------------------------------

     Total investment income                                                         60,372                130,983

Expenses:
  Investment  advisory  fee                                                          39,223                 83,348
  State  Street  Bank  &  Trust  Company - program  fee                              16,509                 36,200
  American  Bar  Retirement  Association - program  fee                               2,493                  5,316
  Trustee, management and administration fees                                         4,593                  9,581
  Other expenses                                                                      2,985                  6,135
                                                                   ------------------------------------------------

     Total expenses                                                                  65,803                140,580
                                                                   ------------------------------------------------

     Net investment loss                                                             (5,431)                (9,597)
                                                                   ------------------------------------------------

Realized and unrealized loss on investments:
     Net realized gain (loss) on investments sold                                   117,220                 (3,149)
     Unrealized appreciation of investments during the period                       648,830              2,729,612
                                                                   ------------------------------------------------

     Net gain on investments                                                        766,050              2,726,463
                                                                   ------------------------------------------------

     Net increase in net assets resulting from operations                          $760,619             $2,716,866
                                                                   ================================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      30
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Mid-Cap Value Equity Fund

<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                    to September 30, 2003    to September 30, 2003
                                                                   ------------------------------------------------
<S>                                                                             <C>                    <C>
Increase (decrease) in net assets from:
Operations:
     Net investment loss                                                            ($5,431)               ($9,597)
     Net realized gain (loss) on investments                                        117,220                 (3,149)
     Unrealized appreciation of investments during the period                       648,830              2,729,612
                                                                   ------------------------------------------------

     Net increase in net assets resulting from operations                           760,619              2,716,866
                                                                   ------------------------------------------------


Participant transactions:
     Proceeds from sales of units                                                 8,914,376             15,691,716
     Cost of units redeemed                                                      (1,051,852)            (2,086,442)

     Net increase in net assets resulting from
      participant transactions                                                    7,862,524             13,605,274
                                                                   ------------------------------------------------

            Total increase in net assets                                          8,623,143             16,322,140

Net Assets:
     Beginning of period                                                         16,625,342              8,926,345
                                                                   ------------------------------------------------
     End of period                                                              $25,248,485            $25,248,485
                                                                   ================================================

Number of units:
     Outstanding-beginning of period                                              1,501,946                912,372
       Sold                                                                         782,680              1,475,465
       Redeemed                                                                     (90,989)              (194,200)

     Outstanding-end of period                                                    2,193,637              2,193,637
                                                                   ================================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      31
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Mid-Cap Value Equity Fund

<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                   For the period          For the period
                                                                           July 1, 2003           January 1, 2003
                                                                      to September 30, 2003    to September 30, 2003
                                                                     ------------------------------------------------

<S>                                                                                   <C>                    <C>
Investment income                                                                     $0.03                  $0.09
Expenses                                                                              (0.04)                 (0.10)

                                                                     ----------------------------------------------
Net investment loss                                                                   (0.01)                 (0.01)
Net realized and unrealized gain on investments                                        0.45                   1.74

                                                                     ----------------------------------------------
Net increase in unit value                                                             0.44                   1.73
Net asset value at beginning of period                                                11.07                   9.78

                                                                     ----------------------------------------------

Net asset value at end of period                                                     $11.51                 $11.51

                                                                     ==============================================
Ratio of expenses to average net assets*                                              1.21%                  1.24%
Ratio of net investment income to average net assets*                                (0.10%)                (0.08%)
Portfolio turnover**                                                                     3%                    13%
Total return                                                                          3.98%                 17.65%

Number of units outstanding at end of period (in thousands)                           2,194                  2,194

</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized.


  The accompanying notes are an integral part of these financial statements

                                      32
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                             Small-Cap Equity Fund

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
<S>                           <C>                                              <C>
Assets
  Investments, at value (cost $265,288,651)                                    $284,755,985
  Cash                                                                               17,880
  Receivable  for  investments  sold                                                795,267
  Receivable  for  fund  units  sold                                                323,702
  Dividends  and  interest  receivable                                              149,108
  Other  assets                                                                       4,621
                                                                    ------------------------

     Total  assets                                                              286,046,563
                                                                    ------------------------

Liabilities
  Payable for investments purchased                                               1,239,120
  Payable for fund units purchased                                                        0
  Accrued expenses                                                                  401,056
  Other liabilities                                                                       0
                                                                    ------------------------

     Total liabilities                                                            1,640,176
                                                                    ------------------------


Net Assets                                                                     $284,406,387
                                                                    ========================


Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($284,406,387/5,348,694 units outstanding)                                          $53.17
                                                                    ========================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      33
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                             Small-Cap Equity Fund

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                             <C>                    <C>
Investment income:
  Dividend income                                                                  $426,906             $1,355,060
  Interest income                                                                    44,632                130,009
                                                                    -----------------------------------------------

     Total investment income                                                        471,538              1,485,069

Expenses:
  Investment  advisory  fee                                                         307,055                800,605
  State  Street  Bank  &  Trust  Company - program  fee                             217,476                598,657
  American  Bar  Retirement  Association - program  fee                              32,868                 87,230
  Trustee, management and administration fees                                        61,356                157,371
  Other  expenses                                                                    38,397                 99,249
                                                                    -----------------------------------------------

     Total expenses                                                                 657,152              1,743,112
                                                                    -----------------------------------------------

     Net investment loss                                                           (185,614)              (258,043)
                                                                    -----------------------------------------------

Realized and unrealized loss on investments:
     Net realized gain (loss) on investments sold                                   790,712            (15,854,806)
     Unrealized appreciation of investments during the period                    15,548,198             69,402,704
                                                                    -----------------------------------------------

     Net gain on investments                                                     16,338,910             53,547,898
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                       $16,153,296            $53,289,855
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      34
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                             Small-Cap Equity Fund

<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                            <C>                    <C>
Increase (decrease) in net assets from:
Operations:
     Net investment loss                                                          $(185,614)             $(258,043)
     Net realized gain (loss) on investments                                        790,712            (15,854,806)
     Unrealized appreciation of investments during the period                    15,548,198             69,402,704
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                        16,153,296             53,289,855
                                                                    -----------------------------------------------


Participant transactions:
     Proceeds from sales of units                                                 9,817,471             19,200,004
     Cost of units redeemed                                                      (3,074,768)           (11,384,341)

     Net increase in net assets resulting from
      participant transactions                                                    6,742,703              7,815,663
                                                                    -----------------------------------------------

               Total increase in net assets                                      22,895,999             61,105,518

Net Assets:
     Beginning of period                                                        261,510,388            223,300,869
                                                                    -----------------------------------------------
     End of period                                                             $284,406,387           $284,406,387
                                                                    ===============================================

Number of units:
     Outstanding-beginning of period                                              5,221,289              5,207,132
          Sold                                                                      184,078                395,022
          Redeemed                                                                  (56,673)              (253,460)

     Outstanding-end of period                                                    5,348,694              5,348,694
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      35
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                             Small-Cap Equity Fund

<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------

<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.09                  $0.28
Expenses                                                                              (0.12)                 (0.33)

                                                                    -----------------------------------------------
Net investment loss                                                                   (0.03)                 (0.05)
Net realized and unrealized gain on investments                                        3.11                  10.34

                                                                    -----------------------------------------------
Net increase in unit value                                                             3.08                  10.29
Net asset value at beginning of period                                                50.09                  42.88

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $53.17                 $53.17

                                                                    ===============================================
Ratio of expenses to average net assets*                                              0.92%                  0.95%
Ratio of net investment income to average net assets*                                (0.26%)                (0.14%)
Portfolio turnover**                                                                     8%                    31%
Total return                                                                          6.17%                 23.99%

Number of units outstanding at end of period (in thousands)                           5,349                  5,349

</TABLE>

------------------------------------------------------------------------------
*Annualized
**Not annualized



  The accompanying notes are an integral part of these financial statements

                                      36
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Stable Asset Return Fund

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited



                                                                      September 30, 2003
                                                                    ------------------------
Assets
<S>                                                                            <C>
  Investments, at value (cost  $918,110,971)                                   $918,110,971
  Cash                                                                            2,632,110
  Interest  Receivable                                                                    0
  Receivable  for  fund  units  sold                                                110,308
  Other  assets                                                                      14,961
                                                                    ------------------------

     Total  assets                                                              920,868,350
                                                                    ------------------------


Liabilities
  Payable for investments purchased                                               2,632,109
  Payable for fund units purchased                                                  940,579
  Accrued expenses                                                                  295,434
  Dividends Payable                                                                       0
                                                                    ------------------------

     Total liabilities                                                            3,868,122
                                                                    ------------------------

Net Assets                                                                     $917,000,228
                                                                    ========================


Net asset value, redemption price and offering price per
unit of beneficial interest
($917,000,228/32,167,779 units outstanding)                                    $      28.51
                                                                    ========================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      37
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Stable Asset Return Fund

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                              <C>                   <C>

Interest income                                                                  $8,298,797            $25,740,721
                                                                    -----------------------------------------------

Expenses:
   State  Street  Bank  &  Trust  Company - program  fee                            708,734              2,258,715
   American  Bar  Retirement  Association - program  fee                            107,165                327,315
   Trustee, management and administration fees                                      202,023                590,827
   Other  expenses  and  taxes                                                      122,938                369,763
                                                                    -----------------------------------------------

     Total expenses                                                               1,140,860              3,546,620
                                                                    -----------------------------------------------

     Net investment income                                                       $7,157,937            $22,194,101
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      38
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Stable Asset Return Fund

<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                            <C>                    <C>
Increase in net assets from:
Operations:
     Net investment income and net increase in net
     assets resulting from operations                                             7,157,937             22,194,101
                                                                    -----------------------------------------------


Participant transactions:
     Proceeds from sales of units                                                32,845,784            135,151,249
     Cost of units redeemed                                                     (49,373,987)          (131,687,200)

     Net increase (decrease) in net assets resulting from
     participant transactions                                                   (16,528,203)             3,464,049
                                                                    -----------------------------------------------

               Total increase(decrease) in net assets                            (9,370,266)            25,658,150
                                                                    -----------------------------------------------


Net Assets:
     Beginning of period                                                        926,370,494            891,342,078
                                                                    -----------------------------------------------
     End of period                                                             $917,000,228           $917,000,228
                                                                    ===============================================

Number of units:
     Outstanding-beginning of period                                             32,749,474             32,030,109
          Sold                                                                    1,156,709              4,806,178
          Redeemed                                                               (1,738,404)            (4,668,508)

     Outstanding-end of period                                                   32,167,779             32,167,779
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      39
<PAGE>



        American Bar Association Members/ State Street Collective Trust

                           Stable Asset Return Fund

<TABLE>
<CAPTION>

                           Per-Unit Data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------

<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.26                  $0.79
Expenses                                                                              (0.04)                 (0.11)
                                                                    -----------------------------------------------

Net investment income                                                                  0.22                   0.68
Net realized and unrealized gain on investments                                        0.00                   0.00
                                                                    -----------------------------------------------

Net increase in unit value                                                             0.22                   0.68
Net asset value at beginning of period                                                28.29                  27.83
                                                                    -----------------------------------------------

Net asset value at end of period                                                     $28.51                 $28.51
                                                                    ===============================================


Ratio of expenses to average net assets*                                              0.49%                  0.51%
Ratio of net investment income to average net assets*                                 3.08%                  3.22%
Total return                                                                          0.78%                  2.44%
Number of units outstanding at end of period (in thousands)                          32,168                 32,168
</TABLE>

----------------------------------------------------------------
*Annualized



  The accompanying notes are an integral part of these financial statements

                                      40
<PAGE>



        American Bar Association Members/ State Street Collective Trust

             Structured Portfolio Service- Conservative Portfolio

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                        September 30, 2003
                                                                      ----------------------
<S>                                                                             <C>
Assets
     Investments, at value (cost $42,765,930)                                   $46,281,194
     Cash                                                                                 0
     Receivable  for  investments  sold                                             327,173
     Receivable  for  fund  units  sold                                                   0
     Dividends  and  interest  receivable                                                 0
     Other  assets                                                                        0
                                                                      ----------------------

          Total  assets                                                          46,608,367
                                                                      ----------------------

Liabilities
     Payable for investments purchased                                              321,012
     Payable for fund units purchased                                                 6,161
     Accrued expenses                                                                     0
     Other liabilities                                                                    0
                                                                      ----------------------

          Total liabilities                                                         327,173
                                                                      ----------------------


Net Assets                                                                      $46,281,194
                                                                      ======================


Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($46,281,194/2,688,427 units outstanding)                                           $17.21
                                                                      ======================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      41
<PAGE>



        American Bar Association Members/ State Street Collective Trust

             Structured Portfolio Service- Conservative Portfolio

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                          For the period        For the period
                                                                           July 1, 2003         January 1, 2003
                                                                       to September 30, 2003 to September 30, 2003
                                                                       --------------------------------------------
<S>                                                                                <C>                  <C>
Investment income:
   Dividend income                                                                       $0                     $0
   Interest income                                                                        0                      0
                                                                       --------------------------------------------

     Total investment income                                                              0                      0

Expenses:
   Investment  advisory  fee                                                              0                      0
   State  Street  Bank  &  Trust  Company - program  fee                                  0                      0
   American  Bar  Retirement  Association - program  fee                                  0                      0
   Trustee, management and administration fees                                            0                      0
   Other  expenses                                                                        0                      0

     Total expenses                                                                       0                      0
                                                                       --------------------------------------------

     Net investment income                                                                0                      0
                                                                       --------------------------------------------

Realized and unrealized gain (loss) on investments:
     Net realized gain (loss) on investments sold                                    19,087               (245,787)
     Unrealized appreciation of investments during the period                       643,074              3,369,705
                                                                       --------------------------------------------

     Net gain on investments                                                        662,161              3,123,918
                                                                       --------------------------------------------

     Net increase in net assets resulting from operations                          $662,161             $3,123,918
                                                                       ============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      42
<PAGE>



     American Bar Association Members/ State Street Collective Trust

           Structured Portfolio Service- Conservative Portfolio

<TABLE>
<CAPTION>

                    Statement of Changes in Net Assets
                                Unaudited

                                                                          For the period         For the period
                                                                           July 1, 2003          January 1, 2003
                                                                       to September 30, 2003  to September 30, 2003
                                                                       --------------------------------------------
<S>                                                                             <C>                    <C>
Increase (decrease) in net assets from:
Operations:
     Net investment income                                                               $0                     $0
     Net realized gain (loss) on investments                                         19,087               (245,787)
     Unrealized appreciation of investments during the period                       643,074              3,369,705
                                                                       --------------------------------------------

     Net increase in net assets resulting from operations                           662,161              3,123,918
                                                                       --------------------------------------------

Participant transactions:
     Proceeds from sales of units                                                 2,821,425             11,589,313
     Cost of units redeemed                                                        (558,505)            (2,797,482)

     Net increase in net assets resulting from
      participant transactions                                                    2,262,920              8,791,831
                                                                       --------------------------------------------

           Total increase in net assets                                           2,925,081             11,915,749

Net Assets:
     Beginning of period                                                         43,356,113             34,365,445
                                                                       --------------------------------------------
     End of period                                                              $46,281,194            $46,281,194
                                                                       ============================================

Number of units:
     Outstanding-beginning of period                                              2,555,423              2,148,004
          Sold                                                                      165,807                709,178
          Redeemed                                                                  (32,803)              (168,755)

     Outstanding-end of period                                                    2,688,427              2,688,427
                                                                       ============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      43
<PAGE>



        American Bar Association Members/ State Street Collective Trust

             Structured Portfolio Service- Conservative Portfolio

<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                   For the period         For the period
                                                                           July 1, 2003          January 1, 2003
                                                                       to September 30, 2003  to September 30, 2003
                                                                       --------------------------------------------
<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.00                  $0.00
Expenses                                                                               0.00                   0.00

                                                                       --------------------------------------------
Net investment income                                                                  0.00                   0.00
Net realized and unrealized gain on investments                                        0.24                   1.21

                                                                       --------------------------------------------
Net increase in unit value                                                             0.24                   1.21
Net asset value at beginning of period                                                16.97                  16.00

                                                                       --------------------------------------------

Net asset value at end of period                                                     $17.21                 $17.21

                                                                       ============================================
Ratio of expenses to average net assets* +                                            0.00%                  0.00%
Ratio of net investment income to average net assets*                                 0.00%                  0.00%
Portfolio turnover**                                                                     3%                    14%
Total return                                                                          1.47%                  7.60%
Number of units outstanding at end of period (in thousands)                           2,688                  2,688
</TABLE>

---------------------------------------------------------------------------
*Annualized
** Not annualized. Reflects purchases and sales of units of the funds in which
the portfolio invests rather than the turnover of such underlying funds.
+ Expenses includes only those expenses charged directly to the Portfolio, and
does not include expenses charged to the funds in which the Portfolio invests.



  The accompanying notes are an integral part of these financial statements

                                      44
<PAGE>



        American Bar Association Members/ State Street Collective Trust

               Structured Portfolio Service- Moderate Portfolio

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited

                                                                       September 30, 2003
                                                                    ------------------------
Assets
<S>                                                                            <C>
  Investments, at value (cost $139,105,110)                                    $142,363,754
  Cash                                                                                    0
  Receivable  for  investments  sold                                              1,433,171
  Receivable  for  fund  units  sold                                                      0
  Dividends  and  interest  receivable                                                    0
  Other  assets                                                                           0
                                                                    ------------------------

     Total  assets                                                              143,796,925
                                                                    ------------------------

Liabilities
  Payable for investments purchased                                               1,141,732
  Payable for fund units purchased                                                  291,439
  Accrued expenses                                                                        0
  Other liabilities                                                                       0
                                                                    ------------------------

     Total liabilities                                                            1,433,171
                                                                    ------------------------

Net Assets                                                                     $142,363,754
                                                                    ========================


Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($ 142,363,754/8,185,210 units outstanding)                                         $17.39
                                                                    ========================

</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      45
<PAGE>



        American Bar Association Members/ State Street Collective Trust

               Structured Portfolio Service- Moderate Portfolio

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                              <C>                   <C>
Investment income:
   Dividend income                                                                       $0                     $0
   Interest income                                                                        0                      0
                                                                    -----------------------------------------------

     Total investment income                                                              0                      0

Expenses:
   Investment  advisory  fee                                                              0                      0
   State  Street  Bank  &  Trust  Company - program  fee                                  0                      0
   American  Bar  Retirement  Association - program  fee                                  0                      0
   Trustee, management and administration fees                                            0                      0
   Other  expenses                                                                        0                      0
                                                                    -----------------------------------------------

     Total expenses                                                                       0                      0
                                                                    -----------------------------------------------

     Net investment income                                                                0                      0
                                                                    -----------------------------------------------

Realized and unrealized gain (loss) on investments:
     Net realized loss on investments sold                                         (481,555)              (996,888)
     Unrealized appreciation of investments during the period                     3,902,924             14,410,773
                                                                    -----------------------------------------------

     Net gain on investments                                                      3,421,369             13,413,885
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                        $3,421,369            $13,413,885
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      46
<PAGE>



        American Bar Association Members/ State Street Collective Trust

               Structured Portfolio Service- Moderate Portfolio

<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                            <C>                    <C>
Increase in net assets from:
Operations:
     Net investment income                                                               $0                     $0
     Net realized loss on investments                                              (481,555)              (996,888)
     Unrealized appreciation of investments during the period                     3,902,924             14,410,773
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                         3,421,369             13,413,885
                                                                    -----------------------------------------------


Participant transactions:
     Proceeds from sales of units                                                 6,008,874             22,857,867
     Cost of units redeemed                                                        (763,930)            (5,929,274)

     Net increase in net assets resulting from
      participant transactions                                                    5,244,944             16,928,593
                                                                    -----------------------------------------------

               Total increase in net assets                                       8,666,313             30,342,478

Net Assets:
     Beginning of period                                                        133,697,441            112,021,276
                                                                    -----------------------------------------------
     End of period                                                             $142,363,754           $142,363,754
                                                                    ===============================================

Number of units:
     Outstanding-beginning of period                                              7,878,461              7,156,763
        Sold                                                                        350,731              1,404,281
        Redeemed                                                                    (43,982)              (375,834)

     Outstanding-end of period                                                    8,185,210              8,185,210
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      47
<PAGE>



        American Bar Association Members/ State Street Collective Trust

               Structured Portfolio Service- Moderate Portfolio

<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------

<S>                                                                                  <C>                    <C>
Investment income                                                                     $0.00                  $0.00
Expenses                                                                               0.00                   0.00

                                                                    -----------------------------------------------
Net investment income                                                                  0.00                   0.00
Net realized and unrealized gain on investments                                        0.42                   1.74

                                                                    -----------------------------------------------
Net increase in unit value                                                             0.42                   1.74
Net asset value at beginning of period                                                16.97                  15.65

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $17.39                 $17.39

                                                                    ===============================================
Ratio of expenses to average net assets* +                                            0.00%                  0.00%
Ratio of net investment income to average net assets*                                 0.00%                  0.00%
Portfolio turnover**                                                                     3%                    12%
Total return                                                                          2.49%                 11.12%
Number  of  units  outstanding  at  end  of  period (in thousands)                    8,185                  8,185
</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized. Reflects purchases and sales of units of the funds in which
the portfolio invests rather than the turnover of such underlying funds.
+  Expenses includes only those expenses charged directly to the Portfolio, and
does not include expenses charged to the funds in which the Portfolio invests.



  The accompanying notes are an integral part of these financial statements

                                      48
<PAGE>



        American Bar Association Members/ State Street Collective Trust

              Structured Portfolio Service- Aggressive Portfolio

<TABLE>
<CAPTION>

                      Statement of Assets and Liabilities
                                   Unaudited



                                                                      September 30, 2003
                                                                    ------------------------
Assets
<S>                                                                            <C>
  Investments, at value (cost $111,310,323)                                    $109,502,412
  Cash                                                                                    0
  Receivable  for  investments  sold                                                867,649
  Receivable  for  fund  units  sold                                                 44,955
  Dividends  and  interest  receivable                                                    0
  Other  assets                                                                           0
                                                                    ------------------------

     Total  assets                                                              110,415,016
                                                                    ------------------------
Liabilities
  Payable for investments purchased                                                 912,604
  Payable for fund units purchased                                                        0
  Accrued expenses                                                                        0
  Other liabilities                                                                       0
                                                                    ------------------------

     Total liabilities                                                              912,604
                                                                    ------------------------


Net Assets                                                                     $109,502,412
                                                                    ========================

Net asset value, redemption price and offering
 price per unit of beneficial interest
 ($109,502,412/6,348,295 units outstanding)                                          $17.25
                                                                    ========================
</TABLE>




  The accompanying notes are an integral part of these financial statements

                                      49
<PAGE>



        American Bar Association Members/ State Street Collective Trust

              Structured Portfolio Service- Aggressive Portfolio

<TABLE>
<CAPTION>

                            Statement of Operations
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                              <C>                   <C>
Investment income:
   Dividend income                                                                       $0                     $0
   Interest income                                                                        0                      0
                                                                    -----------------------------------------------
                                                                                          0                      0

Expenses:
   Investment  advisory  fee                                                              0                      0
   State  Street  Bank  &  Trust  Company - program  fee                                  0                      0
   American  Bar  Retirement  Association - program  fee                                  0                      0
   Trustee, management and administration fees                                            0                      0
   Other  expenses                                                                        0                      0
                                                                    -----------------------------------------------

     Total expenses                                                                       0                      0
                                                                    -----------------------------------------------

     Net investment income                                                                0                      0
                                                                    -----------------------------------------------

Realized and unrealized gain (loss) on investments:
     Net realized gain on investments sold                                          206,298                250,154
     Unrealized appreciation of investments during the period                     3,472,205             13,078,508
                                                                    -----------------------------------------------

     Net gain on investments                                                      3,678,503             13,328,662
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                        $3,678,503            $13,328,662
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      50
<PAGE>



        American Bar Association Members/ State Street Collective Trust

              Structured Portfolio Service- Aggressive Portfolio

<TABLE>
<CAPTION>

                      Statement of Changes in Net Assets
                                   Unaudited

                                                                        For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003
                                                                    -----------------------------------------------
<S>                                                                            <C>                    <C>
Increase (decrease) in net assets from:
Operations:
     Net investment income                                                               $0                     $0
     Net realized gain on investments                                               206,298                250,154
     Unrealized appreciation of investments during the period                     3,472,205             13,078,508
                                                                    -----------------------------------------------

     Net increase in net assets resulting from operations                         3,678,503             13,328,662
                                                                    -----------------------------------------------

Participant transactions:
     Proceeds from sales of units                                                 5,530,753             15,682,807
     Cost of units redeemed                                                      (1,295,878)            (3,837,136)

     Net increase in net assets resulting from
       participant transactions                                                   4,234,875             11,845,671
                                                                    -----------------------------------------------

            Total increase in net assets                                          7,913,378             25,174,333

Net Assets:
     Beginning of period                                                        101,589,034             84,328,079
                                                                    -----------------------------------------------
     End of period                                                             $109,502,412           $109,502,412
                                                                    ===============================================

Number of units:
     Outstanding-beginning of period                                              6,098,006              5,603,154
        Sold                                                                        324,783                987,618
        Redeemed                                                                    (74,494)              (242,477)

     Outstanding-end of period                                                    6,348,295              6,348,295
                                                                    ===============================================
</TABLE>



  The accompanying notes are an integral part of these financial statements

                                      51
<PAGE>



        American Bar Association Members/ State Street Collective Trust

              Structured Portfolio Service- Aggressive Portfolio

<TABLE>
<CAPTION>

                           Per-Unit data and Ratios
                                   Unaudited

Selected data for a unit outstanding throughout the
period:                                                                 For the period          For the period
                                                                         July 1, 2003           January 1, 2003
                                                                     to September 30, 2003   to September 30, 2003

                                                                    -----------------------------------------------
<S>                                                                                   <C>                    <C>
Investment income                                                                     $0.00                  $0.00
Expenses                                                                               0.00                   0.00

                                                                    -----------------------------------------------
Net investment income                                                                  0.00                   0.00
Net realized and unrealized gain on investments                                        0.59                   2.20

                                                                    -----------------------------------------------
Net increase in unit value                                                             0.59                   2.20
Net asset value at beginning of period                                                16.66                  15.05

                                                                    -----------------------------------------------

Net asset value at end of period                                                     $17.25                 $17.25

                                                                    ===============================================
Ratio of expenses to average net assets* +                                            0.00%                  0.00%
Ratio of net investment income to average net assets*                                 0.00%                  0.00%
Portfolio turnover**                                                                     3%                     9%
Total return                                                                          3.54%                 14.61%
Number of units outstanding at end of period (in thousands)                           6,348                  6,348
</TABLE>

------------------------------------------------------------------------------
*Annualized
** Not annualized. Reflects purchases and sales of units of the funds in which
the portfolio invests rather than the turnover of such underlying funds.
+ Expenses includes only those expenses charged directly to the Portfolio, and
does not include expenses charged to the funds in which the Portfolio invests.

   The accompanying notes are an integral part of these financial statements

                                      52
<PAGE>


        American Bar Association Members/State Street Collective Trust

                         Notes to Financial Statements



1.    Description of the Trust

      American Bar Association Members/State Street Collective Trust (the
"Trust") was organized on August 8, 1991 under the American Bar Association
Members/State Street Collective Declaration of Trust as amended and restated
on December 5, 1991 and as amended thereafter. State Street Bank and Trust
Company ("State Street Bank" and "Trustee") acts as trustee for the Trust. The
Trust is maintained exclusively for the collective investment monies
administered on behalf of participants in the American Bar Association Members
Retirement Program. Ten separate collective investment Funds (the "Funds") and
the Structured Portfolio Service (the "Portfolios") are established under the
Trust. The Structured Portfolio Service offers three approaches to
diversifying investments by selecting various allocations among the Funds. The
Funds and Portfolios are investment options under the American Bar Association
Members Retirement Program (the "Program") which is sponsored by the American
Bar Retirement Association ("ABRA"). The objectives and principal strategies
of the Funds and Portfolios are as follows:

            Balanced Fund--current income and long-term capital appreciation
      through investment in common stocks, other equity-type securities and
      debt securities.

            Index Equity Fund--replication of the total return of the Russell
      3000 Index. Currently invests in the State Street Bank and Trust Company
      Russell 3000 Index Securities Lending Fund, a separate State Street Bank
      collective investment fund which invests in securities contained in the
      Russell 3000 Index. This underlying fund's financial statements are
      available upon request from State Street Bank.

            Intermediate Bond Fund--invests primarily in debt securities of
      varying maturities, with an average portfolio duration of three to six
      years, with the objective of achieving a competitive total return from
      current income and capital appreciation.

            International Equity Fund--long term growth of capital through
      investment in common stocks and other equity securities of established
      non-U.S. companies.

            Large-Cap Growth Equity Fund --long term growth of capital and
      some dividend income through investment in common stocks and equity-type
      securities of large, well established companies. Currently invests in
      common stocks and the State Street Bank and Trust Company Russell 1000
      Growth Index Securities Lending Fund, a separate State Street Bank
      collective investment fund which invests in securities contained in the
      Russell 1000 Index. This underlying fund's financial statements are
      available upon request from State Street Bank.

            Large-Cap Value Equity Fund --long term growth of capital and
      dividend income through investment in common stocks, primarily of large
      capitalization companies believed to be undervalued. Currently invests
      in common stocks and the State Street Bank and Trust Company Russell
      1000 Value Index Securities Lending Fund, a separate State Street Bank
      collective investment fund which invests in securities contained in the
      Russell 1000 Index. This underlying fund's financial statements are
      available upon request from State Street Bank.




                                      53
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)


            Mid-Cap Growth Equity Fund--long term growth of capital through
      investment in common stocks primarily of medium sized companies believed
      to have strong earnings growth potential.

            Mid-Cap Value Equity Fund--long term growth of capital through
      investment in common stocks, primarily of medium sized companies
      believed to be undervalued.

            Small-Cap Equity Fund --long term growth of capital through
      investment in common stocks of small companies believed to have strong
      appreciation potential.

            Stable Asset Return Fund ("SARF")--current income consistent with
      preserving principal and maintaining liquidity through investment in
      high quality short-term instruments and investment contracts of
      insurance companies, banks and financial institutions. Currently invests
      in the State Street Bank ABA Members/Pooled Stable Asset Fund Trust
      ("SAFT"), a separate State Street Bank collective investment fund which
      invests in investment contracts of insurance companies, banks and
      financial institutions, and in the State Street Bank Yield Enhanced
      Short-Term Investment Fund ("YES"), a separate State Street Bank
      collective investment fund. State Street Yield Enhanced Short-Term
      Investment Fund financial statements are available upon request.

            Structured Portfolio Service

                  Conservative--higher current investment income and some
            capital appreciation.

                  Moderate--high current investment income and greater capital
            appreciation.

                  Aggressive--long-term growth of capital and lower current
            investment income.

      Each Structured Portfolio Service achieves its objective through a
pre-determined investment allocation in the Funds.

      The Trust may offer and sell an unlimited number of units representing
interests in separate Funds and Portfolios of the Trust, each unit to be
offered and sold at the per unit net asset value of the corresponding Fund or
Portfolio.

      State Street Bank has assumed responsibility for administering and
providing investment options for the Program. State Street Bank is a trust
company established under the laws of The Commonwealth of Massachusetts and is
a wholly-owned subsidiary of State Street Corporation, a Massachusetts
corporation and a holding company registered under the Federal Bank Holding
Company Act of 1956, as amended.

      State Street Bank is responsible for certain recordkeeping and
administrative services required by the Program. In addition, State Street
Bank is the primary custodian, provides account and investment information to
employers and participants, receives all plan contributions, effects
investment and transfer transactions and distributes all benefits provided by
the plans to the participants or, in the case of some individually designed
plans, to the trustees of such plans.




                                      54
<PAGE>


        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)


2.    Summary of Significant Accounting Policies

      The accompanying statements of assets and liabilities and the related
statements of operations and of changes in net assets and certain financial
data have been prepared in conformity with accounting principles generally
accepted in the United States of America. Such principles were applied on a
basis consistent with those reflected in the 2002 Annual Report on Form 10-K
of the Trust as filed with the Securities and Exchange Commission. The
accompanying financial data should be read in conjunction with the notes to
the financial statements contained in the 2002 Annual Report on Form 10-K. In
the opinion of management, the accompanying unaudited financial statements
contain all adjustments (consisting solely of normal recurring accruals)
necessary to present fairly the financial position of the Balanced Fund, Index
Equity Fund, Intermediate Bond Fund, International Equity Fund, Large-Cap
Growth Equity Fund, Large-Cap Value Equity Fund, Mid-Cap Growth Equity Fund,
Mid-Cap Value Equity Fund, Small-Cap Equity Fund, Stable Asset Return Fund,
Conservative Structured Portfolio Service, Moderate Structured Portfolio
Service and Aggressive Structured Portfolio Service as of September 30, 2003
and the results of each of their operations, the changes in each of their net
assets and certain financial data for the three and nine month periods ended
September 30, 2003.

      The following is a summary of significant accounting policies
consistently followed by the Trust in the preparation of its financial
statements. The policies are in accordance with accounting principles
generally accepted in the United States and provisions of the Trust agreement:

      A.    Security Valuation

      Stable Asset Return Fund:  Formerly, it was the Trust's policy to
attempt to maintain a constant price of $1.00 per unit for SARF. Since July
15, 2002, SARF no longer does so. The principal consequence of the change is
that SARF is no longer accounting for the distribution and reinvestment of
accrued income by issuing additional units each business day. Instead, SARF is
retaining this income as undistributed amounts which comprise an accumulating
component of the net asset value of SARF. SARF invests in SAFT, whose
investments include insurance company, bank and financial institution
investment contracts and investments in YES. Consistent with this objective,
the short-term portfolio instruments of the collective investment fund are
valued on the basis of amortized cost, which approximates fair value.
Amortized cost involves valuing an instrument initially at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. As the contracts are benefit-responsive and the
Fund's investors are participants in qualified benefits plans, the insurance
company, bank and financial institution investment contracts are maintained at
contract value (cost plus accrued interest) which approximates fair value. The
values of investments in collective investment funds are based on the net
asset values of such respective collective investment funds.

     Other Funds and Portfolios: Stocks listed on national securities
exchanges and certain over-the-counter issues traded on the Nasdaq National
Market (NASDAQ) are valued at the last close price, or, if no sale, at the
latest available bid price. Other unlisted stocks reported on the NASDAQ
system are valued at quoted bid prices.

      Foreign securities not traded directly or in American Depositary Receipt
(ADR) form in the United States are valued in the local currency at the last
sale price on the respective exchange and are converted into the U.S. dollar
equivalent at current exchange rates.

      United States Treasury securities and other obligations issued or
guaranteed by the United States Government, its agencies or instrumentalities
are valued at representative quoted prices.

      Fixed income investments are valued on the basis of valuations furnished
by a pricing service approved by the Trustee, which determines valuations
using methods based on market transactions for




                                      55
<PAGE>


comparable securities and various relationships between securities which are
generally recognized by institutional traders. If not valued by a pricing
service such securities are valued at prices obtained from independent
brokers. Convertible bonds and unlisted convertible preferred stocks are
valued at bid prices obtained from one or more major dealers in such
securities. Where there is a discrepancy between dealers, values may be
adjusted based on recent discount spreads to the underlying common stock.

      Investments with prices that cannot be readily obtained, if any, are
carried at fair value as determined in good faith under consistently applied
procedures established by and under the supervision of the Trustee.




                                      56
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)


      The values of investments in registered investment companies are based
on the net asset value of such respective registered investment companies.

      Futures contracts are valued at the last settlement price at the end of
each day on the board of trade or exchange upon which they are traded.

      The accounting records of the Funds and Portfolios are maintained in
U.S. dollars. Investment securities and other assets and liabilities
denominated in a foreign currency are translated into U.S. dollars at the
prevailing rates of exchange at period end. Purchases and sales of securities,
income and expenses are translated into U.S. dollars at the prevailing
exchange rate on the respective dates of the transactions.

      B.    Security Transactions and Related Investment Income

      Security transactions are accounted for on the trade date (date the
order to buy or sell is executed). Interest income is recorded on the accrual
basis. Dividend income is recorded on the ex-dividend date. Interest income is
increased by accretion of discount and reduced by amortization of premium.
Realized gains and losses are reported on the basis of identified cost of
securities delivered.

      A Fund's portfolio of investments may include securities purchased on a
when issued basis, which may be settled in the month after the issue date.
Interest income is not accrued until the settlement date.

      Certain collective investment funds and registered investment companies
in which the Funds invest may retain investment income and net realized gains.
Accordingly, realized and unrealized gains and losses reported by a Fund may
include a component attributable to investment income of the underlying funds.

      C.    Foreign Currency Transactions

      Reported net realized gains and losses on foreign currency transactions
represent net gains and losses from disposition of foreign currencies,
currency gains and losses realized between the trade and settlement dates on
securities transactions, and the difference between the amount of net
investment income accrued and the U.S. dollar amount actually received. The
effects of changes in foreign currency exchange rates on investments in
securities are not segregated in the Statement of Operations from the effects
of changes in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investments in securities.

      Net unrealized foreign exchange gains and losses arising from changes in
the value of other assets and liabilities as a result of changes in foreign
exchange rates are included as increases and decreases in unrealized
appreciation/depreciation on foreign currency related transactions.

      D.    Income Taxes

      State Street Bank, on behalf of the Trust, has received a favorable
determination letter dated March 9, 1992, from the Internal Revenue Service,
which concluded that the Trust is a trust arrangement described in Rev. Rule.
81-100, 1981, C.B. 326 and exempt from federal income tax pursuant to Section
501(a) of the Internal Revenue Code. Accordingly, no provision for Federal
income taxes is required.






                                      57
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)



      E.    Sales and Redemptions of Units of Participation and Distributions

      The units offered represent interests in the Funds and Portfolios
established under the Trust. The Trust may offer and sell an unlimited number
of units. Each unit will be offered and sold daily at the respective Fund's
and Portfolio's net asset value.

      All Funds: Pursuant to the Declaration of Trust, the Funds and Portfolios
are not required to distribute their net investment income or gains from the
sale of portfolio investments.

      F.    TBA Commitments and Roll Transactions

      The Balanced Fund and Intermediate Bond Fund may enter into TBA (to be
announced) commitments to purchase securities for a fixed unit price at a
future date beyond customary settlement time. Although the unit price for a
TBA has been established, the principal value has not been finalized. However,
the amount of the TBA commitment will not fluctuate more than 1.0% from the
principal amount. These Funds hold, and maintain until the settlement date,
cash or liquid securities in an amount sufficient to meet the purchase price.
TBA commitments may be considered securities in themselves, and involve a risk
of loss if the value of the security to be purchased declines prior to the
settlement date, and such risk is in addition to the risk of decline in the
value of these Funds' other assets. Risks may also arise upon entering into
these contracts from the potential inability of counterparties to meet the
terms of their contracts. During the period prior to settlement, these Funds
will not be entitled to accrue interest and/or receive principal payments.
Unsettled TBA commitments are valued at the current market value of the
underlying securities, generally according to the procedures under "Security
Valuation" above. These Funds may dispose of a commitment prior to settlement
if the Fund's advisor deems it appropriate to do so. Upon settlement date,
these Funds may take delivery of the securities or defer (roll) the delivery
to the next month.

      G.    Futures Contracts

      The Intermediate Bond Fund may use, on a limited basis, futures
contracts to manage exposure to the bond market, and as a substitute for
comparable market positions in the securities held by the Fund (with respect
to the portion of its portfolio that is held in cash items). Buying futures
tends to increase a fund's exposure to the underlying instrument. Selling
futures tends to decrease a fund's exposure to the underlying instrument, or
hedge other investments. Futures contracts involve, to varying degrees, credit
and market risks.

      The Fund enters into futures contracts only on exchanges or boards of
trades where the exchange or board of trade acts as the counterparty to the
transaction. Thus, credit risk on such transactions is limited to the failure
of the exchange or board of trade. Losses in value may arise from changes in
the value of the underlying instruments or if there is an illiquid secondary
market for the contracts. In addition, there is the risk that there may not be
an exact correlation between a futures contract and the underlying index.

      Upon entering into a futures contract, the Fund is required to deposit
either in cash or securities an amount ("initial margin") equal to a certain
percentage of the nominal value of the contract. Subsequent payments are made
or received by the Fund periodically, depending on the daily fluctuation in
the value of the underlying securities, and are recorded as unrealized gains
or losses by the Fund. A gain or loss is realized when the contract is closed
or expires.




                                      58
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)



      H.    Forward Foreign Currency Contracts

      The Intermediate Bond Fund and the International Equity Fund may use
forward foreign currency contracts to facilitate transactions in foreign
securities or as a hedge against the foreign currency exposure of either
specific transactions or portfolio positions. When entering into a forward
foreign currency contract, the Fund agrees to receive or deliver a fixed
quantity of foreign currency for an agreed-upon price on an agreed upon future
date. Such contracts are valued based upon the difference in the forward
exchange rates at the dates of entry into the contracts and the forward rates
at the reporting date, and any resulting unrealized gains or losses are
recorded in the Fund's financial statements. The Fund records realized gains
or losses at the time the forward contract is extinguished by entry into a
closing transaction or by delivery of the currency. Risks in foreign currency
contracts arise from the possible inability of counterparties to meet the
contracts' terms and from movements in currency values.

      I.    Interest Rate Swap Contracts

      The Intermediate Bond Fund may invest in swap contracts. A swap is an
agreement to exchange the return generated by one instrument for the return
generated by another instrument. The Fund uses interest rate swap contracts to
manage its exposure to interest rates. Interest rate swap contracts typically
represent the exchange between the Fund and a counterparty of respective
commitments to make variable rate and fixed rate payments with respect to a
notional amount of principal. Swap contracts may have a term of one to ten
years, but typically require periodic interim settlement in cash, at which
time the specified variable interest rate is reset for the next settlement
period. During the period that the swap contract is open, the contract is
marked-to-market as the net amount due to or from the Fund in accordance with
the terms of the contract based on the closing level of the interest accrual
through valuation date. Changes in the value of swap contracts are recorded as
unrealized gains or losses. Periodic cash settlements on interest rate swaps
are recorded as adjustments to interest income.

      Entering into a swap contract involves, to varying degrees, elements of
credit, market and interest rate risk in excess of the amounts reported in the
Statement of Assets and Liabilities. Notional principal amounts are used to
express the extent of involvement in the transactions, but are not delivered
under the contracts. Accordingly, credit risk is limited to any amounts
receivable from the counterparty. To reduce credit risk from potential
counterparty default, the Fund enters into swap contracts with counterparties
whose creditworthiness has been approved by the Advisor. The Fund bears the
market risk arising from any change in interest rates.

      At September 30, 2003, the Intermediate Bond Fund held no interest rate
swap contracts.

      J.    Swaption Contracts

      The Intermediate Bond Fund may purchase or write swaption contracts to
manage exposure to fluctuations in interest rates or hedge the fair value of
other Fund investments. Swaption contracts entered into by the Fund typically
represent an option that gives the purchaser the right, but not the
obligation, to enter into a swap contract on a future date. If a call swaption
is exercised, the purchaser will enter a swap to receive the fixed rate and
pay a floating rate in exchange. Exercising a put would entitle the purchaser
to pay a fixed rate and receive a floating rate.

      Swaption contracts are marked-to-market at the net amount due to or from
the Fund in accordance with the terms of the contract based on the closing
level of the relevant market rate of interest. Changes in the value of the
swaption are reported as unrealized gains or losses. Gain or loss is
recognized when



                                      59
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)


the swaption contract expires or is closed. When the Fund writes a swaption,
the premium received is recorded as a liability and is subsequently adjusted
to the current fair value of the swaption written. Premiums received from
writing swaptions that expire unexercised are treated by the Fund on the
expiration date as realized gains from investments. The difference between the
premium and the amount paid on effecting a closing purchase transaction,
including brokerage commissions, is also treated as a realized gain, or if the
premium is less than the amount paid for the closing purchase, as a realized
loss.

      Entering into a swaption contract involves, to varying degrees, the
elements of credit, market and interest rate risk in excess of the amounts
reported in the Statement of Assets and Liabilities, associated with both
option contracts and swap contracts. To reduce credit risk from potential
counterparty default, the Fund enters into swaption contracts with
counterparties whose creditworthiness has been approved by the Advisor. The
Fund bears the market risk arising from any change in index values or interest
rates.

      A summary of the written put options for the quarter ended September 30,
2003 is as follows:

<TABLE>
<CAPTION>

                                                                               Number of
Written Put Option Contracts                                                   Contracts           Premiums
---------------------------------------------------------------------------    -------------    --------------
<S>                                                                             <C>             <C>
Outstanding, beginning of period                                                 13,000         $       34,970
                                                                               -------------    --------------
Options written                                                                    --                      --
Options exercised                                                                  --                      --

Options closed                                                                     --                      --
                                                                               -------------    --------------

Outstanding, end of period                                                       13,000         $       34,970
                                                                               -------------    --------------

At September 30, 2003, the Fund held the following written put options
contracts:

                                                                                                 Appreciation/
Security                                                                       Contracts        (Depreciation)
--------------------------------------------------------------------------     -------------    --------------
Pay fixed 6.50%, receive LIBOR, commencing March 7, 2006                         13,000         $       11,631


Total premiums received    $34,970

A summary of the written call options for the quarter ended September 30, 2003
is as follows:

                                                                               Number of
Written Call Option Transactions                                               Contracts           Premiums
--------------------------------------------------------------------------     -------------    --------------
Outstanding, beginning of period                                                183,000         $      178,571
                                                                               -------------    --------------

Options written
Options exercised                                                                  --                      --
Options expired                                                                 106,000                 96,195
Options closed                                                                     --                      --
                                                                               -------------    --------------
Outstanding, end of period                                                       77,000         $       82,376
                                                                               -------------    --------------

At September 30, 2003, the Fund held the following written call option
contracts:

                                                                                                 Appreciation/
Security                                                                       Contracts        (Depreciation)
--------------------------------------------------------------------------     -------------    --------------


                                      60
<PAGE>


Pay fixed 4.50%, receive LIBOR, commencing March 7, 2006                         13,000         $          364
Pay fixed 3.00%, receive LIBOR, commencing May 14, 2004                          64,000                 27,981


Total premiums received    $82,376


</TABLE>


                                      61
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)



      K.    Use of Estimates

      The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
and disclosures in the financial statements. Actual results could differ from
those estimates.

3.    Investment Advisory, Investment Management and Related Party Transactions

      State Street Bank has retained the services of Capital Guardian Trust
Company, a wholly-owned subsidiary of The Capital Group Companies, Inc.;
Dresdner RCM Global Investors LLC, the institutional investment management
area of Dresdner Bank Group; Sit Investment Associates, Inc.; Morgan Stanley
Investment Management, Inc. (successor to Miller Anderson & Sherrerd);
Alliance Capital Management L.P.'s Bernstein Investment Research and
Management Unit; Pacific Investment Management Company; Ariel Capital
Management; Turner Investment Partners; Philadelphia International Advisors,
LP; and JP Morgan Fleming Asset Management Limited to advise it with respect
to its investment responsibility and has allocated the assets of certain of
the Funds among the investment advisors.  Each investment advisor recommends to
State Street Bank investments and reinvestments of the assets allocated to it
in accordance with the investment policies of the respective Fund as described
above. State Street Bank exercises discretion with respect to the selection
and retention of the investment advisors and may remove, upon consultation with
ABRA, an investment advisor at any time.

      A fee is paid to each investment advisor for certain of the Funds based
on the value of the assets allocated to that investment advisor and the
respective breakpoints agreed to in the Advisor's contract. These fees are
accrued on a daily basis and paid monthly from the assets. Actual fees paid to
each investment advisor during the year are disclosed in the Trust's
prospectus. Fee rate ranges based on the respective breakpoints are as follows:

<TABLE>
<CAPTION>

Investment Advisor                                                                                                Fee Rate Range
----------------------------------------------------------------------------------------------------------   ----------------------
<S>                                                                                                               <C>
Capital Guardian Trust Company (Large-Cap Growth Equity, Small-Cap Equity and Balanced)                           .225% to .50%*
Dresdner RCM Global Investors LLC (Large-Cap Growth Equity)                                                        .25% to .70%
Philadelphia International Advisors  LP (International Equity)                                                     .45% to .75%
Sit Investment Associates (Small-Cap Equity)                                                                      .60% to 1.00%
Morgan Stanley Investment Management (Balanced)                                                                   .125% to .50%
Alliance Capital Management L.P. (Large-Cap Value Equity)                                                          .15% to .50%
JP Morgan Asset Management (International Equity)                                                                  .60% to .75%
Pacific Investment Management Co. (Intermediate Bond)                                                              .25% to .50%
Ariel Capital Management (Mid-Cap Value Equity)                                                                    .50% to .75%
Turner Investment Partners (Mid-Cap Growth Equity)                                                                 .55% to .65%

        -----------
        * Subject to a 5% fee reduction based on aggregate fees.

</TABLE>



                                      62
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)

<TABLE>
<CAPTION>


                                                                             Fees Paid Year to date
Investment Advisor                                                           ended September 30, 2003
-------------------------------------------------------------------   -----------------------------------
<S>                                                                   <C>
Alliance Capital Management LP. (Large-Cap Value Equity)              $                     388,242
Ariel Capital Management (Mid-Cap Value Equity)                                              83,348
Capital Guardian Trust Company (Balanced)                                                   403,576
Capital Guardian Trust Company (Large-Cap Growth Equity)                                    440,108
Capital Guardian Trust Company (Small-Cap Equity)                                           209,902
Dresdner RCM Global Investors LLC (Large-Cap Growth Equity)                                 557,094
Dresdner RCM Global Investors LLC (International Equity)                                     35,950
J.P. Morgan Fleming Asset Management (International Equity)                                 151,221
Morgan Stanley Investment Management (Balanced)                                             275,846
Pacific Investment Management Company (Intermediate Bond)                                   516,858
Sit Investment Associates (Small-Cap Equity)                                                590,805
Turner Investment Partners (Mid-Cap Growth Equity)                                           76,042
Philadelphia Investment Advisors (International)                                            100,485

      A separate program fee ("Program fee") is paid to each of State Street
Bank and ABRA. These fees are allocated to each Fund based on net asset value
and are accrued on a daily basis and paid monthly from the assets of the
Funds. The ABRA Program fee is based on the value of Program assets based on
the following annual rates:



                                                                       Rate for ABRA Year ended
Value of Program Assets                                                    December 31, 2002
-------------------------------------------------------------------   -------------------------------

First $500 million                                                                            .075%
Next  $850 million                                                                            .065%
Next  $1.15 billion                                                                           .035%
Next  $1.5 billion                                                                            .025%
Over  $4.0 billion                                                                            .015%

</TABLE>

      ABRA received Program fees of $384,617 for the quarter ended September
30, 2003.

     The State Street Program fee is calculated monthly as one-twelfth of the
sum of (i) $800,000 plus (ii) $194 multiplied by the number of participants
in the Program, other than active participants without account balances, as
of the last business day of the preceding month, plus (iii) $194 multiplied
by the excess, if any, of the number of active participants of the Program
without account balances as of the last Business Day of the preceding month
over the number of such participants as of December 31, 2002. This fee will
accrue daily and be payable monthly.




                                      63
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)



      A portion of the State Street Bank Program fee is reimbursed or reduced
each year based on the amount of retirement plan assets held by State Street
Bank on behalf of law firm and law-related clients identified by State Street
Bank and ABRA that do not participate in the Program. The amount of the
reimbursement is equal to .02% of the first $50 million of assets in such
plans during the preceding year and .01% of any assets in excess of $50
million. The accrued reduction for the quarter ended September 30, 2003
totaled $16,567 and is allocated to each Fund based on net asset value.

      Benefit payments under the Program generally are made by check. Before
such a check becomes payable, funds for its payment are transferred from the
Trust to a non-interest bearing account with State Street Bank. No separate
fee is charged for processing benefit payments. Rather, State Street Bank
retains any earnings attributable to outstanding benefit checks, and these
earnings have been taken into account in setting State Street Bank's fees
under the Program. The program expense fee paid to State Street Bank reflects
a $300,000 reduction for earnings estimated to be attributable to outstanding
benefit checks for 2003.

      A fee is paid to State Street Bank for its management, administration
and custody of the assets in the Investment Options (other than Self-Managed
Brokerage Accounts and Equitable Real Estate Accounts) at the following rates:

<TABLE>
<CAPTION>

Value of Assets in all Funds                                   2002 Rate            2003 Rate
----------------------------------------------------------    ------------    -----------------
<S>                                                                 <C>                   <C>
First $1.0 billion                                                   .15%                 .156%
Next $1.8 billion                                                   .058%                 .058%
Over $2.8 billion                                                   .025%                 .025%

</TABLE>

      This fee is accrued on a daily basis and paid monthly from the assets of
the Funds. The trustee, management and administrative fees attributable to the
funds held in the Structured Portfolio Service are also accrued and paid from
the funds.

      State Street Bank received program, trustee, management and
administration fees which aggregated $3,215,896 for the quarter ended
September 30, 2003. These fees are allocated to each Fund based on net asset
value.

      The Portfolios are not charged a separate annual fee.



                                      64
<PAGE>



        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)


4.    Purchases and Sales of Securities

      The aggregate cost of purchases and proceeds from sales of securities
excluding U.S. Government securities and short-term investments were as
follows:
<TABLE>
<CAPTION>

                                                                   Year to date ended
                                                                   September 30, 2003
                                                     --------------------------------------------------
                                                           Purchases                     Sales
                                                     -------------------------  -----------------------
  <S>                                                <C>                       <C>
  Balanced Fund                                      $            388,385,987   $         387,018,230
  Index Equity Fund                                                37,891,514              12,254,264
  Intermediate Bond Fund                                          690,739,680             586,148,278
  International Equity Fund                                       133,092,047             125,606,091
  Large-Cap Growth Equity Fund                                     99,960,776             118,736,581
  Large-Cap Value Equity Fund                                      61,438,364              52,534,973
  Mid-Cap Growth Equity Fund                                       32,973,166              18,732,160
  Mid-Cap Value Equity Fund                                        15,678,530               1,985,289
  Small-Cap Equity Fund                                            82,477,990              77,092,399
  Stable Asset Return Fund                                               --                      --
  Conservative Structured Portfolio Service                        14,448,818               5,656,987
  Moderate Structured Portfolio Service                            32,381,275              15,452,681
  Aggressive Structured Portfolio Service                          20,723,533               8,877,862

      The aggregate cost of purchases and proceeds from sales of U.S.
Government securities and short-term investments were as follows:


                                                            Year to date ended September 30, 2003
                                                     --------------------------------------------------
                                                           Purchases                     Sales
                                                     -------------------------  -----------------------

  Balanced Fund                                      $            272,468,661   $         254,509,008
  Intermediate Bond Fund                                          683,119,638             724,530,673

</TABLE>

5.    Geographic and Industry Concentration

      American Depositary Receipts ("ADRs") represent ownership of foreign
securities on deposit with a domestic custodian bank. Certain Funds maintain
investments in ADRs, as well as direct investments in foreign securities,
which involve special risks. These securities may be subject to foreign
government taxes that reduce their attractiveness. Other risks of investing in
such securities include political or economic instability in the country
involved, the difficulty of predicting international trade patterns and the
possibility of the imposition of exchange controls. Foreign issuers generally
are not subject to uniform accounting, auditing and financial reporting
standards comparable to those applicable to domestic issuers. There is
generally less regulation of stock exchanges, brokers, banks and companies
abroad than in the United States. With respect to certain foreign countries,
there is a possibility of expropriation or diplomatic developments, which
could adversely affect investment in these countries. ADRs do not lessen the
risk of investing in foreign issuers; however, by investing in ADRs rather
than directly in foreign issuers' stock, the Funds will avoid currency risks
during the settlement period for purchases or sales. In addition, the domestic
market for ADRs may be more liquid than the foreign market for the underlying
securities.




                                      65
<PAGE>


        American Bar Association Members/State Street Collective Trust

                  Notes to Financial Statements--(Continued)



      Substantially all of the Small-Cap Equity Fund's investments are in
securities of small companies, which typically have greater market and
financial risk than larger, more diversified companies. These companies are
often dependent on one or two products in rapidly changing industries and may
be more vulnerable to competition from larger companies with greater resources
and to economic conditions that affect their market sector.

      SARF invests in a collective investment fund that maintains investments
in contracts issued by insurance companies, banks and financial institutions.
The issuing institution's ability to meet its contractual obligations under
the respective contracts may be affected by future economic and regulatory
developments.

6.    Securities Lending Income

      A portion of the income generated upon investment in the State Street
Bank and Trust Company Russell 1000 Value Index Securities Lending Fund, the
State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund
and the State Street Bank and Trust Company Russell 1000 Growth Index
Securities Lending Fund is remitted to the Large Cap Value Fund, the Index
Equity Fund and the Large Cap Growth Fund while the remainder is allocated
between the Funds and State Street Bank in its capacity as lending agent.
Negotiated lenders' fees are received for those loans collateralized by
securities or letters of credit, if any. Securities lending fee income, if
any, is recorded on an accrual basis by the Fund.


                                      66
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
         RESULTS OF OPERATIONS.

Balanced Fund

         The Balanced Fund invests in publicly traded common stocks, other
equity-type securities, long-term debt securities and money market
instruments. The Balanced Fund seeks to achieve, over an extended period of
time, total returns comparable to or superior to an appropriate combination of
broad measures of the domestic stock and bond markets. State Street Bank has
retained Capital Guardian Trust Company and Morgan Stanley Investment
Management to serve as investment advisors to provide investment advice and
arrange for the execution of purchases and sales of securities for the
Balanced Fund. Capital Guardian Trust Company serves as investment advisor
with respect to investments in equity securities and Morgan Stanley Investment
Management serves as investment advisor with respect to investments in debt
securities.

         For the quarter ended September 30, 2003, the Balanced Fund
experienced a total return, net of expenses, of 2.55%. For the same period, a
combination of the Russell 1000 Index and the Lehman Brothers Aggregate Bond
Index weighted 60%/40%, respectively, produced an investment record of 1.78%.
For the nine months ended September 30, 2003, the Balanced Fund experienced a
total return, net of expenses, of 15.10% compared to an investment record of
10.95% for the 60/40% combination of the Russell 1000 Index and the Lehman
Brothers Aggregate Bond Index. The Russell 1000 Index and the Lehman Brothers
Aggregate Bond Index do not include an allowance for the fees or expenses that
an investor would pay for investing in the securities that comprise the
indices.

         The results of the equity portfolio of the Balanced Fund for the
quarter ended September 30, 2003 were positive relative to the Russell 1000
Index primarily due to good stock selection. This was particularly true within
the producer durables, utilities and healthcare sectors of the Index. The
portfolio's overweight position in the producer durables sector was also
helpful. The portfolio's emphasis on smaller-capitalization companies within
the large-capitalization universe further positively contributed. On the
negative side, specific stocks within the financial sector were the largest
underperformers.

         The fixed income portfolio of the Balanced Fund outperformed the
Lehman Aggregate Index during the third quarter due to favorable contributions
from a below-benchmark duration and superior security selection among
corporate issues.

         The results of the equity portfolio of the Balanced Fund for the
nine-moths ended September 30, 2003, substantially exceeded the investment
record of the Russell 1000 Index primarily due to good stock selection. This
was particularly true within the consumer discretionary, producer durables and
utilities sectors of the Index. On the negative side, specific stocks within
the integrated oils sector were the largest underperformers.

         For the nine months ended September 30, 2003, the return of the fixed
income portfolio of the Balanced Fund closely matched that of the Index;
favorable contributions from corporate bond activity were offset by
underperformance from a higher-coupon issue emphasis in the



                                      67
<PAGE>

mortgage strategy and a below-benchmark duration, most notably during the
second quarter of the year.

         At September 30, 2003, the most heavily weighted sectors in the
equity portion of the Balanced Fund were technology, healthcare and financial,
and securities representing the largest holdings based on market value
included Astrazeneca PLC, Forest Laboratories Inc., Washington Mutual Inc.,
Allergan Inc. and SLM Corp. The fixed income portion was principally invested
in government agency and mortgage related issues as of that date.

Index Equity Fund

         The Index Equity Fund invests in common stocks of U.S. companies that
are included in the Russell 3000 Index, with the overall objective of
achieving long-term growth of capital. The Russell 3000 Index represents
approximately 98% of the U.S. equity market based on the market capitalization
of the companies in the Index. State Street Bank is currently the sole manager
of the Index Equity Fund. The assets of the Fund are currently invested
through the State Street Bank and Trust Company Russell 3000 Index Securities
Lending Fund, a collective investment fund maintained by State Street Bank.

         For the quarter ended September 30, 2003, the Fund produced a total
return, net of expenses, of 3.30%. By comparison, the Russell 3000 Index
produced an investment record of 3.43% for the same period. For the nine
months ended September 30, 2003, the Fund experienced a total return, net of
expenses, of 15.99% compared to an investment record of 16.57% for Russell
3000 Index. The Russell 3000 Index does not include any allowance for the fees
or expenses that an investor would pay for investing in the stocks that
comprise the Index.

         The performance of the Fund for the quarter was consistent with the
performance of the Index after taking into account fees and expenses.

         The performance of the Fund for the nine-month period was consistent
with the performance of the Index after taking into account fees and expenses,
with the exception that the Fund's performance was adversely affected by 11
basis points in connection with transactions related to the reconstitution of
the Index which occurred in the second quarter of 2003.

         At September 30, 2003, the most heavily weighted sectors in the of the
Index Equity Fund were financial, technology and healthcare, and securities
representing the largest holdings based on market value included General
Electric Co., Microsoft Corp., Exxon Mobil Corp., Pfizer Inc. and Citigroup
Inc.

Intermediate Bond Fund

         The Intermediate Bond Fund's investment objective is to achieve a
total return from current income and capital appreciation by investing
primarily in a diversified portfolio of fixed income securities. The Fund
generally maintains a portfolio duration of three to six years. State Street
Bank has retained Pacific Investment Management Company LLC ("PIMCO") to serve
as investment advisor to provide investment advice and arrange for the
execution of purchases and sales of securities for the Intermediate Bond Fund.


                                      68
<PAGE>

         For the quarter ended September 30, 2003, the Intermediate Bond Fund
experienced a total return, net of expenses, of (0.28)%. As a comparison, the
Lehman Brothers Aggregate Bond Index produced an investment record of (0.15)%
for the same period. For the nine months ended September 30, 2003, the Fund
experienced a total return, net of expenses, of 3.90% compared to an
investment record of 3.78% for the Lehman Brothers Aggregate Bond Index. The
Lehman Brothers Aggregate Bond Index does not include an allowance for the
fees or expenses that an investor would pay for investing in the securities
that comprise the Index.

         Although the Fund slightly underperformed its benchmark in the
quarter ended September 30, 2003, it outperformed before deduction of fees and
expenses. Diversifying beyond core index sectors helped protect the portfolio
during a difficult bond market environment. A near-index duration and yield
curve position was neutral for quarterly performance. A mortgage issue
overweight detracted from returns as historically high levels of volatility
adversely affected mortgage securities. A corporate bond underweight was
negative as rising profits stimulated investor demand, but positive security
selection of auto and telecommunications issues mitigated some of this impact.
Allocations to real return (inflation protection) and municipal bonds helped
returns; these less volatile asset classes outperformed in a rising interest
rate environment. Non-U.S. holdings, mainly Eurozone instruments, helped
returns as yields on those instruments rose less than those on Treasurys.

         For the nine months ended September 30, 2003, most financial assets
gained. Assets that generally benefit from economic growth, such as stocks,
corporate bonds and high yield debt, fared the best as investors embraced
these assets in light of improving economic conditions in the U.S., an
accommodative Federal Reserve policy and stimulative fiscal policies. The Fund
outperformed the benchmark in the nine-month period despite volatile bond
markets. Diversifying beyond core index sectors helped protect the portfolio
during a difficult market environment. Interest rate strategies had a modestly
positive impact on performance. The portfolio's holdings along a broader yield
curve than that of the Index protected the portfolio as yields on
intermediate-term instruments increased. Although the mortgage sector
experienced lackluster returns over the nine-month period, mortgage security
selection in the portfolio helped relative performance. A corporate issue
underweight was negative as rising profits stimulated investor demand - and
riskier sectors of the bond market outperformed. Allocations to real return
bonds helped returns; this less volatile asset class outperformed when nominal
Treasury rates increased.

International Equity Fund

         The International Equity Fund's investment objective is to seek
long-term growth of capital through investing primarily in common stocks of
established non-U.S. companies. The Fund seeks to diversify investments
broadly among countries of the Far East and Europe, as well as in South
Africa, Australia, Canada and other areas. The International Equity Fund seeks
to achieve, over an extended period of time, total returns comparable to or
superior to broad measures of the international (non-U.S.) stock market.

         Effective April 1, 2003, State Street Bank retained JP Morgan Fleming
Asset Management (London) Limited to be an investment advisor for the Fund for
approximately one-half of the assets in the Fund, and Philadelphia
International Advisors, L.P. to serve as



                                      69
<PAGE>

investment advisor for the remaining of the assets in the Fund. Prior to
April 1, 2003, the Fund's assets were allocated in two equal portions, one
portion of which was invested in the T. Rowe Price International Stock Fund, a
registered investment company managed by T. Rowe Price International, Inc.,
and the other portion of which was invested in a collective trust portfolio
for which advice was obtained from Dresdner RCM Global Investors LLC.

         For the quarter ended September 30, 2003, the International Equity
Fund experienced a total return, net of expenses, of 6.00%. For the same
period, the investment record of the Morgan Stanley Capital International
All-Country World Ex-U.S. Free Index was 8.63%. For the nine months ended
September 30, 2003, the Fund experienced a total return, net of expenses, of
14.06% compared to an investment record of 20.29% for the MSCI AC World
Ex-U.S. Index. The Index does not include an allowance for the fees or
expenses that an investor would pay for investing in the securities that
comprise the Index.

         The portion of the Fund's assets managed by Philadelphia
International Advisors lagged the Index during the quarter ended September 30,
2003, especially in September when Japanese and other Far East markets rose
strongly. The investment approach of this portfolio favors stocks with low
relative valuations and attractive relative yields and profitability. While
this approach was reasonably successful in most markets in the third quarter,
it was unsuccessful in Japan for two reasons. First, this portfolio avoided
investment in Japanese financial institutions due to concern over the
magnitude of their non-performing loans. This alone accounted for close to 1%
of the underperformance of this portfolio. Second, Japanese stocks held in the
portfolio were concentrated in defensives and exporters. The first group
attracted little buying interest in the cyclical recovery rally and the second
group performed well initially, but faltered as the yen strengthened over the
quarter.

         The other portion of the Fund's assets, managed by JP Morgan Fleming,
also underperformed the benchmark for the quarter due to stock selection, with
underperformance in Japan being the cause. This portion of the portfolio, with
its emphasis on high quality companies earning an attractive and sustainable
return on equity at a sensible valuation, proved too defensive. Stocks
characterized by low return on equity, high debt and a low nominal share price
performed better. Asset allocation at the regional level had minimal impact,
and a short position in yen was a modest detractor from performance. Japan and
the financials again contributed to underperformance, as this portfolio also
avoided Japanese banks. In technology, holding Nokia as opposed to the more
geared equipment stocks caused this portfolio to lag. Not owning the European
semiconductors and software stocks which continue to trade on very high
multiples hurt as well. Auto companies including BMW and Honda were adversely
impacted by dollar weakness.

         The underperformance of the Fund for the nine month period ended
September 30, 2003, is due in part to the performance of the Fund prior to the
replacement of its previous investment advisors on April 1, 2003. Performance
was also adversely affected during the transition to the new investment
advisors immediately after April 1, 2003.

         The portion of the Fund's assets managed by Philadelphia
International Advisors performed commensurately with the Index since the
engagement of this adviser for this portfolio on April 1, 2003.



                                      70
<PAGE>

         The other portion of the Fund's assets managed by JP Morgan Fleming
underperformed the Index since the engagement of this advisor for this
portfolio on April 1, 2003. The reasons for this underperformance are the same
as those the underperformance of this portfolio for the quarter ended
September 30, 2003.

         At September 30, 2003, the most heavily weighted countries in the
International Equity Fund were the United Kingdom, Japan, France, Germany and
the Netherlands, and securities representing the largest holdings based on
market value in the Fund included Total Fina Elf SA, ENI SPA, GlaxoSmithKline,
Canon Inc. and Novartis AG.

Large-Cap Growth Equity Fund

         The Large-Cap Growth Equity Fund invests primarily in common stocks
and other equity-type securities issued by large, well-established companies
and seeks to achieve long-term growth of capital through increases in the
value of the securities it holds and to realize income principally from
dividends on such securities. A portion of the Large-Cap Growth Equity Fund is
invested to replicate the Russell 1000 Growth Index, which is comprised of
those Russell 1000 securities with a greater than average growth orientation.
The remainder of the Large-Cap Growth Equity Fund is actively managed by two
separate investment advisors, Capital Guardian Trust Company and Dresdner RCM
Global Investors LLC, which have been retained by State Street Bank to provide
investment advice and arrange for the execution of purchases and sales of
securities for the respective actively managed portions of the Fund's assets.
The Large-Cap Growth Equity Fund seeks to achieve, over an extended period of
time, total returns comparable to or superior to those attained by broad
measures of the domestic stock market.

         For the quarter ended September 30, 2003, the Large-Cap Growth Equity
Fund experienced a total return, net of expenses, of 3.21%. By comparison, the
Russell 1000 Growth Index produced an investment record of 3.91% for the same
period. For the nine months ended September 30, 2003, the Fund experienced a
total return, net of expenses, of 18.06% compared to an investment record of
17.51% for Russell 1000 Growth Index. The Russell 1000 Growth Index does not
include an allowance for the fees or expenses that an investor would pay for
investing in the securities that comprise the Index.

         The portion of the Fund's assets managed by Capital Guardian
significantly outperformed the Index for the quarter ended September 30, 2003,
primarily due to good stock selection. This was particularly true within the
producer durables, utilities and healthcare sectors of the Index. The
portfolio's overweight position in the producer durables sector was also
helpful. The portfolio's emphasis on smaller-capitalization companies within
the large-capitalization universe further positively contributed. On the
negative side, specific stocks within the financial sector were the largest
underperformers.

         The portion of the Fund's assets managed by Dresdner RCM Global
Investors underperformed the benchmark during the quarter ended September 30,
2003. The underperformance was a result of both stock selection and industry
strategy. Stock selection in consumer durables & apparel and semiconductors &
instruments helped performance. However, this was overshadowed by stock
selection in healthcare providers & services and computers & peripherals,
which detracted from relative performance. With regard to industry strategy, an




                                      71
<PAGE>

overweight to consumer durables & apparel and an underweight to media
helped performance. An overweight to pharmaceuticals and an underweight to
semiconductors & instruments were the largest contributors to underperformance
for the third quarter.

         The performance of the indexed portion of the Fund for the quarter
was consistent with the performance of the Index after taking into account
fees and expenses.

         The portion of the Fund managed by Capital Guardian significantly
outperformed the Index for the nine months ended September 30, 2003 primarily
due to good stock selection. This was particularly true within the consumer
discretionary, producer durables and utilities sectors of the Index. On the
negative side, specific stocks within the integrated oils sector were the
largest underperformers.

         The portion of the Fund managed by Dresdner RCM Global Investors
underperformed the benchmark for the nine months ended September 30, 2003.
Both industry strategy and stock selection contributed to the
underperformance. Stock selection in consumer durables & apparel and
pharmaceuticals helped performance, while stock selection in healthcare
equipment & supplies and capital goods hurt performance. Industry strategy was
the biggest cause of underperformance for the nine-month period. Overweight to
pharmaceuticals and underweight to semiconductors & instruments hurt
performance. However, overweight to biotechnology and an underweight to
healthcare equipment & supplies helped returns.

         The performance of the indexed portion of the Fund for the nine-month
period was consistent with the performance of the Index after taking into
account fees and expenses.

         At September 30, 2003, the most heavily weighted sectors in the
Large-Cap Growth Equity Fund were technology, healthcare and consumer
discretionary, and securities representing the largest holdings based on
market value in the Fund included Pfizer Inc., General Electric Co., Microsoft
Corp., Intel Corp. and Cisco Systems Inc.

Large-Cap Value Equity Fund

         The Large-Cap Value Equity Fund seeks to outperform, over extended
periods of time, broad measures of the domestic stock market. The Fund invests
primarily in common stocks of companies that State Street Bank and its
investment advisor consider undervalued. A portion of the Fund (approximately
25%) is invested to replicate the Russell 1000 Value Index, which is comprised
of those Russell 1000 stocks with a greater than average value orientation.
The remainder of the Value Equity Fund is actively managed. State Street Bank
has retained Alliance Capital Management L.P., acting through its Bernstein
Investment Research and Management Unit, to serve as investment advisor to
provide investment advice and arrange for the execution of purchases and sales
of securities for the actively managed portion of the Fund. The indexed
portion of the Fund is invested through the State Street Bank and Trust
Company Russell 1000 Value Index Securities Lending Fund, a collective
investment fund maintained by State Street Bank.

         For the quarter ended September 30, 2003, the Large-Cap Value Equity
Fund experienced a total return, net of expenses, of 2.76%. By comparison, the
Russell 1000 Value Index produced an investment record of 2.06% for the same
period. For the nine months ended


                                      72
<PAGE>

September 30, 2003, the Fund experienced a total return, net of expenses,
of 14.24% compared to an investment record of 13.87% for the Russell
1000 Value Index. The Russell 1000 Value Index does not include an allowance
for the fees or expenses that an investor would pay for investing in the
securities that comprise the Index.

         The U.S. stock market rallied further during the quarter ended
September 30, 2003 on increased optimism about the outlook for the economy and
corporate earnings. Economically sensitive stocks led the market, particularly
technology, industrial resources and consumer cyclicals. The spread between
valuations of the cheapest and most expensive stocks has narrowed, and
therefore, so has the value opportunity. No major themes are driving the
markets; rather, value opportunities are spread across sectors. As such,
research-driven stock selection remains vital to outperformance, and indeed
resulted in the outperformance of the actively managed portion of the Fund in
the third quarter. Strength was spread across sectors, as reflected in the top
contributors, which came from the consumer discretionary, materials &
processing, utilities and technology sectors. Retailer holdings, including
Sears, V F Corp and Federated Department Stores, did well during the third
quarter, each posting a double-digit return. With regard to Sears, the company
announced in mid-July that it was selling its credit card division to Citibank
on even more favorable terms than anticipated. Buoyed by growing confidence in
the economy and hopes for asbestos litigation reform, paper companies,
including Georgia Pacific and Smurfit Stone, outperformed. Auto-parts
manufacturers Magna, Dana, Lear and Autoliv also did well, reflecting
continued investor confidence in the economy. In response to continued signs
of a recovery, technology stocks were among the top performers in the third
quarter, and a number of holdings outperformed. Electronic component
distributors Arrow and Avnet, telecommunications equipment manufacturers
Corning and Nortel Networks, and electronic manufacturing services companies
Solectron and Flextronics were among the strongest performers. As with top
contributors, detractors to relative performance came from a variety of
sectors. For example, a position in Hewlett Packard hurt performance; the
stock fell after Hewlett Packard reported depressed earnings. An underweight
of Merrill Lynch, which fared well, and overweights of National City and Qwest
Communications also hurt performance. Finally, the Fund's underweight in
Caterpillar, which posted a 24% increase in the third quarter, detracted from
returns.

         The performance of the indexed portion of the Fund for the quarter
was consistent with the performance of the Index after taking into account
fees and expenses.

         For the nine months ended September 30, 2003, the Fund outperformed
its benchmark. Stock selection in the technology sector was largely
responsible for the outperformance. Most notable was third quarter performance
by telecommunications equipment manufacturers Corning and Nortel Networks, and
electronic manufacturing services companies Solectron and Flextronics. Other
top contributors included Sears, Georgia Pacific and Lear. On the negative
side, Qwest Communications is down year-to-date. Other detractors to
performance included Freddie Mac and Comcast. Freddie Mac has declined since
disclosing accounting issues that resulted in the overstatement of past years'
earnings.

         For the indexed portion of the Fund, for the nine month period, the
performance was consistent with the performance of the Index after taking into
account fees and expenses.


                                      73
<PAGE>

         As of September 30, 2003, the most heavily weighted sectors in the
Large-Cap Value Equity Fund were financial, utilities and energy, and
securities representing the largest holdings in the Fund included Citigroup
Inc., Exxon Mobil Corp., Bank of America Corp., Altria Group Inc., Chevron
Texaco Corp. and Hewlett Packard Co.

Mid-Cap Growth Equity Fund

         The Mid-Cap Growth Equity Fund invests primarily in common stocks and
other equity-type securities issued by companies with market capitalization
between $1 billion and $12 billion at the time of investment that the Fund
believes have a strong earnings growth potential. The Mid-Cap Growth Equity
Fund seeks to achieve, over an extended period of time, total returns
comparable to or superior to those attained by broad measures of the domestic
stock market. State Street Bank has retained Turner Investment Partners to
serve as investment advisor to provide investment advice and arrange for the
execution of purchases and sales of securities for the Fund.

         For the quarter ended September 30, 2003, the Mid-Cap Growth Equity
Fund experienced a total return, net of expenses, of 9.56%. By comparison, the
Russell Mid-Cap Growth Index produced an investment record return of 7.16% for
the same period. For the nine months ended September 30, 2003, the Fund
experienced a total return, net of expenses, of 31.97% compared to an
investment record of 27.24% for the Russell Mid-Cap Growth Index. The Russell
Mid-Cap Growth Index does not include an allowance for the fees or expenses
that an investor would pay for investing in the securities that comprise the
Index.

         In the quarter ended September 30, 2003, the bulk of the Fund's
outperformance can be attributed to stock selection in the consumer
discretionary, producer durables and technology sectors. Within consumer
discretionary, underweighting the restaurant issues in favor of toy companies
like LeapFrog and Marvel added to relative performance. In the producer
durables area, the production equipment companies such as Cymer and Lam
Research also contributed positively. Finally, within technology,
overweighting the semiconductor names like National Semiconductor, Agere, and
Jabil Circuit contributed to outperformance. In the autos and transportation
sector, owning Delta instead of JetBlue reduced relative performance. However,
stock selection in the growth-oriented sectors more than offset this drag on
performance.

         For the nine months ended September 30, 2003, most of the Fund's
outperformance of the benchmark can be attributed to stock selection. The
portfolio was sector-neutral to the benchmark; however, there was deviation at
the industry level of the portfolio. The portfolio's outperformance was due in
part to the recent market rally and also to the improvement in earnings
expectations of growth-oriented companies. The Fund's investment approach is
based on the thesis that earnings expectations drive stock prices. Holdings
within the consumer discretionary, producer durables, technology and
healthcare sectors added the most value. Within consumer discretionary,
overweighting companies like Yahoo!, Doubleclick and Electronic Arts
contributed to relative performance. In technology and producer durables,
overweighting the semiconductor and certain equipment names also added
significantly to relative portfolio performance. In the healthcare area,
focusing on bio-pharmaceutical names like Gilead, Scios, Medimmune, and
Invitrogen contributed to relative performance.


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<PAGE>

         At September 30, 2003, the most heavily weighted sectors in the
Mid-Cap Growth Equity Fund were consumer discretionary, technology and
financial, and securities representing the largest holdings based on market
value in the Fund included KLA Tencor Corp., Lam Research Corp., Fiserv Inc.,
Chiron Corp. and Verisign Inc.

Mid-Cap Value Equity Fund

         The Mid-Cap Value Equity Fund invests primarily in common stocks and
other equity-type securities issued by companies with market capitalization
between $1 billion and $12 billion at the time of investment. The Fund invests
primarily in sectors and securities that State Street Bank and its investment
advisor consider undervalued. The Mid-Cap Value Equity Fund seeks to
outperform, over extended periods of time, broad measures of the domestic
stock market. State Street Bank has retained Ariel Capital Management to serve
as investment advisor to provide investment advice and arrange for the
execution of purchases and sales of securities for the Fund.

         For the quarter ended September 30, 2003, the Mid-Cap Value Equity
Fund experienced a total return, net of expenses, of 3.98%. By comparison, the
Russell Mid-Cap Value Index produced an investment record of 5.94% for the
same period. For the nine months ended September 30, 2003, the Fund
experienced a total return, net of expenses, of 17.65% compared to an
investment record of 19.83% for the Russell Mid-Cap Value Index. The Russell
Mid-Cap Value Index does not include an allowance for the fees or expenses
that an investor would pay for investing in the securities that comprise the
Index.

         During the quarter ended September 30, 2003, positive contributions
to returns came from holdings in the consumer discretionary & services,
financial services and healthcare sectors of the market. (Interestingly, these
sectors are the same areas that hindered relative performance in the first
quarter.) Companies experiencing a particularly strong third quarter included
Cendant, which benefited from very solid results in its mortgage business;
Interpublic Group, which experienced a positive response to its new management
team and improving results; both Janus Capital Group and Northern Trust, the
businesses of which were buoyed by the rising stock market; and Carnival
Corp., which saw its business recover as concerns over long-term travel trends
eased. Conversely, companies in the consumer staples sector of the market,
most notably Clorox, adversely affected results for the quarter. The long-term
view of the business prospects for Clorox is nonetheless believed to be quite
positive.

         For the nine months ended September 30, 2003, grown stocks fared
better than value stocks, and less financially conservative companies tended
to outperform their more well-established counterparts. These trends were
consistent across the market capitalization spectrum. For instance, the
technology sector strongly outperformed the Index during the period. The Fund
tended to favor more financially conservative issues during the period, and
this adversely impacted performance. Also, holdings in the consumer staples
and producer durables sectors held back performance. On the positive side, the
Fund's consumer discretionary and services issues performed well during the
period.

         At September 30, 2003, the most heavily weighted sectors in the
Mid-Cap Value Equity Fund were financial, consumer discretionary and
healthcare, and securities representing the largest holdings based on market
value in the Fund included IMS Health Inc., MBIA Inc., Accenture Ltd.,
Northern Trust Corp. and Baxter International Inc.

Small-Cap Equity Fund

         The Small-Cap Equity Fund invests primarily in common stocks and
equity-type securities. It may also invest in preferred stocks and convertible
debt instruments and non-equity securities, including investment grade bonds,
debentures and high quality money market instruments when State Street Bank
deems such investments to be appropriate in light of economic and market
conditions. The Fund seeks to achieve, over an extended period of time,



                                      75
<PAGE>

total returns comparable to or superior to those attained by broad measures of
the domestic stock market. State Street Bank has retained Capital Guardian
Trust Company and Sit Investment Associates, Inc. to serve as investment
advisors to provide investment advice and arrange for the execution of
purchases and sales of securities for respective portions of the Small-Cap
Equity Fund's assets.

         For the quarter ended September 30, 2003, the Small-Cap Equity Fund
experienced a total return, net of expenses, of 6.17%. By comparison, the
Russell 2000 Index produced an investment record of 9.08% for the same period.
For the nine months ended September 30, 2003, the Fund experienced a total
return, net of expenses, of 23.99% compared to an investment record of 28.58%
for the Russell 2000 Index. The Russell 2000 Index does not include any
allowance for the fees or expenses that an investor would pay for investing in
the stocks that comprise the Index.

         The portion of the Fund's assets managed by Capital Guardian
underperformed the Index for the quarter ended September 30, 2003 primarily
due to poor stock selection in financial services, although the portfolio's
underweight position in that sector was helpful. Poor stock selection in the
consumer discretionary and other energy sectors also hurt performance On the
positive side, good stock selection within the producer durables sector was
helpful, as was an overweight in that sector.

         The portion of the Fund's assets managed by Sit Investment Associates
underperformed the Index for the third quarter. A holding of cash reserves was
a relatively small component of the underperformance. Almost 90% of the
negative differential in the performance of this portfolio was due to stock
selection and 11% came from sector weighting. Of the stock selection
shortfall, almost 90% occurred in two sectors, health technology and
electronic technology. In the healthcare sector, ten of the 16 stocks held
rose in price in the quarter and seven of them rose by 25% or more. However,
two stocks, CryoLife and Biosite, both declined by more than 40% on
disappointing corporate developments. Biosite's relatively large weight meant
that it accounted for almost 30% of the underperformance as compared to the
Index during the quarter. In the case of the electronic technology sector, no
single company had a major impact and six stocks in the group rose by more
than 20%, but there were several others that experienced declines that
collectively resulted in the sector's overall underperformance in the quarter.

         For the nine months ended September 30, 2003, the results of the
portion of the Fund's assets managed by Capital Guardian were below that of
the Russell 3000 Index. Poor stock selection in consumer discretionary was the
largest factor, although underweights of the technology and healthcare
sectors, coupled with poor stock selection in these sectors, also hurt
performance. Also, an overweight position in materials & processing, together
with poor stock selection in this sector detracted from performance. On the
positive side, good stock selection in the producer durables and financial
services sectors helped performance, as did an overweight to producer durables
and an underweight to financial services.

          The segment of the Fund's assets managed by Sit Investment
Associates rose strongly in absolute terms for the nine-months September 30,
2003 but underperformed the benchmark. Approximately 1.8 percentage points, or
25%, of the shortfall to the Index was caused by the holding of cash reserves,
which are needed for liquidity purposes, in a stock market environment



                                      76
<PAGE>

that was robust. The differential in equity performance versus the Index was
essentially equally split between stock selection and industry weighting
factors. Virtually all of the stock selection underperformance can be
attributed to one sector, healthcare technology, and the two stocks noted
above were among the more negative contributors. The two largest detractors
from performance in terms of industry weightings were overweightings in
process industries and utilities, the Fund's positions in both of which rose
by more than 18% and outperformed their related Index sectors but nonetheless
lagged the Index.

         At September 30, 2003, the most heavily weighted sectors in the
Small-Cap Equity Fund were technology, consumer discretionary and materials,
and securities representing the largest holdings based on market value in the
Small-Cap Equity Fund included Cymer Inc., New York Community Bancorp Inc.,
Intersil Inc., Millipore Corp. and Pharmaceutical Research Inc.

Stable Asset Return Fund

         The Stable Asset Return Fund invests primarily in investment
contracts issued by insurance companies, banks or other financial
institutions. The Stable Asset Return Fund also invests in high quality money
market instruments, including obligations of the United States government,
notes, bonds and similar debt instruments of corporations, commercial paper,
certificates of deposit and time deposits, bankers' acceptances, variable and
indexed interest notes and repurchase agreements. State Street Bank is sole
manager of the Stable Asset Return Fund. The assets of the Fund are currently
invested in units of the State Street Bank and Trust Company ABA
Members/Pooled Stable Asset Fund Trust, a collective investment fund
maintained by State Street Bank, which in turn invests the high-quality
short-term instruments portion of its assets in The State Street Bank Yield
Enhancement Short Term Investment Fund, a collective investment fund
maintained by State Street Bank.

         For the quarter ended September 30, 2003, the Stable Asset Return
Fund produced an annualized return, net of expenses, of 3.09%. By comparison,
the Money Fund Report Money Market Fund "Tier One" Average (the "Money Fund
Report Average") for the same period was 0.44% on an annualized basis. A
combination of the Ryan Labs Three Year GIC Index and the Money Fund Report
Average, weighted 70%/30%, respectively, produced an annualized investment
record of 3.17%. For the nine months ended September 30, 2003, the Stable
Asset Return Fund produced an annualized return, net of expenses, of 3.26%,
the Money Fund Report Average for the same period was 0.55% and a combination
of the Ryan Labs Three Year GIC Index and the Money Fund Report Average,
weighted 70%/30%, respectively, produced an annualized investment record of
3.64%.

         For each of the quarter and the nine-month period, the Fund's strong
performance relative to the Money Fund Report Average was partly attributable
to the longer average maturity of the Fund's portfolio. The Fund's slight
underperformance relative to the combination benchmark resulted from the Fund
generally holding high-quality short-term investments in excess of 30% of the
portfolio, and this portion of the portfolio had lower returns than the portion
invested in investment contracts. Throughout the year the Federal Reserve has
maintained the discount rate at historically low levels and the Fund's overall
return performance continued to trend lower.


                                      77
<PAGE>

Structured Portfolio Service

         The portfolios of the Structured Portfolio Service invest in the
funds described above according to conservative, moderate and aggressive
portfolio allocations as follows:

         Conservative Portfolio                       Allocation
         ----------------------                       ----------

         Stable Asset Return Fund                          30%
         Intermediate Bond Fund                            35%
         Large-Cap Value Equity Fund                        7%
         Large-Cap Growth Equity Fund                       7%
         Index Equity Fund                                 14%
         International Equity Fund                          7%

         Moderate Portfolio                           Allocation
         ------------------                           ----------

         Stable Asset Return Fund                          10%
         Intermediate Bond Fund                            30%
         Large-Cap Value Equity Fund                        9%
         Large-Cap Growth Equity Fund                       9%
         Index Equity Fund                                 23%
         Mid-Cap Value Equity Fund                          2%
         Mid-Cap Growth Equity Fund                         2%
         International Equity Fund                         15%

         Aggressive Portfolio                         Allocation
         --------------------                         ----------

         Intermediate Bond Fund                            15%
         Large-Cap Value Equity Fund                       13%
         Large-Cap Growth Equity Fund                      13%
         Index Equity Fund                                 30%
         Mid-Cap Value Equity Fund                          3%
         Mid-Cap Growth Equity Fund                         3%
         Small-Cap Equity Fund                              3%
         International Equity Fund                         20%

         For the quarter ended September 30, 2003, the Structured Portfolio
Service experienced a total return, net of expenses, of 1.47% for the
Conservative Portfolio, 2.49% for the Moderate Portfolio, and 3.54% for the
Aggressive Portfolio. For the nine months ended September 30, 2003, the
Structured Portfolio Service experienced a total return, net of expenses, of
7.60% for the Conservative Portfolio, 11.12% for the Moderate Portfolio, and
14.61% for the Aggressive Portfolio.


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<PAGE>

Item 4. PROCEDURES AND CONTROLS.

Based on their evaluation as of the end of the period covered by this
quarterly report on Form 10-Q, the Collective Trust's Chief Executive Officer
and Chief Financial Officer have concluded that the Collective Trust's
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) are effective to ensure that material information relating to the
Collective Trust would be made known to them, particularly during the period
in which this quarterly report on Form 10-Q was being prepared. There was no
change in the Collective Trust's internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in
connection with the evaluation required by Rule 13a-15(d) of the Exchange Act
that occurred during the period covered by this quarterly report on Form 10-Q
that has materially affected, or is reasonably likely to materially affect,
the Collective Trust's internal control over financial reporting.





                                      79
<PAGE>



PART II.  OTHER INFORMATION.


Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the quarter ended September 30, 2003, the Collective Trust issued an
aggregate of approximately $191,117,866.48 in unregistered Units. Such Units
were offered and sold in reliance upon the exemption from registration under
Rule 180 promulgated under the Securities Act of 1933 relating to exemption
from registration of interests and participations issued in connection with
certain H.R. 10 plans.



Item 6. EXHIBITS AND REPORTS ON FORM 8-K

a. EXHIBITS

10.1        American Bar Association Members/State Street Collective Trust,
            Sixth Amended and Restated Fund Declaration for the Balanced Fund.

10.2        American Bar Association Members/State Street Collective Trust,
            Fifth Amended and Restated Fund Declaration for the Intermediate
            Bond Fund.

10.3        American Bar Association Members/State Street Collective Trust,
            Sixth Amended and Restated Fund Declaration for the Index Equity
            Fund.

31.1        Certification of James S. Phalen pursuant to Rule
            13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

31.2        Certification of Beth M. Halberstadt pursuant to Rule
            13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

32.1        Certification of James S. Phalen pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

32.2        Certification of Beth M. Halberstadt pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

b. REPORTS ON FORM 8-K

None.



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<PAGE>




                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, as of November 14, 2003.



                             AMERICAN BAR ASSOCIATION MEMBERS/STATE
                             STREET COLLECTIVE TRUST


                             By:   /s/ James S. Phalen
                                   -------------------------
                                    Name:   James S. Phalen
                                    Title:  Chief Executive Officer



                             By:    /s/ Beth M. Halberstadt
                                    ------------------------
                                    Name:   Beth M. Halberstadt
                                    Title:  Chief Financial Officer







                                      81
<PAGE>



EXHIBIT INDEX

Exhibit No.      Description
-----------      -----------

10.1        American Bar Association Members/State Street Collective Trust,
            Sixth Amended and Restated Fund Declaration for the Balanced Fund.

10.2        American Bar Association Members/State Street Collective Trust,
            Fifth Amended and Restated Fund Declaration for the Intermediate
            Bond Fund.

10.3        American Bar Association Members/State Street Collective Trust,
            Sixth Amended and Restated Fund Declaration for the Index Equity
            Fund.

31.1        Certification of James S. Phalen pursuant to Rule
            13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

31.2        Certification of Beth M. Halberstadt pursuant to Rule
            13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.

32.1        Certification of James S. Phalen pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.

32.2        Certification of Beth M. Halberstadt pursuant to 18 U.S.C. Section
            1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002.



                                      82