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, 2005.

[ ] 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 33-50080

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

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


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

      20 Trafalgar Square, Suite 449                    03063
           Nashua, New Hampshire                      (ZIP Code)
 (Address of principal executive offices)

                                (603) 589-4097
             (Registrant's Telephone Number, including Area Code)


------------------------------------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report

     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
                                                      -       -

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
                                                  Yes      No  X
                                                      -        -


<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
                  Financial Highlights.....................................................     4

         Index Equity Fund.................................................................     5
                  Statement of Assets and Liabilities......................................     5
                  Statement of Operations..................................................     6
                  Statement of Changes in Net Assets.......................................     7
                  Financial Highlights.....................................................     8

         Intermediate Bond Fund............................................................     9
                  Statement of Assets and Liabilities......................................     9
                  Statement of Operations..................................................    10
                  Statement of Changes in Net Assets.......................................    11
                  Financial Highlights.....................................................    12

         International Equity Fund.........................................................    13
                  Statement of Assets and Liabilities......................................    13
                  Statement of Operations..................................................    14
                  Statement of Changes in Net Assets.......................................    15
                  Financial Highlights.....................................................    16

         Large-Cap Growth Equity Fund......................................................    17
                  Statement of Assets and Liabilities......................................    17
                  Statement of Operations..................................................    18
                  Statement of Changes in Net Assets.......................................    19
                  Financial Highlights.....................................................    20

         Large-Cap Value Equity Fund.......................................................    21
                  Statement of Assets and Liabilities......................................    21
                  Statement of Operations..................................................    22
                  Statement of Changes in Net Assets.......................................    23
                  Financial Highlights.....................................................    24

         Mid-Cap Growth Equity Fund........................................................    25
                  Statement of Assets and Liabilities......................................    25
                  Statement of Operations..................................................    26
                  Statement of Changes in Net Assets.......................................    27
                  Financial Highlights.....................................................    28

         Mid-Cap Value Equity Fund.........................................................    29
<PAGE>

                  Statement of Assets and Liabilities......................................    29
                  Statement of Operations..................................................    30
                  Statement of Changes in Net Assets.......................................    31
                  Financial Highlights.....................................................    32

         Small-Cap Equity Fund.............................................................    33
                  Statement of Assets and Liabilities......................................    33
                  Statement of Operations..................................................    34
                  Statement of Changes in Net Assets.......................................    35
                  Financial Highlights.....................................................    36

         Stable Asset Return Fund..........................................................    37
                  Statement of Assets and Liabilities......................................    37
                  Statement of Operations..................................................    38
                  Statement of Changes in Net Assets.......................................    39
                  Financial Highlights.....................................................    40

         Structured Portfolio Service - Conservative Portfolio.............................    41
                  Statement of Assets and Liabilities......................................    41
                  Statement of Operations..................................................    42
                  Statement of Changes in Net Assets.......................................    43
                  Financial Highlights.....................................................    44

         Structured Portfolio Service - Moderate Portfolio.................................    45
                  Statement of Assets and Liabilities......................................    45
                  Statement of Operations..................................................    46
                  Statement of Changes in Net Assets.......................................    47
                  Financial Highlights.....................................................    48

         Structured Portfolio Service - Aggressive Portfolio...............................    49
                  Statement of Assets and Liabilities......................................    49
                  Statement of Operations..................................................    50
                  Statement of Changes in Net Assets.......................................    51
                  Financial Highlights.....................................................    52

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

         Item 2. Management's Discussion and Analysis of Financial Condition
                 and Results of Operations.................................................    66

         Item 4. Controls and Procedures...................................................    81

PART II. OTHER INFORMATION.................................................................    82

         Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...............    82

         Item 6. Exhibits..................................................................    82

SIGNATURES

</TABLE>



<PAGE>


PART I.  FINANCIAL INFORMATION.

Item 1.  FINANCIAL STATEMENTS (UNAUDITED).


        American Bar Association Members/ State Street Collective Trust
                                 Balanced Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $233,497,747) ....................................   $      286,208,928 (a)
  Investments in affiliated issuers, at value (cost $24,016,651) ...............           24,016,651
  Intermediate Bond Fund (cost $169,312,818 and units of 9,332,144) ............          178,512,859
  Cash .........................................................................                  867
  Receivable for investments sold ..............................................            1,744,609
  Dividends and interest receivable ............................................              223,020
                                                                                   ------------------
       Total assets ............................................................          490,706,934
                                                                                   ------------------
                                  Liabilities
  Payable for collateral received on securities loaned .........................           18,207,373
  Payable for investments purchased ............................................            1,072,353
  Payable for fund units redeemed ..............................................              810,998
  Investment advisory fee payable ..............................................              279,343
  State Street Bank and Trust Company--program fee payable .....................               61,997
  Trustee, management and administration fees payable ..........................               19,461
  American Bar Retirement Association--program fee payable .....................               10,382
  Other accruals ...............................................................               30,169
                                                                                   ------------------
       Total liabilities .......................................................           20,492,076
                                                                                   ------------------
Net Assets (equivalent to $78.86 per unit based on 5,962,498
units outstanding) .............................................................   $      470,214,858
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $17,842,542.


             The accompanying notes are an integral part of these
                       unaudited financial statements.




                                      1
<PAGE>



        American Bar Association Members/ State Street Collective Trust
                                 Balanced Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
Investment income
  Dividends (net of foreign tax expense of  $820 and $28,902, respectively) ....   $          978,332    $        3,096,003
  Interest- affiliated issuers .................................................               38,032               132,395
  Securities lending income ....................................................                6,653                17,778
                                                                                   ------------------    ------------------
                Total investment income ........................................            1,023,017             3,246,176
                                                                                   ------------------    ------------------
Expenses
  Investment advisory fee ......................................................              170,553               492,371
  State Street Bank and Trust Company--program fee .............................              192,945               579,138
  American Bar Retirement Association--program fee .............................               31,886                94,011
  Trustee, management and administration fees ..................................               59,910               172,536
  Reports to unitholders .......................................................               11,674                37,470
  Legal and audit fees .........................................................               24,299                61,401
  Compliance consultant fees ...................................................               29,222                60,514
  Registration fees ............................................................                1,578                 5,063
  Other fees ...................................................................                9,999                32,084
                                                                                   ------------------    ------------------
                Total expenses .................................................              532,066             1,534,588
                                                                                   ------------------    ------------------
Net investment income ..........................................................              490,951             1,711,588
                                                                                   ------------------    ------------------
Realized and unrealized gain on:
          Investments ..........................................................            5,561,288            14,373,829
          Intermediate Bond Fund ...............................................              285,189               628,798
                                                                                   ------------------    ------------------
                Net realized gain ..............................................            5,846,477            15,002,627
                                                                                   ------------------    ------------------

          Change in net unrealized appreciation (depreciation) on investments ..            2,886,336            (6,485,400)
                                                                                   ------------------    ------------------

               Net realized and unrealized gain ................................            8,732,813             8,517,227
                                                                                   ------------------    ------------------
Net increase in net assets resulting from operations ...........................   $        9,223,764    $       10,228,815
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      2
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                                 Balanced Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
From operations
  Net investment income ........................................................   $          490,951    $        1,711,588
  Net realized gain ............................................................            5,846,477            15,002,627
  Change in net unrealized appreciation (depreciation) .........................            2,886,336            (6,485,400)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................            9,223,764            10,228,815
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            3,515,541            15,725,056
  Cost of units redeemed .......................................................          (12,653,012)          (31,679,950)
                                                                                   ------------------    ------------------
           Net decrease in net assets resulting from unitholder transactions ...           (9,137,471)          (15,954,894)
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets ...............................               86,293            (5,726,079)
Net Assets
  Beginning of period ..........................................................          470,128,565           475,940,937
                                                                                   ------------------    ------------------
  End of period ................................................................   $      470,214,858    $      470,214,858
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................            6,078,017             6,167,129
     Issued ....................................................................               44,542               204,900
     Redeemed ..................................................................             (160,061)             (409,531)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................            5,962,498             5,962,498
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      3
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                                 Balanced Fund
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.17     $             0.53
Net expenses(+)++ ..............................................................                (0.09)                 (0.25)
                                                                                   ------------------     ------------------
Net investment income ..........................................................                 0.08                   0.28
Net realized and unrealized gain (loss) ........................................                 1.43                   1.41
                                                                                   ------------------     ------------------
Net increase in unit value .....................................................                 1.51                   1.69
Net asset value at beginning of period .........................................                77.35                  77.17
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            78.86     $            78.86
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 0.44%                  0.44%
Ratio of net investment income to average net assets* ..........................                 0.41%                  0.49%
Portfolio turnover**+++ ........................................................                    4%                    15%
Total return** .................................................................                 1.95%                  2.19%
Net assets at end of period (in thousands) .....................................   $          470,215     $          470,215

</TABLE>

------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion of its assets and does not
     include expenses charged to the Intermediate Bond Fund in which the
     Fund invests a portion of its assets.
+++  With respect to the portion of the Fund's assets invested in a
     collective investment fund, portfolio turnover reflects purchases and
     sales of the collective investment fund in which the Fund invests,
     rather than turnover of the underlying portfolio of such collective
     investment fund.


        The accompanying unaudited notes are an integral part of these
                            financial statements.





                                      4
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                               Index Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments in affiliated fund, at value:
  State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund
  (cost $374,014,894 and units of 40,879,824)...................................          415,257,252
                                                                                   ------------------
      Total assets .............................................................          415,257,252
                                                                                   ------------------
                                 Liabilities
  Due to custodian .............................................................                4,951
  Payable for fund units redeemed ..............................................              552,121
  State Street Bank and Trust Company--program fee payable .....................               87,427
  Trustee, management and administration fees payable ..........................               27,395
  American Bar Retirement Association--program fee payable .....................               14,057
  Other accruals ...............................................................               42,422
                                                                                   ------------------
      Total liabilities ........................................................              728,373
                                                                                   ------------------
Net Assets (equivalent to $31.31 per unit based on 13,238,477
units outstanding) .............................................................   $      414,528,879
                                                                                   ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      5
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                               Index Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
Investment income
  Securities lending income from underlying affiliated fund ....................   $            8,740    $           32,190
                                                                                   ------------------    ------------------
                Total investment income ........................................                8,740                32,190
                                                                                   ------------------    ------------------
Expenses
  State Street Bank and Trust Company--program fee .............................              269,804               792,886
  American Bar Retirement Association--program fee .............................               44,584               128,721
  Trustee, management and administration fees ..................................               83,769               236,429
  Reports to unitholders .......................................................               16,324                51,074
  Legal and audit fees .........................................................               33,975                83,953
  Compliance consultant fees ...................................................               40,858                83,012
  Registration fees ............................................................                2,207                 6,902
  Other fees ...................................................................               13,982                43,731
                                                                                   ------------------    ------------------
                Total expenses .................................................              505,503             1,426,708
                                                                                   ------------------    ------------------
Net investment loss ............................................................             (496,763)           (1,394,518)
                                                                                   ------------------    ------------------
Net realized and unrealized gain (loss) on investments in affiliated fund
           Net realized loss ...................................................             (295,228)           (1,143,203)
           Change in net unrealized appreciation ...............................           16,405,332            17,888,751
                                                                                   ------------------    ------------------

                Net realized and unrealized gain ...............................           16,110,104            16,745,548
                                                                                   ------------------    ------------------
Net increase (decrease) in net assets resulting from operations ................   $       15,613,341    $       15,351,030
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      6
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                               Index Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
From operations
  Net investment loss ..........................................................   $         (496,763)   $       (1,394,518)
  Net realized loss ............................................................             (295,228)           (1,143,203)
  Change in net unrealized appreciation ........................................           16,405,332            17,888,751
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................           15,613,341            15,351,030
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            4,090,368            30,411,037
  Cost of units redeemed .......................................................           (4,719,980)          (13,405,509)
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets resulting from
           unitholder transactions .............................................             (629,612)           17,005,528
                                                                                   ------------------    ------------------
           Net increase in net assets ..........................................           14,983,729            32,356,558
Net Assets
  Beginning of period ..........................................................          399,545,150           382,172,321
                                                                                   ------------------    ------------------
  End of period ................................................................   $      414,528,879    $      414,528,879
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................           13,257,357            12,655,903
    Issued .....................................................................              132,675             1,026,022
    Redeemed ...................................................................             (151,555)             (443,448)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................           13,238,477            13,238,477
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      7
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                               Index Equity Fund
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
Investment income+(a) ..........................................................   $             0.00     $            0.00
Net expenses(+)++ ..............................................................                (0.04)                (0.11)
                                                                                   ------------------     -----------------
Net investment loss ............................................................                (0.04)                (0.11)
Net realized and unrealized gain ...............................................                 1.21                  1.22
                                                                                   ------------------     -----------------
Net increase (decrease) in unit value ..........................................                 1.17                  1.11
Net asset value at beginning of period .........................................                30.14                 30.20
                                                                                   ------------------     -----------------
Net asset value at end of period ...............................................   $            31.31     $           31.31
                                                                                   ==================     =================

Ratio of net expenses to average net assets*++ .................................                 0.49%                 0.48%
Ratio of net investment loss to average net assets* ............................                (0.48)%               (0.47)%
Portfolio turnover**+++ ........................................................                    2%                    5%
Total return** .................................................................                 3.88%                 3.68%
Net assets at end of period (in thousands) .....................................   $          414,529     $         414,529

</TABLE>

---------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion of its assets.
+++  With respect to the portion of the Fund's assets invested in a collective
     investment fund, portfolio turnover reflects purchases and sales of the
     collective investment fund in which the Fund invests, rather than
     turnover of the underlying portfolio of such collective investment fund.
(a)  Amounts less than $0.005 per unit are rounded to zero.

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      8
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                            Intermediate Bond Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $501,407,060) ....................................   $      499,646,749 (a)
  Investments in affiliated issuers, at value (cost $85,757,442) ...............           85,757,442
  Foreign currency, at value (cost $910,113) ...................................              898,980
  Cash .........................................................................            7,436,661
  Receivable for investments sold ..............................................           31,214,920
  Interest receivable ..........................................................            2,573,883
  Receivable for fund units sold ...............................................            1,707,839
  Swap contracts, at value .....................................................            1,482,503
  Gross unrealized appreciation of forward currency exchange contracts .........              294,478
                                                                                   ------------------
       Total assets ............................................................          631,013,455
                                                                                   ------------------
                                  Liabilities
  Payable for collateral received on securities loaned .........................           85,723,370
  Payable for investments purchased ............................................           67,210,637
  Securities sold short, at value (proceeds received $6,326,484) ...............            6,252,187
  Swap contracts, at value .....................................................            1,739,925
  Payable for futures variation margin .........................................              332,768
  Investment advisory fee payable ..............................................              104,802
  State Street Bank and Trust Company--program fee payable .....................               99,801
  Payable for fund units redeemed ..............................................               83,949
  Trustee, management and administration fees payable ..........................               31,300
  American Bar Retirement Association--program fee payable .....................               16,692
  Other accruals ...............................................................               48,263
                                                                                   ------------------
       Total liabilities .......................................................          161,643,694
                                                                                   ------------------
Net Assets (equivalent to $19.12 per unit based on 24,543,230
units outstanding) .............................................................   $      469,369,761
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $83,797,699.

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      9
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                            Intermediate Bond Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income
  Dividends ....................................................................   $           42,928    $          130,110
  Interest- unaffiliated issuers ...............................................            5,416,808            13,452,020
  Interest- affiliated issuers .................................................               69,138               370,332
  Securities lending income ....................................................               18,395                23,093
                                                                                   ------------------    ------------------
                Total investment income ........................................            5,547,269            13,975,555
                                                                                   ------------------    ------------------
Expenses
  Investment advisory fee ......................................................              319,473               930,530
  State Street Bank and Trust Company--program fee .............................              307,578               921,553
  American Bar Retirement Association--program fee .............................               50,825               149,607
  Trustee, management and administration fees ..................................               95,491               274,759
  Reports to unitholders .......................................................               18,612                59,468
  Legal and audit fees .........................................................               38,736                97,496
  Compliance consultant fees ...................................................               46,583                96,145
  Registration fees ............................................................                2,516                 8,036
  Other fees ...................................................................               15,944                50,919
                                                                                   ------------------    ------------------
                Total expenses .................................................              895,758             2,588,513
                                                                                   ------------------    ------------------
Net investment income ..........................................................            4,651,511            11,387,042
                                                                                   ------------------    ------------------
Net realized and unrealized gain (loss)
  Net realized gain (loss) on:
          Investments ..........................................................              (67,779)            1,220,756
          Foreign currency transactions and forward currency
            exchange contracts..................................................             (290,003)            1,807,233
          Swap contracts .......................................................              128,163             1,535,915
          Written options ......................................................               58,484               421,552
          Futures contracts ....................................................             (557,761)           (1,811,853)
                                                                                   ------------------    ------------------
                Net realized gain (loss) .......................................             (728,896)            3,173,603
                                                                                   ------------------    ------------------
  Change in net unrealized appreciation (depreciation) on:
          Investments ..........................................................           (6,495,132)           (5,278,118)
          Foreign currency transactions and forward currency exchange contracts               306,697               415,469
          Written options ......................................................              (48,547)             (108,263)
          Futures contracts ....................................................           (1,293,797)           (1,689,648)
          Swaps contracts ......................................................                 (792)              332,851
                                                                                   ------------------    ------------------
                Change in net unrealized appreciation (depreciation) ...........           (7,531,571)           (6,327,709)
                                                                                   ------------------    ------------------

                Net realized and unrealized loss ...............................           (8,260,467)           (3,154,106)
                                                                                   ------------------    ------------------
Net increase (decrease) in net assets resulting from operations ................   $       (3,608,956)   $        8,232,936
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      10
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                            Intermediate Bond Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
From operations
  Net investment income ........................................................   $        4,651,511    $       11,387,042
  Net realized gain (loss) .....................................................             (728,896)            3,173,603
  Change in net unrealized appreciation (depreciation) .........................           (7,531,571)           (6,327,709)
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets resulting from operations .....           (3,608,956)            8,232,936
                                                                                   ------------------    ------------------
From unitholder transactions
  Proceeds from units issued ...................................................            9,688,148            33,313,854
  Cost of units redeemed .......................................................           (4,643,903)          (13,886,416)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from unitholder transactions ...            5,044,245            19,427,438
                                                                                   ------------------    ------------------
           Net increase in net assets ..........................................            1,435,289            27,660,374
Net Assets
  Beginning of period ..........................................................          467,934,472           441,709,387
                                                                                   ------------------    ------------------
  End of period ................................................................   $      469,369,761    $      469,369,761
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................           24,278,921            23,511,425
     Issued ....................................................................              505,982             1,758,422
     Redeemed ..................................................................             (241,673)             (726,617)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................           24,543,230            24,543,230
                                                                                   ==================    ==================

</TABLE>


             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      11
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                            Intermediate Bond Fund
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                   <C>
Investment income+ .............................................................   $             0.23     $             0.58
Net expenses(+)++ ..............................................................                (0.04)                 (0.11)
                                                                                   ------------------     ------------------
Net investment income ..........................................................                 0.19                   0.47
Net realized and unrealized loss ...............................................                (0.34)                 (0.14)
                                                                                   ------------------     ------------------
Net increase (decrease) in unit value ..........................................                (0.15)                  0.33
Net asset value at beginning of period .........................................                19.27                  18.79
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            19.12     $            19.12
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 0.76%                  0.75%
Ratio of net investment income to average net assets* ..........................                 3.93%                  3.31%
Portfolio turnover** ...........................................................                   67%                   238%
Total return** .................................................................                (0.78)%                 1.76%
Net assets at end of period (in thousands) .....................................   $          469,370     $          469,370

</TABLE>

-------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion of its assets.

             The accompanying notes are an integral part of these
                        unaudited financial statements.




                                      12
<PAGE>



        American Bar Association Members/ State Street Collective Trust
                           International Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $146,961,781) ....................................   $      193,920,181 (a)
  Investments in affilated issuers, at value (cost $30,349,421) ................           30,349,421
  Foreign currency, at value (cost $134,767) ...................................              132,108
  Dividends receivable .........................................................              442,196
  Receivable for fund units sold ...............................................              161,131
  Tax reclaims receivable ......................................................              157,592
  Receivable for investments sold ..............................................               19,449
                                                                                   ------------------
       Total assets ............................................................          225,182,078
                                                                                   ------------------
                                 Liabilities
  Payable for collateral received on securities loaned .........................           25,068,294
  Payable for fund units redeemed ..............................................            2,022,589
  Payable for investments purchased ............................................            1,041,048
  Investment advisory fee payable ..............................................              150,297
  State Street Bank and Trust Company--program fee payable .....................               41,471
  Trustee, management and administration fees payable ..........................               12,958
  American Bar Retirement Association--program fee payable .....................                6,899
  Other accruals ...............................................................               20,001
                                                                                   ------------------
       Total liabilities .......................................................           28,363,557
                                                                                   ------------------
Net Assets (equivalent to $23.84 per unit based on 8,257,030
units outstanding) .............................................................   $      196,818,521
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $23,878,318.

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      13
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           International Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period       For the period
                                                                                      July 1, 2005 to   January 1, 2005 to
                                                                                   September 30, 2005   September 30, 2005
                                                                                   ==================   ==================
<S>                                                                                <C>                    <C>
Investment income
  Dividends (net of foreign tax expense of $18,394 and $301,147, respectively) .   $          937,882   $        3,952,460
  Interest- affiliated issuers .................................................               31,088              110,112
  Securities lending income ....................................................               41,686               86,935
                                                                                   ------------------   ------------------
                Total investment income ........................................            1,010,656            4,149,507
                                                                                   ------------------   ------------------
Expenses
  Investment advisory fee ......................................................              282,109              785,590
  State Street Bank and Trust Company--program fee .............................              124,894              356,467
  American Bar Retirement Association--program fee .............................               20,634               57,891
  Trustee, management and administration fees ..................................               38,765              106,430
  Reports to unitholders .......................................................                7,564               22,811
  Legal and audit fees .........................................................               15,744               37,674
  Compliance consulatant fees ..................................................               18,934               37,431
  Registration fees ............................................................                1,023                3,083
  Other fees ...................................................................                6,481               19,534
                                                                                   ------------------   ------------------
                Total expenses .................................................              516,148            1,426,911
                                                                                   ------------------   ------------------
Net investment income ..........................................................              494,508            2,722,596
                                                                                   ------------------   ------------------
Realized and unrealized gain (loss)
  Net realized gain (loss) on:
          Investment securities ................................................            4,781,592           11,282,281
          Foreign currency .....................................................               12,635              (49,841)
                                                                                   ------------------   ------------------
                Net realized gain ..............................................            4,794,227           11,232,440
                                                                                   ------------------   ------------------
  Change in net unrealized appreciation (depreciation) on:
          Investment securities ................................................           12,136,203            2,630,713
          Foreign currency .....................................................                6,518              (30,399)
                                                                                   ------------------   ------------------
          Change in net unrealized appreciation (depreciation) .................           12,142,721            2,600,314
                                                                                   ------------------   ------------------

                Net realized and unrealized gain ...............................           16,936,948           13,832,754
                                                                                   ------------------   ------------------
Net increase in net assets resulting from operations ...........................   $       17,431,456   $       16,555,350
                                                                                   ==================   ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      14
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           International Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
From operations
  Net investment income ........................................................   $          494,508    $        2,722,596
  Net realized gain ............................................................            4,794,227            11,232,440
  Change in net unrealized appreciation (depreciation) .........................           12,142,721             2,600,314
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................           17,431,456            16,555,350
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            3,763,035            35,957,977
  Cost of units redeemed .......................................................           (5,793,076)          (14,408,353)
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets resulting from
           unitholder transactions .............................................           (2,030,041)           21,549,624
                                                                                   ------------------    ------------------
           Net increase in net assets ..........................................           15,401,415            38,104,974

Net Assets
  Beginning of period ..........................................................          181,417,106           158,713,547
                                                                                   ------------------    ------------------
  End of period ................................................................   $      196,818,521    $      196,818,521
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................            8,342,267             7,257,708
     Issued ....................................................................              164,636             1,652,284
     Redeemed ..................................................................             (249,873)             (652,962)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................            8,257,030             8,257,030
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      15
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           International Equity Fund
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.12     $             0.52
Net expenses(+)++ ..............................................................                (0.06)                 (0.18)
                                                                                   ------------------     ------------------
Net investment income ..........................................................                 0.06                   0.34
Net realized and unrealized gain ...............................................                 2.03                   1.63
                                                                                   ------------------     ------------------
Net decrease in unit value .....................................................                 2.09                   1.97
Net asset value at beginning of period .........................................                21.75                  21.87
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            23.84     $            23.84
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 1.07%                  1.07%
Ratio of net investment income to average net assets* ..........................                 1.03%                  2.04%
Portfolio turnover** ...........................................................                    8%                    24%
Total return** .................................................................                 9.61%                  9.01%
Net assets at end of period (in thousands) .....................................   $          196,819     $          196,819

</TABLE>

-------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion is its assets.

             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      16
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                         Large-Cap Growth Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $452,398,515) ....................................   $      533,763,949 (a)
  Investments in affiliated issuers, at value (cost $221,902,004) ..............          288,052,201
  Receivable for investments sold ..............................................            1,412,128
  Dividends and interest receivable ............................................              316,881
                                                                                   ------------------
       Total assets ............................................................          823,545,159
                                                                                   ------------------
                                 Liabilities
  Due to custodian .............................................................                1,351
  Payable for collateral received on securities loaned .........................           30,306,269
  Payable for fund units redeemed ..............................................            2,333,134
  Payable for investments purchased ............................................            1,080,389
  Investment advisory fee payable ..............................................              468,108
  State Street Bank and Trust Company--program fee payable .....................              166,576
  Trustee, management and administration fees payable ..........................               52,352
  American Bar Retirement Association--program fee payable .....................               27,901
  Other accruals ...............................................................               81,070
                                                                                   ------------------
       Total liabilities .......................................................           34,517,150
                                                                                   ------------------
Net Assets (equivalent to $47.29 per unit based on 16,685,778
units outstanding) .............................................................   $      789,028,009
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $29,698,638.


             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      17
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                         Large-Cap Growth Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period       For the period
                                                                                      July 1, 2005 to   January 1, 2005 to
                                                                                   September 30, 2005   September 30, 2005
                                                                                   ==================   ==================
<S>                                                                                <C>                    <C>
Investment income
  Dividends (net of foreign tax expense of $708 and $23,754, respectively) .....   $        1,340,098   $        4,497,662
  Interest- affiliated issuers .................................................               73,132              239,568
  Securities lending income ....................................................               11,990               37,019
                                                                                   ------------------   ------------------
                Total investment income ........................................            1,425,220            4,774,249
                                                                                   ------------------   ------------------
Expenses
  Investment advisory fee ......................................................              372,726            1,092,932
  State Street Bank and Trust Company--program fee .............................              521,608            1,583,690
  American Bar Retirement Association--program fee .............................               86,204              257,041
  Trustee, management and administration fees ..................................              161,972              471,533
  Reports to unitholders .......................................................               31,553              102,801
  Legal and audit fees .........................................................               65,665              168,137
  Compliance consultant fees ...................................................               78,969              165,399
  Registration fees ............................................................                4,266               13,891
  Other fees ...................................................................               27,026               88,020
                                                                                   ------------------   ------------------
                Total expenses .................................................            1,349,989            3,943,444
                                                                                   ------------------   ------------------
Net investment income ..........................................................               75,231              830,805
                                                                                   ------------------   ------------------
Net realized and unrealized gain (loss) on investments
  Net realized gain- unaffiliated issuers ......................................            8,208,768           19,667,388
  Net realized gain- affiliated issuers ........................................            2,400,945            6,379,475
                                                                                   ------------------   ------------------
                Net realized gain ..............................................           10,609,713           26,046,863
                                                                                   ------------------   ------------------

  Change in net unrealized appreciation (depreciation) on investments ..........           19,602,399           (9,168,021)
                                                                                   ------------------   ------------------

                Net realized and unrealized gain ...............................           30,212,112           16,878,842
                                                                                   ------------------   ------------------
Net increase in net assets resulting from operations ...........................   $       30,287,343   $       17,709,647
                                                                                   ==================   ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      18
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                         Large-Cap Growth Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
From operations
  Net investment income ........................................................   $           75,231    $          830,805
  Net realized gain ............................................................           10,609,713            26,046,863
  Change in net unrealized appreciation (depreciation) on investments ..........           19,602,399            (9,168,021)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................           30,287,343            17,709,647
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            1,398,953            12,876,421
  Cost of units redeemed .......................................................          (23,809,010)          (72,747,915)
                                                                                   ------------------    ------------------
           Net decrease in net assets resulting from unitholder transactions ...          (22,410,057)          (59,871,494)
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets ...............................            7,877,286           (42,161,847)
Net Assets
  Beginning of period ..........................................................          781,150,723           831,189,856
                                                                                   ------------------    ------------------
  End of period ................................................................   $      789,028,009    $      789,028,009
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................           17,161,635            17,999,653
     Issued ....................................................................               29,854               285,505
     Redeemed ..................................................................             (505,711)           (1,599,380)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................           16,685,778            16,685,778
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      19
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                         Large-Cap Growth Equity Fund
                             Financial Highlights
                                   Unaudited
                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.08     $             0.28
Net expenses(+)++ ..............................................................                (0.08)                 (0.23)
                                                                                   ------------------     ------------------
Net investment income ..........................................................                 0.00                   0.05
Net realized and unrealized gain ...............................................                 1.77                   1.06
                                                                                   ------------------     ------------------
Net increase in unit value .....................................................                 1.77                   1.11
Net asset value at beginning of period .........................................                45.52                  46.18
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            47.29     $            47.29
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 0.67%                  0.67%
Ratio of net investment income to average net assets* ..........................                 0.04%                  0.14%
Portfolio turnover**+++ ........................................................                    9%                    27%
Total return** .................................................................                 3.89%                  2.40%
Net assets at end of period (in thousands) .....................................   $          789,028     $          789,028

</TABLE>

-------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion of its assets.
+++  With respect to the portion of the Fund's assets invested in a collective
     investment fund, portfolio turnover reflects purchases and sales 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
                       unaudited financial statements.





                                      20
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Large-Cap Value Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $242,640,689) ....................................   $      294,297,373 (a)
  Investments in affiliated issuers, at value (cost $99,824,266) ...............          122,621,401
  Receivable for investments sold ..............................................            2,300,031
  Dividends and interest receivable ............................................              353,842
                                                                                   ------------------
       Total assets ............................................................          419,572,647
                                                                                   ------------------
                                 Liabilities
  Payable for collateral received on securities loaned .........................           16,477,469
  Payable for investments purchased ............................................            4,488,992
  Payable for fund units redeemed ..............................................            1,666,718
  State Street Bank and Trust Company--program fee payable .....................               83,844
  Investment advisory fee payable ..............................................               63,615
  Trustee, management and administration fees payable ..........................               26,260
  American Bar Retirement Association--program fee payable .....................               13,994
  Due to custodian .............................................................                1,816
  Other accruals ...............................................................               40,623
                                                                                   ------------------
       Total liabilities .......................................................           22,863,331
                                                                                   ------------------
Net Assets (equivalent to $35.94 per unit based on 11,038,716
units outstanding) .............................................................   $      396,709,316
                                                                                   ==================

(a) Includes securities on loan with a value of $16,067,549.

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      21
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Large-Cap Value Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
Investment income
  Dividends (net of foreign tax expense of $0 and $2,245, respectively) ........   $        1,618,346   $        4,767,279
  Interest- affiliated issuers .................................................               74,310              193,971
  Securities lending income ....................................................                7,019               16,213
                                                                                   ------------------   ------------------
                Total investment income ........................................            1,699,675            4,977,463
                                                                                   ------------------   ------------------
Expenses
  Investment advisory fee ......................................................              194,714              561,346
  State Street Bank and Trust Company--program fee .............................              258,918              758,026
  American Bar Retirement Association--program fee .............................               42,786              123,068
  Trustee, management and administration fees ..................................               80,390              226,074
  Reports to unitholders .......................................................               15,669               48,755
  Legal and audit fees .........................................................               32,607               80,191
  Compliance consultant fees ...................................................               39,214               79,349
  Registration fees ............................................................                2,118                6,588
  Other fees ...................................................................               13,420               41,745
                                                                                   ------------------   ------------------
                Total expenses .................................................              679,836            1,925,142
                                                                                   ------------------   ------------------
Net investment income ..........................................................            1,019,839            3,052,321
                                                                                   ------------------   ------------------

Net realized and unrealized gain (loss)
  Net realized gain (loss) on:
          Investments- unaffiliated issuers ....................................            3,737,679            8,872,548
          Investments- affiliated issuers ......................................              534,580            1,412,846
          Foreign currency transactions ........................................                    0                 (403)
                                                                                   ------------------   ------------------
                Net realized gain ..............................................            4,272,259           10,284,991
                                                                                   ------------------   ------------------

  Change in net unrealized appreciation (depreciation) on:
         Investments ...........................................................            9,701,853            6,827,880
                                                                                   ------------------   ------------------
               Net realized and unrealized gain ................................           13,974,112           17,112,871
                                                                                   ------------------   ------------------
Net increase in net assets resulting from operations ...........................   $       14,993,951   $       20,165,192
                                                                                   ==================   ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      22
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Large-Cap Value Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
From operations
  Net investment income ........................................................   $        1,019,839    $        3,052,321
  Net realized gain ............................................................            4,272,259            10,284,991
  Change in net unrealized appreciation (depreciation) on investments ..........            9,701,853             6,827,880
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets resulting from operations .....           14,993,951            20,165,192
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            6,170,617            38,111,748
  Cost of units redeemed .......................................................           (7,815,346)          (21,657,225)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from unitholder transactions ...           (1,644,729)           16,454,523
                                                                                   ------------------    ------------------
           Net increase in net assets ..........................................           13,349,222            36,619,715
Net Assets
  Beginning of period ..........................................................          383,360,094           360,089,601
                                                                                   ------------------    ------------------
  End of period ................................................................   $      396,709,316    $      396,709,316
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................           11,083,715            10,548,861
     Issued ....................................................................              174,087             1,116,152
     Redeemed ..................................................................             (219,086)             (626,297)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................           11,038,716            11,038,716
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      23
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Large-Cap Value Equity Fund
                             Financial Highlights
                                   Unaudited
                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.15     $             0.45
Net expenses(+)++ ..............................................................                (0.06)                 (0.18)
                                                                                   ------------------     ------------------
Net investment income ..........................................................                 0.09                   0.27
Net realized and unrealized gain ...............................................                 1.26                   1.53
                                                                                   ------------------     ------------------
Net increase in unit value .....................................................                 1.35                   1.80
Net asset value at beginning of period .........................................                34.59                  34.14
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            35.94     $            35.94
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 0.68%                  0.68%
Ratio of net investment income to average net assets* ..........................                 1.02%                  1.08%
Portfolio turnover**+++ ........................................................                    5%                    15%
Total return** .................................................................                 3.90%                  5.27%
Net assets at end of period (in thousands) .....................................   $          396,709     $          396,709

</TABLE>

-----------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion of its assets.
+++  With respect to the portion of the Fund's assets invested in a collective
     investment fund, portfolio turnover reflects purchases and sales 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
                       unaudited financial statements.





                                      24
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $67,725,279) .....................................   $       81,160,157 (a)
  Investments in affiliated issuers, at value (cost $19,115,997) ...............           19,115,997
  Cash .........................................................................                   81
  Receivable for investments sold ..............................................              548,438
  Dividends and interest receivable ............................................               17,271
                                                                                   ------------------
       Total assets ............................................................          100,841,944
                                                                                   ------------------
                                 Liabilities
  Payable for collateral received on securities loaned .........................           18,143,345
  Payable for investments purchased ............................................            1,017,717
  Payable for fund units redeemed ..............................................              201,639
  Investment advisory fee payable ..............................................              126,123
  State Street Bank and Trust Company--program fee payable .....................               17,010
  Trustee, management and administration fees payable ..........................                5,316
  American Bar Retirement Association--program fee payable .....................                2,834
  Other accruals ...............................................................                8,246
                                                                                   ------------------
       Total liabilities .......................................................           19,522,230
                                                                                   ------------------
Net Assets (equivalent to $20.40 per unit based on 3,986,982
units outstanding) .............................................................   $       81,319,714
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $17,869,574

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      25
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income
  Dividends (net of foreign tax expense of $0 and $150, respectively) ..........   $           73,639    $          193,332
  Interest- affiliated issuer ..................................................               19,120                44,776
  Securities lending income ....................................................                4,455                12,827
                                                                                   ------------------    ------------------
                Total investment income ........................................               97,214               250,935
                                                                                   ------------------    ------------------
Expenses
  Investment advisory fee ......................................................              126,123               345,579
  State Street Bank and Trust Company--program fee .............................               51,905               145,712
  American Bar Retirement Association--program fee .............................                8,576                23,666
  Trustee, management and administration fees ..................................               16,114                43,511
  Reports to unitholders .......................................................                3,142                 9,336
  Legal and audit fees .........................................................                6,539                15,448
  Compliance consultant fees ...................................................                7,864                15,379
  Registration fees ............................................................                  425                 1,262
  Other fees ...................................................................                2,691                 7,994
                                                                                   ------------------    ------------------
                Total expenses .................................................              223,379               607,887
                                                                                   ------------------    ------------------
Net investment loss ............................................................             (126,165)             (356,952)
                                                                                   ------------------    ------------------
Net realized and unrealized gain on investments
           Net realized gain ...................................................            2,756,417             4,782,724
           Change in net unrealized appreciation (depreciation) ................            2,749,393             1,802,921
                                                                                   ------------------    ------------------

                Net realized and unrealized gain ................................            5,505,810             6,585,645
                                                                                   ------------------    ------------------
Net increase in net assets resulting from operations ...........................   $        5,379,645    $        6,228,693
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      26
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                          Mid-Cap Growth Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
From operations
  Net investment loss ..........................................................   $         (126,165)   $         (356,952)
  Net realized gain ............................................................            2,756,417             4,782,724
  Change in net unrealized appreciation (depreciation) on investments ..........            2,749,393             1,802,921
                                                                                   ------------------    ------------------
          Net increase in net assets resulting from operations .................            5,379,645             6,228,693
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            3,142,992            13,837,251
  Cost of units redeemed .......................................................           (2,260,478)           (5,596,985)
                                                                                   ------------------    ------------------
          Net increase in net assets resulting from unitholder transactions ....              882,514             8,240,266
                                                                                   ------------------    ------------------
          Net increase in net assets ...........................................            6,262,159            14,468,959
Net Assets
  Beginning of period ..........................................................           75,057,555            66,850,755
                                                                                   ------------------    ------------------
  End of period ................................................................   $       81,319,714    $       81,319,714
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................            3,942,198             3,545,041
     Issued ....................................................................              159,241               740,022
     Redeemed ..................................................................             (114,457)             (298,081)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................            3,986,982             3,986,982
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      27
<PAGE>





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

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.02     $             0.07
Net expenses(+)++ ..............................................................                (0.06)                 (0.16)
                                                                                   ------------------     ------------------
Net investment loss ............................................................                (0.04)                 (0.09)
Net realized and unrealized gain ...............................................                 1.40                   1.63
                                                                                   ------------------     ------------------
Net increase in unit value .....................................................                 1.36                   1.54
Net asset value at beginning of period .........................................                19.04                  18.86
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            20.40     $            20.40
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 1.12%                  1.12%
Ratio of net investment loss to average net assets* ............................               (0.63)%                (0.66)%
Portfolio turnover** ...........................................................                   47%                   119%
Total return** .................................................................                 7.14%                  8.17%
Net assets at end of period (in thousands) .....................................   $           81,320     $           81,320

</TABLE>

-----------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment funds
     in which the Fund invests a portion of its assets.

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      28
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Mid-Cap Value Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $57,214,572) .....................................   $       64,717,598 (a)
  Investments in affiliated issuers, at value (cost $5,690,983) ................            5,690,983
  Dividends and interest receivable ............................................               60,804
                                                                                   ------------------
       Total assets ............................................................           70,469,385
                                                                                   ------------------
                                 Liabilities
  Due to custodian .............................................................                  258
  Payable for collateral received on securities loaned .........................            2,685,894
  Payable for investments purchased ............................................              160,527
  Payable for fund units redeemed ..............................................              113,267
  Investment advisory fee payable ..............................................               31,792
  State Street Bank and Trust Company--program fee payable .....................               14,278
  Trustee, management and administration fees payable ..........................                4,461
  American Bar Retirement Association--program fee payable .....................                2,371
  Other accruals ...............................................................                6,922
                                                                                   ------------------
       Total liabilities .......................................................            3,019,770
                                                                                   ------------------
Net Assets (equivalent to $14.57 per unit based on 4,630,289
units outstanding) .............................................................   $       67,449,615
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $2,644,691.

        The accompanying notes are an integral part of these unaudited
                            financial statements.





                                      29
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Mid-Cap Value Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income
  Dividends (net of foreign tax expense of $563 and $563, respectively) ........   $          187,793     $         554,289
  Interest- affiliated issuers .................................................               34,662               107,071
  Securities lending income ....................................................                  712                 1,843
                                                                                   ------------------     -----------------
                Total investment income ........................................              223,167               663,203
                                                                                   ------------------     -----------------
Expenses
  Investment advisory fee ......................................................               97,499               269,536
  State Street Bank and Trust Company--program fee .............................               44,125               124,153
  American Bar Retirement Association--program fee .............................                7,291                20,166
  Trustee, management and administration fees ..................................               13,701                37,106
  Reports to unitholders .......................................................                2,671                 7,926
  Legal and audit fees .........................................................                5,557                13,115
  Compliance consultant fees ...................................................                6,682                13,057
  Registration fees ............................................................                  361                 1,070
  Other fees ...................................................................                2,287                 6,786
                                                                                   ------------------     -----------------
                Total expenses .................................................              180,174               492,915
                                                                                   ------------------     -----------------
Net investment income ..........................................................               42,993               170,288
                                                                                   ------------------     -----------------
Net realized and unrealized gain (loss) on investments
  Net realized gain (loss) on:
          Investments ..........................................................            1,126,199              2,476,808
          Foreign currency transactions ........................................                    0                   (140)
                                                                                   ------------------     ------------------
                Net realized gain ..............................................            1,126,199              2,476,668
                                                                                   ------------------     ------------------
  Change in net unrealized appreciation (depreciation) on:
         Investments ...........................................................             (287,813)            (1,455,933)
                                                                                   ------------------     ------------------
                Net realized and unrealized gain ...............................              838,386              1,020,735
                                                                                   ------------------     ------------------
Net increase in net assets resulting from operations ...........................   $          881,379     $        1,191,023
                                                                                   ==================     ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      30
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Mid-Cap Value Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
From operations
  Net investment income ........................................................   $           42,993    $          170,288
  Net realized gain ............................................................            1,126,199             2,476,668
  Change in net unrealized appreciation (depreciation) on investments ..........             (287,813)           (1,455,933)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................              881,379             1,191,023
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            2,630,759            16,038,872
  Cost of units redeemed .......................................................           (1,402,606)           (3,143,151)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from unitholder transactions ...            1,228,153            12,895,721
                                                                                   ------------------    ------------------
           Net increase in net assets ..........................................            2,109,532            14,086,744
Net Assets
  Beginning of period ..........................................................           65,340,083            53,362,871
                                                                                   ------------------    ------------------
  End of period ................................................................   $       67,449,615    $       67,449,615
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................            4,546,940             3,713,649
     Issued ....................................................................              178,937             1,136,798
     Redeemed ..................................................................              (95,588)             (220,158)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................            4,630,289             4,630,289
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      31
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Mid-Cap Value Equity Fund
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.05     $             0.15
Net expenses(+)++ ..............................................................                (0.04)                 (0.11)
                                                                                   ------------------     ------------------
Net investment income ..........................................................                 0.01                   0.04
Net realized and unrealized gain ...............................................                 0.19                   0.16
                                                                                   ------------------     ------------------
Net increase in unit value(a) ..................................................                 0.20                   0.20
Net asset value at beginning of period .........................................                14.37                  14.37
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            14.57     $            14.57
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 1.06%                  1.06%
Ratio of net investment income to average net assets* ..........................                 0.25%                  0.37%
Portfolio turnover** ...........................................................                    7%                    21%
Total return** .................................................................                 1.37%                  1.39%
Net assets at end of period (in thousands) .....................................   $           67,450     $           67,450

</TABLE>

-------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment
     funds in which the Fund invests a portion of its assets.
(a)  Amounts less than $0.005 per unit are rounded to zero.

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      32
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                             Small-Cap Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
  Investments, at value (cost $243,557,522) ....................................   $      271,708,320 (a)
  Investments in affiliated issuers, at value (cost $137,099,224) ..............          138,908,143
  Cash .........................................................................               16,631
  Receivable for investments sold ..............................................            2,310,982
  Dividends and interest receivable ............................................               91,222
                                                                                   ------------------
       Total assets ............................................................          413,035,298
                                                                                   ------------------
                                 Liabilities
  Payable for collateral received on securities loaned .........................           87,518,919
  Payable for investments purchased ............................................            5,192,957
  Payable for fund units redeemed ..............................................            1,298,235
  Investment advisory fee payable ..............................................              214,703
  State Street Bank and Trust Company--program fee payable .....................               67,236
  Trustee, management and administration fees payable ..........................               21,095
  American Bar Retirement Association--program fee payable .....................               11,235
  Other accruals ...............................................................               32,732
                                                                                   ------------------
       Total liabilities .......................................................           94,357,112
                                                                                   ------------------
Net Assets (equivalent to $67.37 per unit based on 4,730,349
units outstanding)..............................................................   $      318,678,186
                                                                                   ==================

</TABLE>

(a) Includes securities on loan with a value of $86,031,778.


             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      33
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                             Small-Cap Equity Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
Investment income
  Dividends ....................................................................   $          353,553    $        1,549,141
  Interest- affiliated issuers .................................................               76,813               174,086
  Securities lending income ....................................................               48,299               166,639
                                                                                   ------------------    ------------------
                Total investment income ........................................              478,665             1,889,866
                                                                                   ------------------    ------------------
Expenses
  Investment advisory fee ......................................................              497,838             1,279,206
  State Street Bank and Trust Company--program fee .............................              208,506               613,700
  American Bar Retirement Association--program fee .............................               34,456                99,624
  Trustee, management and administration fees ..................................               64,740               182,812
  Reports to unitholders .......................................................               12,616                39,748
  Legal and audit fees .........................................................               26,257                65,279
  Compliance consultant fees ...................................................               31,575                64,488
  Registration fees ............................................................                1,706                 5,372
  Other fees ...................................................................               10,807                34,033
                                                                                   ------------------    ------------------
                Total expenses .................................................              888,501             2,384,262
                                                                                   ------------------    ------------------
Net investment loss ............................................................             (409,836)             (494,396)
                                                                                   ------------------    ------------------
Net realized and unrealized gain on investments
  Net realized gain on:
          Investments- unaffiliated issuers ....................................            5,333,399            10,394,785
          Investments- affiliated issuers ......................................              242,711               242,711
                                                                                   ------------------    ------------------
                Net realized gain ..............................................            5,576,110            10,637,496
                                                                                   ------------------    ------------------
  Change in net unrealized appreciation (depreciation) on investments ..........           12,121,909             5,549,916
                                                                                   ------------------    ------------------

                Net realized and unrealized gain ...............................           17,698,019            16,187,412
                                                                                   ------------------    ------------------
Net increase in net assets resulting from operations ...........................   $       17,288,183    $       15,693,016
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      34
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                             Small-Cap Equity Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                    <C>
From operations
  Net investment loss ..........................................................   $         (409,836)   $         (494,396)
  Net realized gain ............................................................            5,576,110            10,637,496
  Change in net unrealized appreciation (depreciation) on investments ..........           12,121,909             5,549,916
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................           17,288,183            15,693,016
                                                                                   ------------------    ------------------

From unitholder transactions
  Proceeds from units issued ...................................................            2,498,800             7,389,501
  Cost of units redeemed .......................................................           (7,781,299)          (24,438,117)
                                                                                   ------------------    ------------------
           Net decrease in net assets resulting from unitholder transactions ...           (5,282,499)          (17,048,616)
                                                                                   ------------------    ------------------
           Net increase (decrease) in net assets ...............................           12,005,684            (1,355,600)
Net Assets
  Beginning of period ..........................................................          306,672,502           320,033,786
                                                                                   ------------------    ------------------
  End of period ................................................................   $      318,678,186    $      318,678,186
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................            4,809,536             5,000,918
     Issued ....................................................................            1,202,341             1,283,042
     Redeemed ..................................................................           (1,281,528)           (1,553,611)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................            4,730,349             4,730,349
                                                                                   ==================    ==================

</TABLE>

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      35
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                             Small-Cap Equity Fund
                             Financial Highlights
                                   Unaudited
                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period         For the period
                                                                                      July 1, 2005 to     January 1, 2005 to
                                                                                   September 30, 2005     September 30, 2005
                                                                                   ==================     ==================
<S>                                                                                <C>                    <C>
Investment income+ .............................................................   $             0.10     $             0.39
Net expenses(+)++ ..............................................................                (0.19)                 (0.49)
                                                                                   ------------------     ------------------
Net investment loss ............................................................                (0.09)                 (0.10)
Net realized and unrealized gain ...............................................                 3.70                   3.47
                                                                                   ------------------     ------------------
Net increase in unit value .....................................................                 3.61                   3.37
Net asset value at beginning of period .........................................                63.76                  64.00
                                                                                   ------------------     ------------------
Net asset value at end of period ...............................................   $            67.37     $            67.37
                                                                                   ==================     ==================

Ratio of net expenses to average net assets*++ .................................                 1.11%                  1.04%
Ratio of net investment loss to average net assets* ............................                (0.51)%                (0.22)%
Portfolio turnover** ...........................................................                   13%                    45%
Total return** .................................................................                 5.66%                  5.27%
Net assets at end of period (in thousands) .....................................   $          318,678     $          318,678

</TABLE>

-------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the
     Fund and does not include expenses charged to the colllective investment
     funds in which the Fund invests a portion of its assets.


             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      36
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Stable Asset Return Fund
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                   September 30, 2005
                                                                                   ==================
                                    Assets
<S>                                                                                <C>
Investments in affiliated fund, at contract value:
  State Street Bank ABA Members/Pooled Stable Asset Fund Trust
  (cost $896,550,631 and units of 896,550,631) .................................   $      896,550,631
                                                                                   ------------------
       Total assets ............................................................          896,550,631
                                                                                   ------------------
                                 Liabilities
  Payable for fund units redeemed ..............................................            1,242,275
  State Street Bank and Trust Company--program fee payable .....................              188,081
  Trustee, management and administration fees payable ..........................               59,046
  American Bar Retirement Association--program fee payable .....................               31,470
  Other accruals ...............................................................               91,129
                                                                                   ------------------
       Total liabilities .......................................................            1,612,001
                                                                                   ------------------
Net Assets (equivalent to $30.31 per unit based on 29,529,488 units
outstanding) ...................................................................   $      894,938,630
                                                                                   ==================

         The accompanying notes are an integral part of these unaudited financial statements.

</TABLE>





                                      37
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Stable Asset Return Fund
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Interest income ................................................................   $        9,079,506    $       25,156,539
                                                                                   ------------------    ------------------
Expenses
  State Street Bank and Trust Company--program fee .............................              582,714             1,755,583
  American Bar Retirement Association--program fee .............................               96,292               285,010
  Trustee, management and administration fees ..................................              180,923               523,277
  Reports to unitholders .......................................................               35,250               113,603
  Legal and audit fees .........................................................               73,361               186,054
  Compliance consultant fees ...................................................               88,227               183,277
  Registration fees ............................................................                4,766                15,351
  Other fees ...................................................................               30,193                97,271
                                                                                   ------------------    ------------------
                Total expenses .................................................            1,091,726             3,159,426
                                                                                   ------------------    ------------------
Net investment income and net increase in net assets resulting
from operations ................................................................   $        7,987,780    $       21,997,113
                                                                                   ==================    ==================

                      The accompanying notes are an integral part of these unaudited financial statements.

</TABLE>





                                      38
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Stable Asset Return Fund
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
From operations
  Net investment income and net increase in net assets resulting from
  operations ...................................................................   $        7,987,780    $       21,997,113
                                                                                   ------------------    ------------------
From unitholder transactions
  Proceeds from units issued ...................................................           22,219,009            89,676,322
  Cost of units redeemed .......................................................          (26,386,830)          (81,064,862)
                                                                                   ------------------    ------------------
          Net increase (decrease) in net assets resulting from unitholder
          transactions .........................................................           (4,167,821)            8,611,460
                                                                                   ------------------    ------------------
          Net increase in net assets ...........................................            3,819,959            30,608,573
Net Assets
  Beginning of period ..........................................................          891,118,671           864,330,057
                                                                                   ------------------    ------------------
  End of period ................................................................   $      894,938,630    $      894,938,630
                                                                                   ==================    ==================

Number of units
  Outstanding-beginning of period ..............................................           29,668,636            29,243,928
     Issued ....................................................................              735,596             2,998,195
     Redeemed ..................................................................             (874,744)           (2,712,635)
                                                                                   ------------------    ------------------

  Outstanding-end of period ....................................................           29,529,488            29,529,488
                                                                                   ==================    ==================

                   The accompanying notes are an integral part of these unaudited financial statements.

</TABLE>





                                      39
<PAGE>





        American Bar Association Members/ State Street Collective Trust
                           Stable Asset Return Fund
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income+ .............................................................   $             0.31     $            0.86
Net expenses(+)++ ..............................................................                (0.04)                (0.11)
                                                                                   ------------------     -----------------
Net investment income ..........................................................                 0.27                  0.75
                                                                                   ------------------     -----------------
Net increase in unit value .....................................................                 0.27                  0.75
Net asset value at beginning of period .........................................                30.04                 29.56
                                                                                   ------------------     -----------------
Net asset value at end of period ...............................................   $            30.31     $           30.31
                                                                                   ==================     =================

Ratio of net expenses to average net assets*++ .................................                 0.49%                 0.48%
Ratio of net investment income to average net assets* ..........................                 3.56%                 3.36%
Total return** .................................................................                 0.90%                 2.54%
Net assets at end of period (in thousands) .....................................   $          894,939     $         894,939

</TABLE>

-------------------
*    Annualized.
**   Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the Fund
     and does not include expenses charged to the collective investment funds
     in which the Fund invests a portion of its assets.

             The accompanying notes are an integral part of these
                       unaudited financial statements.





                                      40
<PAGE>





        American Bar Association Members/ State Street Collective Trust
             Structured Portfolio Service - Conservative Portfolio
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                                   September 30, 2005
                                                                                                   ==================
<S>                                                                                                <C>
                                    Assets
American Bar Association Members / State Street Collective Trust investment funds, at value
    Stable Asset Return Fund (cost $18,346,653 and units of 642,119).............................  $       19,464,348
    Intermediate Bond Fund (cost $21,211,651 and units of 1,187,131).............................          22,708,405
    Large Cap Value Equity Fund (cost $3,491,455 and units of 126,382)...........................           4,541,681
    Large Cap Growth Equity Fund (cost $3,811,544 and units of 96,047)...........................           4,541,681
    Index Equity Fund (cost $7,277,925 and units of 290,096).....................................           9,083,362
    International Equity Fund (cost $3,269,051 and units of 190,546).............................           4,541,681
    Receivable for collective investments sold...................................................              23,069
                                                                                                      ---------------
        Total assets.............................................................................          64,904,227
                                                                                                      ---------------
                                  Liabilities
    Payable for fund units redeemed..............................................................              23,069
                                                                                                      ---------------
        Total liabilities........................................................................              23,069
                                                                                                      ---------------
Net Assets  (equivalent to $19.87 per unit based on 3,264,585 units outstanding).................  $       64,881,158
                                                                                                      ===============

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      41
<PAGE>





        American Bar Association Members/ State Street Collective Trust
             Structured Portfolio Service - Conservative Portfolio
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income ..............................................................   $                -    $                -
                                                                                   ------------------     -----------------

Net realized and unrealized gain on collective investment funds:
       Net realized gain .......................................................              713,141             1,804,566
       Change in net unrealized appreciation (depreciation) ....................              395,519               168,330
                                                                                   ------------------    ------------------
             Net realized and unrealized gain ..................................            1,108,660             1,972,896
                                                                                   ------------------    ------------------
Net increase in net assets resulting from operations ...........................   $        1,108,660    $        1,972,896
                                                                                   ==================    ==================

 The accompanying notes are an integral part of these unaudited financial statements

</TABLE>





                                      42
<PAGE>





        American Bar Association Members/ State Street Collective Trust
             Structured Portfolio Service - Conservative Portfolio
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                  <C>
 From operations
     Net investment income .....................................................   $                -    $                -
     Net realized gain on investments ..........................................              713,141             1,804,566
     Change in net unrealized appreciation (depreciation) ......................              395,519               168,330
                                                                                   ------------------    ------------------
                Net increase in net assets resulting from operations ...........            1,108,660             1,972,896
                                                                                   ------------------    ------------------
From unitholder transactions
     Proceeds from units issued ................................................            2,893,420            11,396,555
     Cost of units redeemed ....................................................           (1,375,864)           (4,551,766)
                                                                                   ------------------    ------------------
                Net increase in net assets resulting from unitholder transactions           1,517,556             6,844,789
                                                                                   ------------------    ------------------
                Net increase in net assets .....................................            2,626,216             8,817,685
Net Assets
     Beginning of period .......................................................           62,254,942            56,063,473
                                                                                   ------------------    ------------------
     End of period .............................................................   $       64,881,158    $       64,881,158
                                                                                   ==================    ==================
Number of units
     Outstanding-beginning of period ...........................................            3,187,877             2,910,075
         Issued ................................................................              146,391               588,933
         Redeemed ..............................................................              (69,683)             (234,423)
                                                                                   ------------------    ------------------
     Outstanding-end of period .................................................            3,264,585             3,264,585
                                                                                   ==================    ==================

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      43
<PAGE>





        American Bar Association Members/ State Street Collective Trust
             Structured Portfolio Service - Conservative Portfolio
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                  <C>
Investment income+ .............................................................   $             0.00    $             0.00
Net expenses(+)++ ..............................................................                 0.00                  0.00
                                                                                   ------------------    ------------------
Net investment income ..........................................................                 0.00                  0.00
Net realized and unrealized gain ...............................................                 0.34                  0.60
                                                                                   ------------------    ------------------
Net increase in unit value .....................................................                 0.34                  0.60
Net asset value at beginning of period .........................................                19.53                 19.27
                                                                                   ------------------    ------------------
Net asset value at end of period ...............................................   $            19.87    $            19.87
                                                                                   ==================    ==================

Ratio of net expenses to average net assets++ ..................................                 0.00%                 0.00%
Ratio of net investment income to average net assets ...........................                 0.00%                 0.00%
Portfolio turnover*+++ .........................................................                    4%                   12%
Total return* ..................................................................                 1.74%                 3.11%
Net assets at end of period (in thousands) .....................................   $           64,881    $           64,881
</TABLE>


------------------
*   Not annualized.
+   Calculations prepared using the daily average number of units outstanding
    during the period.
++  Net expenses includes only those expenses charged directly to the
    Portfolio and does not include expenses charged to the Funds in which
    the Portfolio invests.
+++ Portfolio turnover reflects purchases and sales by the Portfolio of
    units of the Funds in which the Portfolio invests rather than turnover
    of such underlying Funds.

        The accompanying notes are an integral part of these unaudited
                            financial statements.





                                      44
<PAGE>





        American Bar Association Members/ State Street Collective Trust
               Structured Portfolio Service - Moderate Portfolio
                      Statement of Assets and Liabilities
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                                 September 30, 2005
                                                                                                 ==================
<S>                                                                                              <C>
                                    Assets
American Bar Association Members / State Street Collective Trust investment funds, at value
    Stable Asset Return Fund (cost $22,691,856 and units of 795,466) ..........................  $       24,112,719
    Intermediate Bond Fund (cost $67,510,158 and units of 3,781,633) ..........................          72,338,158
    Large Cap Value Equity Fund (cost $16,937,619 and units of 603,888) .......................          21,701,447
    Large Cap Growth Equity Fund (cost $18,805,389 and units of 458,942) ......................          21,701,447
    Index Equity Fund (cost $45,515,217 and units of 1,771,206) ...............................          55,459,254
    Mid-Cap Value Equity Fund (cost $3,888,456 and units of 331,103) ..........................           4,822,544
    Mid-Cap Growth Equity Fund (cost $3,719,057 and units of 236,456) .........................           4,822,544
    International Equity Fund (cost $26,239,299 and units of 1,517,471) .......................          36,169,079
    Receivable for collective investments sold ................................................              43,803
                                                                                                 ------------------
        Total assets ..........................................................................         241,170,995
                                                                                                 ------------------
                                 Liabilities
    Payable for portfolio units redeemed ......................................................              43,803
                                                                                                 ------------------
        Total liabilities .....................................................................              43,803
                                                                                                 ------------------
Net Assets  (equivalent to $21.39 per unit based on 11,271,445 units outstanding)..............  $      241,127,192
                                                                                                 ==================

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      45
<PAGE>





        American Bar Association Members/ State Street Collective Trust
               Structured Portfolio Service - Moderate Portfolio
                            Statement of Operations
                                   Unaudited


<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income ..............................................................   $                -    $                -
                                                                                   ------------------    ------------------
Net realized and unrealized gain on collective investment funds:
       Net realized gain .......................................................            2,227,472             5,150,407
       Change in net unrealized appreciation (depreciation) ....................            4,841,809             4,110,713
                                                                                   ------------------    ------------------
             Net realized and unrealized gain ..................................            7,069,281             9,261,120
                                                                                   ------------------    ------------------
Net increase in net assets resulting from operations ...........................   $        7,069,281    $        9,261,120
                                                                                   ==================    ==================

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      46
<PAGE>





        American Bar Association Members/ State Street Collective Trust
               Structured Portfolio Service - Moderate Portfolio
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                  <C>
From operations
     Net investment income .....................................................   $                -    $                -
     Net realized gain on investments ..........................................            2,227,472             5,150,407
     Change in net unrealized appreciation (depreciation) ......................            4,841,809             4,110,713
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from operations ................            7,069,281             9,261,120
                                                                                   ------------------    ------------------
From unitholder transactions
     Proceeds from units issued ................................................            9,371,612            42,920,544
     Cost of units redeemed ....................................................           (4,805,020)          (14,576,452)
                                                                                   ------------------    ------------------
           Net increase in net assets resulting from unitholder transactions....            4,566,592            28,344,092
                                                                                   ------------------    ------------------
           Net increase in net assets ..........................................           11,635,873            37,605,212
Net Assets
     Beginning of period .......................................................          229,491,319           203,521,980
                                                                                   ------------------    ------------------
     End of period .............................................................   $      241,127,192    $      241,127,192
                                                                                   ==================    ==================
Number of units
     Outstanding-beginning of period ...........................................           11,055,719             9,890,662
         Issued ................................................................              441,630             2,086,523
         Redeemed ..............................................................             (225,904)             (705,740)
                                                                                   ------------------    ------------------
     Outstanding-end of period .................................................           11,271,445            11,271,445
                                                                                   ==================    ==================

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      47
<PAGE>





        American Bar Association Members/ State Street Collective Trust
               Structured Portfolio Service - Moderate Portfolio
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)


<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                  <C>
Investment income+ .............................................................   $             0.00    $             0.00
Net expenses(+)++ ..............................................................                 0.00                  0.00
                                                                                   ------------------    ------------------
Net investment income ..........................................................                 0.00                  0.00
Net realized and unrealized gain ...............................................                 0.63                  0.81
                                                                                   ------------------    ------------------
Net increase in unit value .....................................................                 0.63                  0.81
Net asset value at beginning of period .........................................                20.76                 20.58
                                                                                   ------------------    ------------------
Net asset value at end of period ...............................................   $            21.39    $            21.39
                                                                                   ==================    ==================

Ratio of net expenses to average net assets++ ..................................                 0.00%                 0.00%
Ratio of net investment income to average net assets............................                 0.00%                 0.00%
Portfolio turnover*+++..........................................................                    4%                   12%
Total return*...................................................................                 3.03%                 3.94%
Net assets at end of period (in thousands)......................................             $241,127               $241,127
</TABLE>


-------------------
*    Not annualized.
+    Calculations prepared using the daily average number of units outstanding
     during the period.
++   Net expenses includes only those expenses charged directly to the
     Portfolio and does not include expenses charged to the Funds in which
     the Portfolio invests.
+++  Portfolio turnover reflects purchases and sales by the Portfolio of
     units of the Funds in which the Portfolio invests rather than turnover
     of such underlying Funds.

             The accompanying notes are an integral part of these
                        unaudited financial statements.





                                      48
<PAGE>





        American Bar Association Members/ State Street Collective Trust
              Structured Portfolio Service - Aggressive Portfolio
                      Statement of Assets and Liabilities
                                   Unaudited


<TABLE>
<CAPTION>
                                                                                                           September 30, 2005
                                                                                                           ==================
<S>                                                                                                        <C>
                                    Assets
American Bar Association Members / State Street Collective Trust investment funds, at value
    Intermediate Bond Fund (cost $23,974,974 and units of 1,337,402) .................................     $       25,582,908
    Large Cap Value Equity Fund (cost $16,860,865 and units of 616,978) ..............................             22,171,853
    Large Cap Growth Equity Fund (cost $19,754,305 and units of 468,890) .............................             22,171,853
    Index Equity Fund (cost $44,679,149 and units of 1,634,086) ......................................             51,165,816
    Mid-Cap Value Equity Fund (cost $4,004,892 and units of 351,290) .................................              5,116,581
    Mid-Cap Growth Equity Fund (cost $3,763,411 and units of 250,873) ................................              5,116,581
    Small Cap Equity Fund (cost $4,158,109 and units of 75,962) ......................................              5,116,584
    International Equity Fund (cost $24,718,494 and units of 1,431,105) ..............................             34,110,543
    Receivable for collective investments sold .......................................................                 16,358
                                                                                                           ------------------
        Total assets .................................................................................            170,569,077
                                                                                                           ------------------
                                     Liabilities
    Payable for portfolio units redeemed .............................................................                 16,358
                                                                                                           ------------------
        Total liabilities ............................................................................                 16,358
                                                                                                           ------------------
Net assets  (equivalent to $22.44 per unit based on 7,600,718 units outstanding)......................     $      170,552,719
                                                                                                           ==================

 The accompanying notes are an integral part of these unaudited financial statements.

</TABLE>





                                      49
<PAGE>





        American Bar Association Members/ State Street Collective Trust
              Structured Portfolio Service - Aggressive Portfolio
                            Statement of Operations
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                   <C>
Investment income ..............................................................   $                -    $                -
                                                                                   ------------------    ------------------
Net realized and unrealized gain (loss) on collective investment funds:
       Net realized gain .......................................................            1,582,272             3,178,351
       Change in net unrealized appreciation (depreciation) ....................            5,709,970             4,775,265
                                                                                   ------------------    ------------------
             Net realized and unrealized gain ..................................            7,292,242             7,953,616
                                                                                   ------------------    ------------------
Net increase in net assets resulting from operations ...........................   $        7,292,242    $        7,953,616
                                                                                   ==================    ==================

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      50
<PAGE>





        American Bar Association Members/ State Street Collective Trust
              Structured Portfolio Service - Aggressive Portfolio
                      Statement of Changes in Net Assets
                                   Unaudited

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                  <C>
From operations
     Net investment income .....................................................   $                -    $                -
     Net realized gain on investments ..........................................            1,582,272             3,178,351
     Change in net unrealized appreciation (depreciation) ......................            5,709,970             4,775,265
                                                                                   ------------------    ------------------
         Net increase in net assets resulting from operations ..................            7,292,242             7,953,616
                                                                                   ------------------    ------------------
From unitholder transactions
     Proceeds from units issued ................................................            3,219,515            21,234,219
     Cost of units redeemed ....................................................           (5,723,718)           (9,386,862)
                                                                                   ------------------    ------------------
         Net increase (decrease) in net assets resulting from unitholder
         transations ...........................................................           (2,504,203)           11,847,357
                                                                                   ------------------    ------------------
         Net increase in net assets ............................................            4,788,039            19,800,973
Net Assets
     Beginning of period .......................................................          165,764,680           150,751,746
                                                                                   ------------------    ------------------
     End of period .............................................................   $      170,552,719    $      170,552,719
                                                                                   ==================    ==================
Number of units
     Outstanding-beginning of period ...........................................            7,712,461             7,033,101
         Issued ................................................................              145,694               996,764
         Redeemed ..............................................................             (257,437)             (429,147)
                                                                                   ------------------    ------------------
     Outstanding-end of period .................................................            7,600,718             7,600,718
                                                                                   ==================    ==================

 The accompanying notes are an integral part of these unaudited financial statements.
</TABLE>





                                      51
<PAGE>





        American Bar Association Members/ State Street Collective Trust
              Structured Portfolio Service - Aggressive Portfolio
                             Financial Highlights
                                   Unaudited

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>
                                                                                       For the period        For the period
                                                                                      July 1, 2005 to    January 1, 2005 to
                                                                                   September 30, 2005    September 30, 2005
                                                                                   ==================    ==================
<S>                                                                                <C>                  <C>
Investment income+ .............................................................   $             0.00    $             0.00
Net expenses(+)++ ..............................................................                 0.00                  0.00
                                                                                   ------------------    ------------------
Net investment income ..........................................................                 0.00                  0.00
Net realized and unrealized gain ...............................................                 0.95                  1.01
                                                                                   ------------------    ------------------
Net increase in unit value .....................................................                 0.95                  1.01
Net asset value at beginning of period .........................................                21.49                 21.43
                                                                                   ------------------    ------------------
Net asset value at end of period ...............................................   $            22.44    $            22.44
                                                                                   ==================    ==================

Ratio of net expenses to average net assets++ ..................................                 0.00%                 0.00%
Ratio of net investment income to average net assets............................                 0.00%                 0.00%
Portfolio turnover*+++.........................................................                     4%                   10%
Total return*..................................................................                  4.42%                 4.71%
Net assets at end of period (in thousands).....................................              $170,553              $170,553
</TABLE>


-------------------
*     Not annualized.
+     Calculations prepared using the daily average number of units outstanding
      during the period.
++    Net expenses includes only those expenses charged directly to the
      Portfolio and does not include expenses charged to the Funds in which
      the Portfolio invests.
+++   Portfolio turnover reflects purchases and sales by the Portfolio of
      units of the Funds in which the Portfolio invests rather than turnover
      of such underlying Funds.

        The accompanying notes are an integral part of these unaudited
                             financial statements.





                                      52
<PAGE>





        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


1.    Description of the Trust

       American Bar Association Members/State Street Collective Trust (the
"Trust" or the "Collective 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") acted as trustee for the
Trust until December 1, 2004. Effective December 1, 2004, State Street Bank
and Trust Company of New Hampshire ("State Street" or the "Trustee") was
substituted for State Street Bank as trustee of the Collective Trust. The
Trust is maintained exclusively for the collective investment of monies
administered on behalf of participants in the American Bar Association Members
Retirement Program (the "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 stipulating various allocations
among the Funds. The Funds and Portfolios are investment options under 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. Since July 1, 2004, the debt portion of the Balanced
       Fund has been invested through the American Bar Association
       Members/State Street Collective Trust Intermediate Bond Fund. Prior to
       July 1, 2004, the debt portion had been invested in separately owned
       securities. As of September 30, 2005, 38.0% of the Fund's net assets
       were invested in the American Bar Association Members/State Street
       Collective Trust Intermediate Bond Fund.

              Index Equity Fund--replication of the total return of the
       Russell 3000 Index. Currently invests 100% of the Fund's investible
       assets 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
       from State Street Bank upon request.

              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 Growth Index. As of September 30, 2005,
       31.7% of the Fund's net assets were invested in the State Street Bank
       and Trust Company Russell 1000 Growth Index Securities Lending Fund.
       This underlying fund's financial statements are available from State
       Street Bank upon request.

              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 Value Index. As of September 30, 2005, 23.8% of the Fund's
       net assets were invested in the State Street Bank and Trust Company
       Russell 1000 Value Index Securities Lending Fund. This underlying
       fund's financial statements are available from State Street Bank upon
       request.

              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.





                                      53
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                    Unaudited Notes to Financial Statements


               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. Currently invests in common stocks and the
       State Street Bank and Trust Company Russell 2000 Index Securities
       Lending Fund, a separate State Street Bank collective investment fund
       which invests in securities contained in the Russell 2000 Index. As of
       September 30, 2005, 13.6% of the Fund's net assets were invested in the
       State Street Bank and Trust Company Russell 2000 Index Securities
       Lending Fund. This underlying fund's financial statements are available
       from State Street Bank upon request.

              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, SARF
       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 and Trust Company
       Yield Enhanced Short-Term Investment Fund ("YES") a separate State
       Street Bank collective investment fund. The financial statements of YES
       are available from State Street Bank 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.

       In seeking its objective, each Structured Portfolio Service conducts a
monthly pre-determined investment rebalancing in the Funds.

       All the Funds may invest in YES, a collective investment fund advised
by State Street Global Advisors, a division of State Street Bank. The
underlying collective investment fund's financial statements are available
from State Street Bank upon request.

       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 offers and administers the investment options for the
Program available under the Collective Trust.

       State Street is a nondepository trust company established under the
laws of the State of New Hampshire and is a wholly-owned subsidiary of State
Street Bank. State Street has assumed responsibility for administering and
providing investment options for the Program under the Structured Portfolio
Service. 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. State Street has delegated to
State Street Bank the responsibility to provide services to the Collective
Trust on behalf of State Street. 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.





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                    Unaudited Notes to Financial Statements


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 2004 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 these Notes to
the Financial Statements. In the opinion of management, the accompanying
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, 2005 and the results of each of their operations, the changes in
each of their net assets and certain financial data for the period ended
September 30, 2005.

       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 of America and provisions of the Trust
agreement:

        A.     Security Valuation

       All Funds and Portfolios (Other than SARF): Stocks listed on the
national securities and certain over-the-counter issues traded on the Nasdaq
National Market ("NASDAQ") are generally valued at the last sale price, or,
Official Close Price, or, if no sale, at the latest available bid price.
Securities participating in the NASDAQ Closing Cross will generally be valued
at the NASDAQ Official Closing Price ("NOCP") that results from the Closing
Cross. Other unlisted stocks reported on the NASDAQ system are generally
valued at quoted bid prices.

       Unless believed no longer to accurately reflect value or to be
reliable, foreign securities not traded directly or in the form of American
Depositary Receipts (ADRs) in the United States are valued in the local
currency at the last sale price on the applicable exchange on which such
securities trade and such values 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 generally valued on the basis of
valuations furnished by a pricing service approved by the Trustee, which can
include valuations using methods based on market transactions for 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 or that State
Street considers to be unreliable, if any, are valued at fair value as
determined in good faith under consistently applied procedures established by
and under the supervision of the State Street.

       The values of investments in collective investment funds and registered
open-end investment companies are based on the net asset value of the
respective collective investment fund or registered investment company.

       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.





                                      55
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        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


       Stable Asset Return Fund: SARF invests in SAFT, whose investments
include insurance company, bank and financial institution investment contracts
and investments in YES. 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). The values of
investments in collective investment funds are based on the net asset values
of such respective collective investment funds.

       The rate at which return is credited to participant accounts
("crediting rate") can change as the difference between market value and book
value of the covered assets changes. As a result, the crediting rate will
generally reflect, over time, movements in prevailing interest rates. However,
at times it may be less (e.g., when the fair value of the "wrapped" assets is
less than contract value) or more (e.g., when the fair value of the "wrapped"
assets exceeds contract value) than the prevailing interest rate or the actual
income earned on the covered assets. The degree of any increase or decrease in
the crediting rate will depend on the amount of the difference and duration of
the SARF's portfolio. The crediting rate may also be affected by increases and
decreases of the amount of covered assets under the wrapper agreement as a
result of contributions to and withdrawals from the Fund shares resulting from
participant transactions. Thus, to the extent the crediting rate remains below
prevailing interest rates, participants contributing to the fund will share in
that lower crediting rate; similarly, to the extent the crediting rate exceeds
current market rates, withdrawing participants will cede any benefit related
to that higher crediting rate to the remaining participants.

       In August 2005, the Financial Accounting Standards Board ("FASB")
issued an Exposure Draft for public comment of a proposed Staff Position that
would permit the use of contract value accounting for benefit-responsible
investment contracts owned by certain investment companies utilized
exclusively by defined-contribution and health and welfare benefit plans. In
such circumstances, the proposed Staff Position would nonetheless require
several changes in financial statement presentation and disclosure, including
presentation of both the fair value and contract value of benefit-responsive
investment contracts.

       Exposure Drafts are subject to change before their final issuance. If a
final Staff Position no longer permits the Trust to value its investment
contracts at contract value under generally accepted accounting principles,
the Trust will likely be required to use a different accounting methodology
under which the fair value of the Trust's wrapper agreements could fluctuate
daily. If that were to occur, SAFT, and hence SARF, would probably not be able
to maintain a stable net asset value per share under generally accepted
accounting principles.

       B.     Security Transactions and Related Investment Income

       Security transactions are accounted for on the trade date (the date on
which 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 the identified cost of securities delivered. Distributions received from
collective investment funds, if any, retain the character as earned by the
underlying funds.

       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

       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





                                      56
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        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


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.

       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 and derivatives (other than foreign currency contracts) 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

       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, as modified
by Rev. Rul. 2004-67, 2004-28 I.R.B. 28, 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.


       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 offering Fund's or
Portfolio's net asset value.

       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. These contracts also present a risk from
the potential inability of counterparties to meet their contractual
obligations. 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 described 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
acquiring market positions in securities comparable to those held by





                                      57
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        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


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
trade 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 from illiquidity in the 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.

       At September 30, 2005, the Intermediate Bond Fund held the following
futures contracts:

<TABLE>
<CAPTION>
                                                                                                                  Unrealized
Futures Contracts                          Number of Contracts        Notional Cost     Settlement Month        Depreciation
-----------------                          -------------------        -------------     ----------------        ------------
Long
----
<S>                                               <C>                <C>                  <C>                <C>
Eurodollar Futures...................             533                $  127,951,975        December 2005     $     (544,987)
Eurodollar Futures...................             181                                         March 2006
                                                                         43,280,800                                 (89,675)
Eurodollar Futures...................              78                    18,726,825        December 2006           (125,775)
Germany Federal Republic Bonds........             32                     4,744,182        December 2005            (16,289)
UK Treasury Bonds....................               8                     1,614,118        December 2005
                                                                                                                    (18,402)
U.S. Treasury Notes 5 Year...........             828                    89,193,457        December 2005
                                                                                                                   (713,894)
                                                                                                             ---------------
                                                                                                             $   (1,509,022)
                                                                                                             ===============
</TABLE>


       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. As of September 30,
2005, the Intermediate Bond Fund held the following forward foreign currency
contracts:

<TABLE>
<CAPTION>
                                             Principal Amount                           Settlement        Unrealized
Type                  Currency            Covered by Contract     US Dollar Cost              Date      Appreciation
----                  ---------------     -------------------     --------------        ----------      ------------
<S>                   <C>                           <C>           <C>                     <C>           <C>
Bought..........      Euro                            612,000     $      737,032          11/08/05      $      2,330
Sold............      Pound Sterling                8,526,000         15,374,467          10/13/05           292,148
                                                                                                        ------------
                                                                                                        $    294,478
                                                                                                        ============

</TABLE>


       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 of commitments to make variable rate and fixed rate
payments with respect to a notional





                                      58
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        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements



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 realized gains or losses.

       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, 2005, the Intermediate Bond Fund held the following
interest rate swap contracts:

<TABLE>
<CAPTION>
                                                                          Rate Type
                                                          -----------------------------------------
                                                                                                         Unrealized
  Notional                 Swap             Termination                                                 Appreciation
   Amount              Counterparty             Date             Floating Rate         Fixed Rate      (Depreciation)
   -------             ------------             ----             -------------         ------------------------------
<S>                <C>                       <C>               <C>                         <C>         <C>
  8,000,000 GBP    Barclays Capital (a)      09/15/2010         6 Month GBP LIBOR          5.00%       $     50,941
  4,000,000 GBP    Barclays Capital (b)      12/15/2034         6 Month GBP LIBOR          5.00%            (44,629)
  3,600,000 EUR    Barclays Capital (b)      12/15/2014        6 Month EURO LIBOR          4.00%            (39,772)
110,000,000 JPY    Barclays Capital (b)      06/15/2015         6 Month JPY LIBOR          1.50%              2,651
 38,400,000 USD    Barclays Capital (b)      12/15/2012         3 Month USD LIBOR          5.00%            481,155
 26,700,000 USD    Lehman Brothers (b)       12/15/2010         3 Month USD LIBOR          4.00%            525,499
 24,400,000 USD    Lehman Brothers (a)       12/15/2015         3 Month USD LIBOR          5.00%           (656,886)
260,000,000 JPY    Merrill Lynch (b)         06/15/2015         6 Month JPY LIBOR          1.50%              4,133
  6,800,000 EUR    UBS (b)                   06/16/2014        6 Month EURO LIBOR          4.00%           (339,648)
                                                                                                       --------------
                                                                                                       $    (16,556)
                                                                                                       ==============
</TABLE>

(a) Fund receives the fixed rate and pays the floating rate.
(b) Fund receives the floating rate and pays the fixed rate.


       J.    Option and Swaption Contracts

        The Intermediate Bond Fund may purchase or write option contracts to
manage exposure to fluctuations in interest rates or hedge the fair value of
other Fund investments. The premium paid by a Fund for the purchase of a call
or put option is included in the Fund's Statement of Assets and Liabilities as
an investment and subsequently marked-to-market to reflect the current market
value of the option purchased. If an option which the Fund has purchased
expires on its stipulated expiration date, the Fund realizes a loss for the
amount of the cost of the option. If the Fund enters into a closing
transaction, it realizes a gain or loss, depending on whether the proceeds
from the sale are greater or less than the cost of the option. If the Fund
exercises a put option, it realizes a gain or loss from the sale of the
underlying security and the proceeds from such sale will be decreased by the
premium originally paid. If the Fund exercises a call option, the cost of the
security which the Fund purchases upon exercise will be increased by the
premium originally paid.

        The premium received by a Fund for a written option is recorded as a
liability. The liability is marked-to-market based on the option's quoted
daily settlement price. When an option expires or the Fund enters into a
closing purchase transaction, the Fund realizes a gain (or loss if the cost of
the closing purchase transaction exceeds the premium received when the option
was sold) without regard to any unrealized gain or loss on the underlying
security and the liability related to such option is eliminated. When a
written call option is exercised, the Fund realizes a gain or loss from the
sale of the underlying security and the proceeds from such sale are increased
by the premium originally received. If a written put option is exercised, the
amount of the premium originally received will reduce the cost of the security
which the Fund is obligated to purchase.





                                      59
<PAGE>





        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


        The Intermediate Bond Fund may also 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 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 option and swaption contracts 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. To reduce
credit risk from potential counterparty default, the Fund enters into these
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 and swaptions for the period ended
September 30, 2005 is as follows:

<TABLE>
<CAPTION>
Written Put Option/Swaption Contracts ..........................................   Number of Contracts             Premium
-------------------------------------                                              ---------------------------------------
<S>                                                                                            <C>        <C>
Outstanding, beginning of year .................................................               13,274     $        146,112
                                                                                   ---------------------------------------
Options written ................................................................                  291              112,649
Options exercised ..............................................................                   --                   --
Options expired ................................................................              (13,565)            (258,761)
Options closed .................................................................                   --                   --
                                                                                   ---------------------------------------
Outstanding, end of period .....................................................                   --                   --
                                                                                   =======================================
</TABLE>


       A summary of the written call options and swaptions for the period
ended September 30, 2005 is as follows:

<TABLE>
<CAPTION>
Written Call Option/Swaption Contracts .........................................   Number of Contracts              Premium
--------------------------------------                                             ----------------------------------------
<S>                                                                                            <C>        <C>
Outstanding, beginning of year .................................................               13,304     $         156,303
                                                                                   ----------------------------------------
Options written ................................................................                  386               136,603
Options exercised ..............................................................                   --                    --
Options expired ................................................................              (13,690)             (292,906)
Options closed .................................................................                   --                    --
                                                                                   ----------------------------------------
Outstanding, end of period .....................................................                   --                    --
                                                                                   ========================================
</TABLE>

       At September 30, 2005, the Fund did not hold any written call option or
swaptions contracts.

       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.





                                      60
<PAGE>





        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


       L.    Indemnifications

       In the normal course of business, the Trust enters into contracts that
contain a variety of representations and that may contain general
indemnifications. The Trust's maximum exposure under these provisions is
unknown, as this would involve future claims that may be made against the
Trust. The Trust expects the risk of loss to be remote.

3.    Investment Advisory, Investment Management and Related Party Transactions

       State Street has retained the services of the sub-advisors listed below
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 investments and reinvestments of
the assets allocated to it in accordance with the investment policies of the
applicable Fund as described above. State Street 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 or quarterly from the assets. Actual
year to date fees paid to each investment during the nine-month period are
listed below.

<TABLE>
<CAPTION>
                                                                                       Fee Rate Range
Investment Advisor                                                                  Highest to Lowest
------------------                                                                  -----------------
<S>                                                                                      <C>
Alliance Capital Management L.P. (Large-Cap Value Equity).......................         .50% to .15%
Ariel Capital Management (Mid-Cap Value Equity).................................         .75% to .50%
Capital Guardian Trust Company (Large-Cap Growth Equity, Small-Cap
Equity and Balanced)**..........................................................         .50% to .225%*
JP Morgan Fleming Asset Management Limited (International Equity)...............         .75% to .60%
Pacific Investment Management Company (Intermediate Bond).......................         .50% to .25%
Philadelphia International Advisors LP (International Equity)...................         .75% to .45%
RCM Capital Management LLC (Large-Cap Growth Equity)............................         .70% to .25%
Smith Asset Management Group, LP (Small-Cap Equity).............................         .85% to .45%
Turner Investment Partners (Mid-Cap Growth Equity)..............................         .65% to .55%
Wellington Management Company LLP (Small-Cap Equity) ...........................         .90% to .70%
</TABLE>

*   Subject to a 5% reduction based on aggregate fees.
**  Effective July 1, 2005, Capital Guardian Trust Company ceased serving as
    an Investment Advisor to Small-Cap Equity Fund (See Note 7).

<TABLE>
<CAPTION>
                                                                                         Fees for the
                                                                              Nine-Month Period Ended
Investment Advisor                                                                 September 30, 2005
------------------                                                                 ------------------
<S>                                                                                <C>
Alliance Capital Management L.P. (Large-Cap Value Equity) ......................   $          561,346
Ariel Capital Management (Mid-Cap Value Equity) ................................              269,536
Capital Guardian Trust Company (Balanced) ......................................              492,371
Capital Guardian Trust Company (Large-Cap Growth Equity) .......................              435,489
Capital Guardian Trust Company (Small-Cap Equity) ..............................              159,554
J.P. Morgan Fleming Asset Management Limited (International Equity)  ...........              459,578
Pacific Investment Management Company (Intermediate Bond) ......................              930,530
Philadelphia International Advisors LP (International Equity) ..................              326,012
RCM Capital Management LLC (Large-Cap Growth Equity) ...........................              657,443
Smith Asset Management Group, LP (Small-Cap Equity).............................              458,750
Turner Investment Partners (Mid-Cap Growth Equity) .............................              345,579
Wellington Management Company LLP (Small-Cap Equity) ...........................              660,902
</TABLE>





                                      61
<PAGE>





        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


     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 daily and paid monthly from the assets of the Funds. (State
Street does not receive any fees or payments in respect of expenses from the
Collective Trust, rather State Street is entitled to payment for services from
State Street Bank.)

     The ABRA Program fee is based on the value of Program assets and the
following annual fee rates:

                                                      Rate for ABRA for the
Value of Program Assets                         Period Ended September 30, 2005
--------------------------------------  ---------------------------------------

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

       ABRA received Program fees of $1,238,806 for the nine-month period
ended September 30, 2005. These fees are allocated to each Fund based on net
asset value.

       The State Street Bank 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
is accrued daily and paid monthly.

       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 such assets in excess of $50
million. The accrued reduction for the nine-month period ended September 30,
2005 totaled $24,936 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
Collective 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 fee paid to State Street Bank reflects a
$300,000 annual reduction for earnings estimated to be attributable to
outstanding benefit checks for 2005.

        Effective October 1, 2005, ABRA and State Street Bank have agreed that
the program expense fee payable to State Street Bank be changed from its
current base amount plus participant-based charges to an annual asset-based
charge (plus a base charge of $506,000 for the remainder of 2005 only) as
follows:


Value of Program Assets               Rate of State Bank Program Expense Fee
----------------------------------  -------------------------------------------
First $2.0 billion                                                         .40%
Next $1.0 billion                                                          .31%
Next $1.0 billion                                                          .21%
Over $4.0 billion                                                          .13%


       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). This fee is accrued on
a daily basis and paid monthly from the net assets of the Funds. The trustee,





                                      62
<PAGE>





        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements


management and administrative fees attributable to the Funds held in the
Structured Portfolio Service are also accrued and paid from the Funds at the
following rates:


Value of Assets in all Funds                                           Rate
----------------------------                                       -----------

First $1.0 billion  (January 1, 2005 through March 31, 2005)            .1560%
First $1.0 billion  (beginning April 1, 2005)                           .1835%
Next $1.8 billion                                                       .0580%
Over $2.8 billion                                                       .0250%

       State Street Bank received program fees of $7,655,845 for the
nine-month period ended September 30, 2005 and trustee, management and
administration fees which aggregated $2,274,467 for the nine-month period
ended September 30, 2005. These fees are allocated to each Fund based on net
asset value.

       The Portfolios of the Structured Portfolio Service are not charged a
separate trustee, management, administration or program fee.

       Effective October 1, 2005, ABRA and State Street Bank agreed that the
schedule of annual trust, management and administrative fees be increased as
follows:


Value of Assets in all Funds                                           Rate
----------------------------                                       -----------

First $1.0 billion                                                       .211%
Next $1.8 billion                                                        .067%
Over $2.8 billion                                                        .029%


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>

                                                                            Nine-Month Period Ended September 30, 2005
                                                                     ----------------------------------------------------
                                                                            Purchases                       Sales
                                                                     ----------------------       -----------------------

<S>                                                                  <C>                          <C>
Balanced Fund.................................................       $           68,839,965       $            76,729,319
Index Equity Fund.............................................                   32,797,021                    20,002,440
Intermediate Bond Fund........................................                   41,575,943                    37,985,686
International Equity Fund.....................................                   65,246,884                    41,300,913
Large-Cap Growth Equity Fund..................................                  210,775,563                   264,677,932
Large-Cap Value Equity Fund...................................                   72,663,305                    55,308,406
Mid-Cap Growth Equity Fund....................................                   93,729,457                    85,445,064
Mid-Cap Value Equity Fund.....................................                   25,784,826                    12,402,993
Small-Cap Equity Fund.........................................                  135,259,946                   146,927,097

Conservative Structured Portfolio Service.....................                   14,396,632                     7,551,843
Moderate Structured Portfolio Service.........................                   56,145,614                    27,501,522
Aggressive Structured Portfolio Service.......................                   28,793,351                    16,945,995

</TABLE>





                                      63
<PAGE>





        American Bar Association Members/State Street Collective Trust

                    Unaudited Notes to Financial Statements

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


<TABLE>
<CAPTION>

                                                                            Nine-Month Period Ended September 30, 2005
                                                                     ------------------------------------------------------
                                                                             Purchases                       Sales
                                                                     ------------------------     -------------------------

<S>                                                                  <C>                          <C>
Intermediate Bond Fund                                               $        1,042,079,008       $           837,435,341

</TABLE>

5.    Risks Associated with Investments of the Trust

       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.

       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

       The Funds in the Trust are authorized to participate in the Securities
Lending Program administered by State Street Bank, under which securities held
by the Funds are loaned by State Street Bank, as the Funds' lending agent, to
certain brokers and other financial institutions (the "Borrowers"). The
Borrowers provide cash, securities or letters of credit as collateral against
loans in the amount at least equal to 100% of the market value of the loaned
securities. The Borrowers are required to maintain the collateral at not less
than 100% of the market value of the loaned securities. Cash collateral is
invested in State Street Quality D Short-Term Investment Fund.

       Certain Funds in the Trust also invest in collective investment funds
which loan out a portion of their securities to qualified Borrowers under
identical collateral requirements described above.

       A portion of the income generated upon investment of cash collateral is
remitted to the Borrowers, and the remainder is allocated between the Fund
lending the securities and State Street Bank in its capacity as lending agent.

       At September 30, 2005, the Funds' market value of securities on loan
and collateral received for securities loaned was as follows:





                                      64
<PAGE>





<TABLE>
<CAPTION>

                                                                            Market Value of
Fund                                                                       Loaned Securities           Collateral Value
----                                                                       -----------------           ----------------
<S>                                                                      <C>                       <C>
Balanced*......................................................          $          17,842,542     $            18,203,178
Intermediate Bond..............................................                     83,797,699                  85,723,370
International Equity...........................................                     23,878,318                  25,068,294
Large-Cap Growth Equity .......................................                     29,698,638                  30,306,269
Large-Cap Value Equity.........................................                     16,067,549                  16,477,469
Mid-Cap Growth Equity..........................................                     17,869,574                  18,143,345
Mid-Cap Value Equity...........................................                      2,644,691                   2,685,894
Small-Cap Equity...............................................                     86,031,778                  87,518,919

</TABLE>

* Collateral value includes non-cash collateral State Street Bank received in
lieu of cash for securities on loan. All non-cash collateral held at September
30, 2005 were in the form of U.S. Treasury Obligations in amounts as follows:

<TABLE>
<CAPTION>

                                                                                                           Non-Cash
Fund                                                                                                   Collateral Value
----                                                                                                   ----------------
<S>                                                                                                <C>
Balanced.......................................................                                    $              4,195

</TABLE>

      Non-cash collateral received for securities on loan are held in a
segregated account by the lending agent. The Funds are not entitled to any
income from the securities. Should the borrowers fail to meet their
obligations under the lending agreement, the Funds would take possession of
the securities.

7.    Changes to Small-Cap Equity Fund

       Effective July 1, 2005, the assets of the Small-Cap Equity Fund were
allocated into three portions, two of which are actively managed with the
advice of, respectively, Wellington Management and Smith Group. The third
portion consists of the remainder of the Fund's assets and is expected to be
invested to replicate the Russell 2000 Index. Capital Guardian ceased serving
as an Investment Advisor to the Fund.

       State Street Bank serves as Investment Advisor to the indexed portion
of the Fund's assets. The assets of this portion of the Fund are invested
through the State Street Bank and Trust Company Russell 2000 Index Securities
Lending Fund, a collective investment fund maintained by State Street Bank.




                                      65
<PAGE>




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

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 notes and repurchase agreements.

       For the quarter ended September 30, 2005, the Stable Asset Return
Fund experienced an annualized total return, net of expenses, of 3.58%. By
comparison, the Ryan Labs Three Year GIC Index and the iMoneyNet MFR Prime
Institutional Money Market Fund, weighted 70%/30%, respectively, produced an
investment record of 3.10% for the same period. For the nine months ended
September 30, 2005, the Fund experienced an annualized total return, net of
expenses, of 3.40%, compared to an investment record of 2.99% for the
combination benchmark for the same period. The Ryan Labs Three Year GIC Index
portion of the combination benchmark does not include an allowance for the
fees that an investor would pay for investing in the securities that comprise
the Index or for fund expenses.

       During the quarter, the Fund maintained an average allocation of
30% money market and 70% investment contracts. The money market portion of the
portfolio outperformed the iMoneyNet MFR Prime Institutional Money Market Fund
benchmark while the investment contract portion of the portfolio also
outperformed the Ryan Labs Three Year GIC Index. The portfolio was structured
in anticipation of the Federal Funds rate increases that occurred on August 9
and September 20. While the majority of fixed rate securities were invested
monthly after each Federal Reserve meeting, the remainder was invested in
securities with longer maturities. Floating rate securities continued to be
purchased throughout the quarter, increasing from 59.7% of the portfolio on
June 30 to 62.8% on September 30. The weighted average maturity increased by
seven days, from 42 days on June 30 to 49 days on September 30. Contract
investments in the portfolio focused on maintaining the strategic allocation to
GICs by replacing maturing assets. GICs continue to exhibit a steeper yield
curve than treasuries and additional yield may be gained by buying slightly
longer duration assets. During the third quarter, investments in the Fund were
made at an average yield of 4.64%. Additionally, investments in the portfolio
had a weighted average duration of just under five years, compared to the
three-year maximum duration of instruments comprising the Ryan Labs Three Year
GIC Index. The longer duration focus continues to add to outperformance versus
the index.

       The Stable Asset Return Fund outperformed the combination benchmark
on an annualized basis for the nine month period ended September 30, 2005. The
money market portion of the portfolio outperformed the iMoneyNet MFR Prime
Institutional Money Market Fund benchmark while the investment contract
portion of the portfolio also outperformed the Ryan Labs Three Year GIC Index.
The theme in the money market portion for the period continued to be managing
reinvestment risk in the context of Federal Reserve rate increases. Floating
rate securities and shorter maturing bonds contributed to the portfolio's
outperformance by allowing



                                      66
<PAGE>



reinvestment at higher rates as the Federal Reserve moved. The year to date
outperformance of the investment contract portion of the Fund was derived from
holding longer dated assets versus the benchmark and spread tightening in
home equity and commercial mortgage backed securities.

Intermediate Bond Fund

       The Intermediate Bond Fund's investment objective is to achieve a
total return from current income and capital appreciation by investing in a
portfolio of fixed income securities.

       For the quarter ended September 30, 2005, the Intermediate Bond
Fund experienced a total return, net of expenses, of (0.76)%. By comparison,
the Lehman Brothers Aggregate Bond Index produced an investment record of
(0.68)% for the same period. For the nine months ended September 30, 2005, the
Fund experienced a total return, net of expenses, of 1.83%, compared to an
investment record of 1.82% for the Lehman Brothers Aggregate Bond Index for
the same period. The Lehman Brothers Aggregate Bond Index does not include an
allowance for the fees that an investor would pay for investing in the
securities that comprise the Index or for fund expenses.

       The Intermediate Bond Fund, which is advised by Pacific Investment
Management Company LLC, underperformed the Lehman Brothers Aggregate Bond
Index for the quarter ended September 30, 2005. Most bond sectors lost ground
in the third quarter as Treasury yields rose sharply. The benchmark ten-year
Treasury yield ended the quarter at 4.33%, 41 basis points higher than at the
end of the previous quarter. Interest rates were volatile intra quarter
despite ending higher for the full period. Rates rose in July, fell in August
and then reversed course again in September as investor sentiment shifted
about the direction of Federal Reserve policy, the impact of two Gulf Coast
hurricanes and the potential for a pullback in the surging housing market. The
yield curve continued to flatten over the quarter. The biggest uncertainty in
bond markets during the quarter was whether soaring energy prices, already a
worry even before the hurricanes, would drive inflation higher or exert a more
powerful negative impact on growth by crimping consumer purchasing power.
Crude oil prices touched a record (in nominal terms) of more than $70 per
barrel during the quarter before falling back. The Federal Reserve lifted the
federal funds rate a total of 50 basis points during the quarter to 3.75%.
Federal Reserve policy makers gave no indication they were considering a
pause, stating on the occasion of both increases that rates may rise at a
"measured pace". In its latest statement, the Federal Reserve said higher
energy prices post-Hurricane Katrina could cause inflation to accelerate.

       Interest rate strategies negatively impacted performance.
Above-benchmark duration during the quarter hurt performance as Treasury
yields sharply increased. Curve positioning, with an emphasis on short to
intermediate maturities relative to the benchmark, was also negative for
performance as the yield curve continued to flatten. Mortgage-backed
securities underperformed like-duration Treasury bonds during the quarter. The
mortgage sector was adversely affected by duration extension due to higher
interest rates, which more than offset mortgages' yield advantage relative to
Treasury bonds. However, the portfolio's emphasis on 5.5% coupons and positive
security selection more than offset the negative impact of being overweight
the sector. Investment grade corporate bonds outpaced Treasury bonds of
similar



                                      67
<PAGE>



duration as their yield advantage cushioned the impact of rising rates. The
Fund's underweight to corporate securities was negative for performance but
positive security selection of pipeline issues helped mitigate some of this
impact. Less volatile fixed income asset classes such as real return and
municipal bonds outpaced Treasury bonds during the quarter and added to
performance. Municipal bonds tend to outperform Treasury bonds when rates
rise. In the case of Treasury Inflation Protection Securities, real yields
rose less than yields on nominal bonds of comparable maturity. Emerging market
exposure to Mexican sovereign debt, a relatively new addition to the
portfolio, added to performance as cash continued to flow into the asset class
amid improving credit fundamentals and ratings upgrades.

       The Intermediate Bond Fund slightly outperformed the Lehman
Brothers Aggregate Bond Index for the nine month period ended September 30,
2005. Interest rate strategies have been mixed for performance year to date. A
close to benchmark duration posture has been largely neutral for relative
performance. Yield curve strategies designed to benefit from a steepening of
the curve have been negative for performance as the curve has flattened year
to date.

Balanced Fund

       The Balanced Fund invests in publicly-traded common stocks, other
equity 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.

       For the quarter ended September 30, 2005, the Balanced Fund
experienced a total return, net of expenses, of 1.95%. By comparison, a
combination of the Russell 1000 Index and the Lehman Brothers Aggregate Bond
Index, weighted 60%/40%, respectively, produced an investment record of 2.11%
for the same period. For the nine months ended September 30, 2005, the Fund
experienced a total return, net of expenses, of 2.19%, compared to an
investment record of 3.24% for the combination benchmark for the same period.
The Russell 1000 Index and the Lehman Brothers Aggregate Bond Index do not
include an allowance for the fees that an investor would pay for investing in
the securities that comprise the indices or for fund expenses.

       The equity portion of the Balanced Fund, which is advised by
Capital Guardian Trust Company, underperformed the Russell 1000 Index for the
quarter ended September 30, 2005. Portfolio results were helped by stock
selection among pharmaceutical and biotech companies (AstraZeneca, Amgen and
Allergan). Stock selection within the consumer discretionary sector was also a
positive. Several energy stocks were large contributors to absolute returns,
although relative returns were hurt by stock selection in this sector. Stock
selection in financials, specifically positions in government-sponsored
mortgage providers, hurt results as continued uncertainty over their future
regulatory oversight caused these stocks to decline.

       The fixed income portion of the Balanced Fund, which is advised by
Pacific Investment Management Company LLC and is invested through the
Intermediate Bond Fund, underperformed the Lehman Brothers Aggregate Bond
Index for the quarter ended September 30, 2005. Most bond sectors lost ground
in the third quarter as Treasury yields rose sharply. The



                                      68
<PAGE>



benchmark ten-year Treasury yield ended the quarter at 4.33%, 41 basis points
higher than at the end of the previous quarter. Interest rates were volatile
intra quarter despite ending higher for the full period. Rates rose in July,
fell in August and then reversed course again in September as investor
sentiment shifted about the direction of Federal Reserve policy, the impact of
two Gulf Coast hurricanes and the potential for a pullback in the surging
housing market. The yield curve continued to flatten over the course of the
quarter. The biggest uncertainty in bond markets during the quarter was
whether soaring energy prices, already a worry even before the hurricanes,
would drive inflation higher or exert a more powerful negative impact on
growth by crimping consumer purchasing power. Crude oil prices touched a
record (in nominal terms) of more than $70 per barrel during the quarter
before falling back. The Federal Reserve lifted the federal funds rate a total
of 50 basis points during the quarter to 3.75%. Federal Reserve policy makers
gave no indication they were considering a pause, stating on both occasions
that rates may rise at a "measured pace". In its latest statement, the Federal
Reserve said higher energy prices post-Hurricane Katrina could cause inflation
to accelerate.

       Interest rate strategies negatively impacted performance.
Above-benchmark duration during the quarter hurt performance as Treasury
yields sharply increased. Curve positioning, with an emphasis on short to
intermediate maturities relative to the benchmark, was also negative for
performance as the yield curve continued to flatten. Mortgage-backed
securities underperformed like-duration Treasury bonds during the quarter. The
mortgage sector was adversely affected by duration extension due to higher
interest rates, which more than offset mortgages' yield advantage relative to
Treasury bonds. However, the portfolio's emphasis on 5.5% coupons and positive
security selection more than offset the negative impact of being overweight
the sector. Investment grade corporate bonds outpaced Treasury bonds of
similar duration as their yield advantage cushioned the impact of rising
rates. The portfolio's underweight to corporate securities was negative for
performance but positive security selection of pipeline issues helped mitigate
some of this impact. Less volatile fixed income asset classes such as real
return and municipal bonds outpaced Treasury bonds during the quarter and
added to performance. Municipal bonds tend to outperform Treasury bonds when
rates rise. In the case of Treasury Inflation Protection Securities, real
yields rose less than yields on nominal bonds of comparable maturity. Emerging
market exposure to Mexican sovereign debt, a relatively new addition to the
portfolio, added to performance as cash continued to flow into the asset class
amid improving credit fundamentals and ratings upgrades.

       The equity portion of the Balanced Fund, which is advised by
Capital Guardian Trust Company, underperformed the Russell 1000 Index for the
nine-month period ended September 30, 2005. Stock selection and overweighting
in the healthcare sector was the top contributor to results for the period.
Underweighting in the consumer discretionary sector was also helpful. Poor
stock selection in financials was responsible for a majority of the
portfolio's underperformance for the period. Among the top individual
detractors for the period, three came from the financials sector (Fannie Mae,
Freddie Mac and JPMorgan Chase) and two came from the consumer discretionary
sector (eBay and Time Warner).

       The fixed income portion of the Balanced Fund, which is advised by
Pacific Investment Management Company LLC and is invested through the
Intermediate Bond Fund, outperformed the Lehman Brothers Aggregate Bond Index
for the nine month period ended September 30,



                                      69
<PAGE>



2005. Interest rate strategies have been mixed for performance year to date. A
close to benchmark duration posture has been largely neutral for relative
performance. Yield curve strategies designed to benefit from a steepening of
the curve have been negative for performance as the curve has flattened year
to date. Interest rate strategies have been mixed for performance year to
date.

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 and other equity-type securities of companies with
market capitalizations greater than $1 billion that in the opinion of State
Street and the Fund's Investment Advisor are undervalued in the marketplace. 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 Large-Cap Value
Equity Fund is actively managed.

          For the quarter ended September 30, 2005, the Large-Cap Value Equity
Fund experienced a total return, net of expenses, of 3.90%. By comparison, the
Russell 1000 Value Index produced an investment record of 3.88% for the same
period. For the nine months ended September 30, 2005, the Fund experienced a
total return, net of expenses, of 5.28%, compared to an investment record of
5.72% for the Russell 1000 Value Index for the same period. The Russell 1000
Value Index does not include an allowance for the fees that an investor would
pay for investing in the securities that comprise the Index or for fund
expenses.

         The actively managed portion of the Large-Cap Value Equity Fund,
which is advised by Alliance Capital Management L.P., outperformed the Russell
1000 Value Index for the quarter ended September 30, 2005. Several
transportation holdings contributed to relative performance for the quarter.
Norfolk Southern and Burlington Northern Santa Fe benefited from strong
revenue improvement driven by increased cargo rates and shipments of consumer
goods and commodities.

       Other contributors were diversified across sectors. Within the consumer
cyclicals sector, Office Depot's stock price rose during the quarter after
management announced strong earnings due to cost-cutting measures. Meanwhile,
shares of Hewlett-Packard climbed during the quarter after a series of
positive developments: management raised guidance, reported strong
second-quarter earnings, discussed plans for a large restructuring to reduce
costs and announced a significant buyback of outstanding shares. Also, profit
improvement within Hewlett-Packard's PC enterprise and hardware business
materialized faster than analysts anticipated. Lastly, Marathon Oil increased
on surging energy prices during the quarter. On the downside, several
financial stocks traded down in the third quarter. Both Freddie Mac and Fannie
Mae fell on further concerns about accounting issues and political efforts to
control the size of their mortgage portfolios.

       The performance of the indexed portion of the Large-Cap Value
Equity Fund for the quarter ended September 30, 2005 was consistent with the
Russell 1000 Value Index after taking into account expenses.



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       The actively managed portion of the Large-Cap Value Equity Fund,
which is advised by Alliance Capital Management L.P., underperformed the
Russell 1000 Value Index for the nine month period ended September 30, 2005.
Contributors to relative performance were diversified across sectors. Within
the consumer cyclicals sector, Office Depot's stock price rose after
management announced strong earnings due to cost-cutting measures. Meanwhile,
within the consumer growth sector, exposure to Medco helped performance.
Shares of Medco recovered due in part to news that the company will continue
to provide its services to a major customer. Lastly, a position in Marathon
Oil contributed to relative returns as the company benefited from surging oil
prices during the period.

       On the downside, several financial stocks traded down during the
period. Both Freddie Mac and Fannie Mae fell on further concerns about
accounting issues and political efforts to control the size of their mortgage
portfolios. Analysis, however, suggests that the stocks are very attractive
even in the unlikely event that they are forced to totally divest themselves
of their mortgage portfolios. Just before the end of the third quarter, the
agencies' regulator, the Office of Federal Housing Enterprise Oversight,
issued a statement declaring that it anticipated Fannie Mae would meet its
September 30 capital requirements.

       The performance of the indexed portion of the Large-Cap Value
Equity Fund for the nine month period ended September 30, 2005 was consistent
with the Russell 1000 Value Index after taking into account expenses.

Large-Cap Growth Equity Fund

       The Large-Cap Growth Equity Fund invests primarily in common stocks
and other equity-type securities of companies with market capitalizations
greater than $1 billion at the time of purchase. The Large-Cap Growth Equity
Fund seeks to achieve long-term growth of capital through increases in the
value of the securities its holds and to realize income principally from
dividends on such securities. A portion of the Large-Cap Growth Equity Fund
(approximately 33- (1)/3%) 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. The Large-Cap Growth Equity Fund seeks to achieve, over
an extended period of time, total returns that are comparable to or superior
to those attained by broad measures of the domestic stock market.

       For the quarter ended September 30, 2005, the Large-Cap Growth
Equity Fund experienced a total return, net of expenses, of 3.88%. By
comparison, the Russell 1000 Growth Index produced an investment record of
4.01% for the same period. For the nine months ended September 30, 2005, the
Fund experienced a total return, net of expenses, of 2.40%, compared to an
investment record of 2.22% for the Russell 1000 Growth Index for the same
period. The Russell 1000 Growth Index does not include an allowance for the
fees that an investor would pay for investing in the securities that comprise
the Index or for fund expenses.

       The portion of the Large-Cap Growth Equity Fund which is advised by
Capital Guardian Trust Company underperformed the Russell 1000 Growth Index
for the quarter ended September



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30, 2005. Portfolio results were helped by stock selection among
pharmaceutical and biotech companies (AstraZeneca, Amgen and Allergan). Stock
selection within the consumer discretionary sector was also a positive.
Several energy stocks were large contributors to absolute returns, although
relative returns were hurt by stock selection in this sector. Stock selection
in financials, specifically positions in government-sponsored mortgage
providers, hurt results as continued uncertainty over their future regulatory
oversight caused these stocks to decline.

       The other actively managed portion of the Large-Cap Growth Equity
Fund, which is advised by RCM Capital Management LLC, outperformed the Russell
1000 Growth Index for the quarter ended September 30, 2005. Stock selection in
the third quarter cost 59 basis points in performance. Stock selection within
semiconductors, diversified financials and household & personal products aided
performance for the quarter. Stock selection within internet software, energy
and biotechnology detracted from returns. For the third quarter 2005, industry
strategy added 89 basis points. An overweight in biotechnology and energy and
an underweight in media and retailing helped performance returns.
Overweighting in consumer services and food & drug retailing and
underweighting in utilities and communications equipment detracted from
returns.

       The performance of the indexed portion of the Fund for the quarter
ended September 30, 2005 was consistent with the Russell 1000 Growth Index
after taking into account expenses.

       The portion of the Large-Cap Growth Equity Fund which is advised by
Capital Guardian Trust Company underperformed the Russell 1000 Growth Index
for the nine month period ended September 30, 2005. Stock selection and
overweighting in the healthcare sector was the top contributor to results for
the period. Underweighting in the consumer discretionary sector was also
helpful. Poor stock selection in financials was responsible for a majority of
the portfolio's underperformance for the period. Among the top individual
detractors for the period, three came from the financials sector (Fannie Mae,
Freddie Mac and JP Morgan Chase) and two came from the consumer discretionary
sector (eBay and Time Warner).

       The other actively managed portion of the Large-Cap Growth Equity
Fund, which is advised by RCM Capital Management LLC, outperformed the Russell
1000 Growth Index for the nine month period ended September 30, 2005. Positive
stock selection added 209 basis points to performance. Stock selection within
internet software and services, semiconductors and computers and peripherals
helped performance for the year to date period, while stock selection within
biotechnology, capital goods and communications equipment detracted from
returns. Industry strategy for the period cost 69 basis points. Overweight in
energy and biotechnology and underweight in media and retailing aided
performance. Overweight in internet software & services and consumer services
and underweight in healthcare providers & services and pharmaceuticals
detracted from performance.

       The performance of the indexed portion of the Fund for the nine
month period ended September 30, 2005 was consistent with the Russell 1000
Growth Index after taking into account expenses.



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<PAGE>



Index Equity Fund

       The Index Equity Fund invests in common stocks of U.S. companies
which 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 market capitalization of
the companies in the Russell 3000 Index.

       For the quarter ended September 30, 2005, the Index Equity Fund
experienced a total return, net of expenses, of 3.90%. By comparison, the
Russell 3000 Index produced an investment record of 4.01% for the same period.
For the nine months ended September 30, 2005, the Fund experienced a total
return, net of expenses, of 3.69%, compared to an investment record of 4.00%
for the Russell 3000 Index for the same period. The Russell 3000 Index does
not include an allowance for the fees that an investor would pay for investing
in the securities that comprise the Index or for fund expenses.

        The performance of the Index Equity Fund for the quarter was
consistent with the Russell 3000 Index after taking into account expenses.

        The performance of the Index Equity Fund for the nine month period
was consistent with the Russell 3000 Index after taking into account expenses.

Mid-Cap Value Equity Fund

       The Mid-Cap Value Equity Fund invests primarily in equity
securities of companies with market capitalizations between $1 billion and $12
billion at the time of investment. The Fund seeks to be broadly diversified
and emphasizes sectors and securities that State Street and the Fund's
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.

       For the quarter ended September 30, 2005, the Mid-Cap Value Equity
Fund, which is advised by Ariel Capital Management, LLC, experienced a total
return, net of expenses, of 1.36%. By comparison, the Russell Mid-Cap Value
Index produced an investment record of 5.35% for the same period. For the nine
months ended September 30, 2005, the Fund experienced a total return, net of
expenses, of 1.36%, compared to an investment record of 11.16% for the Russell
Mid-Cap Value Index for the same period. The Russell Mid-Cap Value Index does
not include an allowance for the fees that an investor would pay for investing
in the securities that comprise the Index or for fund expenses.

       The Mid-Cap Value Equity Fund underperformed the Russell Mid-Cap
Value Index for the quarter ended September 30, 2005. Major indices moved up
for the quarter, after trending sideways for the first half of the year. This
rebound was tempered by Hurricanes Katrina and Rita, which ravaged the Gulf of
Mexico and the U.S. oil industry. With the major refining and producing
infrastructure damaged, energy prices surged, narrowing the group of companies
driving the gains for the year to primarily energy-related, utility and
healthcare issues. For the third quarter, the Russell Mid-Cap Value Index's
energy holdings rose 11.3%, propelling the sector's year-to-date return to
38.8%. These strong returns boosted the Russell Mid-Cap Value Index to
returns of 5.4% for the quarter and 11.2% year-to-date. Without the extra
gas provided by energy's astronomical run, the Russell Mid Cap Value Index's
non-energy



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performance was 4.0% for the quarter. Against this background, the portfolio
returned 1.6% for the quarter. A closer look at third quarter results shows
that the portfolio performed well in key areas of health care (+13.8%) and
financial services (+3.1%). Conversely, consumer discretionary and services
holdings (-2.3%) continued to struggle amidst a challenging environment for
advertising-related stocks. Looking at specific stocks, performance was
boosted by Omnicare (+32.6%), whose shares rose due to strong earnings
resulting from the company's restructuring and cost containment initiatives.
Performance was impaired by Harte-Hanks, Inc. (-10.9%), which traded down
during the quarter due to investor concerns over slower revenue growth.

       The Mid-Cap Value Equity Fund underperformed the Russell Mid-Cap
Value Index for the nine month period ended September 30, 2005. Year-to-date
performance for the Russell Mid Cap Value Index has been driven by the surge
in energy prices. Breaking out the Russell Mid Cap Value Index's 11.2%
performance, energy holdings were up 38.8%, while non-energy holdings were up
4.2%. Against this backdrop, the portfolio was up 2.1%. Holdings within the
healthcare (+25.6%) and financial services (+7.6%) sectors provided positive
performance relative to the Russell Mid Cap Value Index. This performance was
partially offset by the continued surge in the integrated oils (+83.1%) and
other energy (+68.5%) sectors that the portfolio avoids, along with weakness
in the newspapers and advertising industries. Looking at specific stocks,
Equifax shares appreciated 24.8% as a result of strong margin growth from
international businesses and solid growth in its business of providing credit
information directly to consumers. Conversely, performance was negatively
impacted by Interpublic Group. Interpublic Group's -13.1% year-to-date
performance has been the result of slow revenue growth and a delayed release
of its financial statements.

Mid-Cap Growth Equity Fund

       The Mid-Cap Growth Equity Fund invests primarily in common stocks
and other equity-type securities of companies with market capitalizations
between $1 billion and $12 billion at the time of investment. The Fund
emphasizes sectors and securities that State Street and the Investment Advisor
believe have 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.

       For the quarter ended September 30, 2005, the Mid-Cap Growth Equity
Fund, which is advised by Turner Investment Partners, experienced a total
return, net of expenses, of 7.12%. By comparison, the Russell Mid-Cap Growth
Index produced an investment record of 6.55% for the same period. For the nine
months ended September 30, 2005, the Fund experienced a total return, net of
expenses, of 8.15%, compared to an investment record of 8.37% for the Russell
Mid-Cap Growth Index for the same period. The Russell Mid-Cap Growth Index
does not include an allowance for the fees that an investor would pay for
investing in the securities that comprise the Index or for fund expenses.

       The Mid-Cap Growth Equity Fund outperformed the Russell Mid-Cap
Growth Index for the quarter ended September 30, 2005. On an absolute basis,
the performance of the portfolio was driven by solid results in the energy
(+43.7%) and utility (+30.1%) sectors. Only one sector



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had a negative return for the quarter, consumer discretionary (-2.3%). When
the portfolio's performance is compared to the benchmark, six of the ten
sectors outperformed. The portfolio benefited from better results in the
energy (+0.7% versus the benchmark) and utility (+0.6% versus the benchmark)
and consumer discretionary (+0.4% versus the benchmark) sectors.

       The portfolio's energy stocks advanced (+44%) for the quarter as
the entire group is riding the wave of higher commodity prices. Ultra
Petroleum Corp. continues to be a leader in this sector, climbing 87% for the
quarter and over 140% for the previous twelve months. Production increases in
Ultra Petroleum's China and Wyoming assets, coupled with rising energy prices,
have provided a substantial benefit to this energy & pipelines company's
earnings. Other energy & pipelines companies also performed well during the
quarter as noted by the results of Range Resources Corp. (+44%), and XTO
Energy Inc. (+33%). Currently the portfolio has exposure to energy &
pipelines, coal, refining and drilling companies. In the utility sector,
performance has been strong, as this sector advanced over 30% for the quarter.
Within this sector, NII Holdings Inc. (+32%) provided a strong return, as
wireless penetration rates in the Latin American markets that it focuses on
have been improving dramatically. Additionally, holdings in Questar Corp.
(+34%) and Southwestern Energy Co. (+32%) have performed well on the strength
of their natural gas exploration businesses. Consumer discretionary holdings
declined for the quarter, but managed to provide a modestly better result than
the benchmark (-2% vs. -3% for the benchmark). A focus on higher end
retailers, such as Chico's FAS Inc. (+7%) and Urban Outfitters Inc. (+4%),
proved to be a benefit as these companies' consumers are generally more
insulated from higher interest rates and increased energy prices. In addition,
the portfolio has exposure to gaming-related companies that performed well
during the quarter, as noted by the advances in MGM Mirage (+11%) and
Scientific Games Corp. (+15%), which caters to the instant ticket lottery
industry. Like high end retail, these companies are generally insulated from
slower consumer spending. The portfolio's technology stocks advanced 8% for
the quarter, but lagged that of the benchmark (+11%). In this sector, strong
results from semiconductor holdings (+15%) were partially offset by weakness
in selected holdings, such as Avid Technology Inc. (-24%) and Cogent Inc.
(-17%). Avid Technology, a provider of software and hardware for digital media
production, declined due to contract delays in its core broadcast business.
Cogent, which provides automated fingerprint identification systems to
governments and law enforcement agencies, traded lower due to concerns that
the rebuilding effort for Hurricane Katrina would divert spending from
homeland security initiatives.

       The Mid-Cap Growth Equity Fund outperformed the Russell Mid-Cap
Growth Index for the nine month period ended September 30, 2005. When
analyzing the portfolio's performance, the consumer discretionary, energy and
utility sectors contributed the most to performance versus the benchmark while
the majority of the relative underperformance - approximately (-1.6%) versus
the benchmark) - was attributable to the healthcare sector. Within consumer
discretionary, a retail theme that has been in place throughout the year is
the portfolio's bias toward high-end retailers, including Chico's FAS Inc.
(+62%), Urban Outfitters Inc. (+32%), Coach Inc. (+11%), and American Eagle
Outfitters Inc. (+20%). These companies have experienced solid square footage
growth due to niche-oriented businesses. Additionally, casinos & gaming
companies (e.g., Station Casinos, Scientific Games) have continued to benefit
from increased gambling venues and products. Another boost to performance has
been the energy sector which, as a group, advanced 81% during the first nine
months of the year. Leading the



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<PAGE>



way were oil & gas production and coal companies Ultra Petroleum (+136.4%) and
Range Resources (+89.1%) as well as Peabody Energy (+109.5%), the world's
largest private-sector coal company.

Small-Cap Equity Fund

       The Small-Cap Equity Fund invests primarily in equity securities of
companies with market capitalizations of $2.5 billion or less at the time of
investment. These companies may include new companies and companies that may
benefit from new technologies, new product or service development or
management changes. The Small-Cap 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.

       Effective July 1, 2005, Capital Guardian Trust Company ceased
serving as an Investment Advisor to the Small-Cap Equity Fund and the assets
of the Fund previously managed by Capital Guardian were allocated into three
portions, two of which are actively managed by Wellington Asset Management
Company, LLP and Smith Asset Management Group, L.P., respectively, both of
which have been advising on other portions of the Fund since prior to January
1, 2005, and the third of which is invested by State Street in the State
Street Bank and Trust Company Russell 2000 Index Securities Lending Fund, a
collective investment fund maintained by State Street the performance of
which is intended to replicate that of the Russell 2000 Index. The performance
of the portion of the Small-Cap Equity Fund previously managed by Capital
Guardian Trust Company is included in the performance of each of the
portions of the Fund advised by Wellington Asset Management Company, LLP and
Smith Asset Management Group, L.P., and in the portion invested by State
Street in the State Street Bank and Trust Company Russell 2000 Index
Securities Lending Fund for the quarter ended September 30, 2005.

       For the quarter ended September 30, 2005, the Small-Cap Equity Fund
experienced a total return, net of expenses, of 5.64%. By comparison, the
Russell 2000 Index produced an investment record of 4.69% for the same period.
For the nine months ended September 30, 2005, the Fund experienced a total
return, net of expenses, of 5.25%, compared to an investment record of 3.38%
for the Russell 2000 Index for the same period. The Russell 2000 Index does
not include an allowance for the fees that an investor would pay for investing
in the securities that comprise the Index or for fund expenses.

       The portion of the Small-Cap Equity Fund advised by Wellington
Asset Management Company, LLP outperformed the Russell 2000 Index for the
quarter ended September 30, 2005. Stock selection in the financials sector was
positive, driven by a strong move in shares of the NASDAQ Stock Market, Inc.
Shares of regional banks First Citizens and UMB Financial also moved higher
during the third quarter on the back of strong earnings driven by fewer bad
loans and robust commercial lending. Relative performance in the
telecommunications sector was strong in the third quarter, helped by the
performance of wireless carriers Dobson Communications and UbiquiTel.
Fundamentals for both companies are solid with improving revenues from
existing customers and roaming charges, while churn rates (rate of monthly
customer turnover) are declining. Energy stocks continue to dramatically
outperform the market as oil futures soared in the wake of two hurricanes in
the Gulf of Mexico. While the hurricanes



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<PAGE>



disrupted output for some of the companies with production in the Gulf, the
stocks shot higher as many smaller companies have tremendous earnings leverage
to higher prices. The industrials sector was pushed higher by strong returns
among building products and construction stocks. Wallboard manufacturer USG
was up sharply given the expected surge in demand following the hurricanes in
the gulf. Profits in USG were taken late in the quarter. Professional services
firm Resources Global continues to outperform, benefiting from strong demand
as companies scramble to comply with Sarbanes-Oxley reporting requirements.
Retail stocks were among the weakest areas of the performance during the
quarter as the market is concerned about the impact of high energy prices on
consumer spending. Craft retailer AC Moore was down sharply on slowing sales
and higher-than-expected costs. While the drop eliminated the gains in the
position, the longer-term story is intact. Guitar Center also lost ground but
held up well relative to other specialty retailers. Biotechnology stocks were
very strong performers for the quarter, but the portfolio's biotechnology
holdings trailed the market in large part due to the negative impact of
Incyte. Shares of Incyte fell sharply at the end of the quarter after the FDA
requested additional Phase II trials of the company's HIV drug, Reverset.

       The portion of the Small-Cap Equity Fund advised by Smith Asset
Management Group, L.P. outperformed the Russell 2000 Index for the quarter
ended September 30, 2005. Stock selection was exceptionally good within the
financial and industrial sectors and only contributed negatively in three
sectors for the quarter. Relative underperformance for the quarter was driven
almost entirely by poor performance in the consumer discretionary sector
particularly with retailers. Several retail holdings announced much weaker
than anticipated same-store sales numbers during the quarter and were sold as
a result, reducing exposure to an underweight position relative to the
benchmark. Three of the best performing stocks for the quarter were Ceradyne
(+53%), Quality Systems (+46%) and Valueclick (+39%). Ceradyne, a manufacturer
of body armour for the defense department, benefitted from several Defense
Department contract awards and increased focus on providing personal force
protection for troops in Iraq. Quality systems, a health care information
systems provider, reported earnings well above expectations during the
quarter. Bebe Stores (-33%), Shoe Carnival (-34%) and Hartmarx (-35%) were the
three worst performing stocks during the quarter and were all sold due to
negative earnings news. The biggest shift in sector exposure came in the
discretionary sector as many of the stocks in the portfolio reported weaker
than expected earnings. The weighting of this sector was reduced from 16.5% to
12.5% which resulted in a 2% underweight versus the benchmark. The exposure
was redistributed among the remaining sectors rather than in any particular
sector.

       The performance of the indexed portion of the Small-Cap Equity Fund
for the quarter ended September 30, 2005 was consistent with the Russell 1000
Growth Index after taking into account expenses.

       The portion of the Small-Cap Equity Fund advised by Wellington
Asset Management Company, LLP outperformed the Russell 2000 Index for the nine
month period ended September 30, 2005. A bottom-up investment approach
produced strong relative results in the first nine months of the year, with
outperformance in eight of the ten broad market sectors. The top-performing
sectors year-to-date were financials, information technology, and
telecommunication services. The financial sector contributed to relative
returns due to strong security selection, most notably among the commercial
banks, with holdings such as UMB Financial. Although the



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<PAGE>



information technology sector was weak as a whole, the portfolio's strong
security selection produced strong relative returns. Year-to-date, the
telecommunication services sector also aided relative results, particularly
from a holding in Dobson Communication, which is up over 300% year-to-date. On
the negative side, poor stock selection in the industrials and energy sector
detracted from performance relative to the Russell 2000.

       The portion of the Small-Cap Equity Fund advised by Smith Asset
Management Group, L.P. outperformed the Russell 2000 Index for the nine month
period ended September 30, 2005. Virtually all of the excess return came from
positive stock selection rather than specific relative weightings versus the
index. Technology, health care and consumer discretionary stocks contributed
the most significantly to the year's out-performance while the only sector
experiencing negative selection was energy.

       The portion of the Small-Cap Equity Fund advised by Capital
Guardian Trust Company through June 30, 2005 underperformed the Russell 2000
Index for the six month period then ended. Stock selection in the financials,
consumer discretionary, healthcare and utilities sectors contributed to
performance, while the largest detractors to relative and absolute returns for
the six month period ended June 30, 2005 were positions in the information
technology and industrials sectors.

International Equity Fund

       The International Equity Fund's investment objective is to seek
long-term growth of capital through investment primarily in common stocks of
established non-U.S. companies. The Fund intends 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.

       For the quarter ended September 30, 2005, the International Equity
Fund experienced a total return, net of expenses, of 9.60%. By comparison, the
Morgan Stanley Capital International All-Country World Ex-U.S. Free Index (the
"MSCI AC World Ex-U.S. Index") produced an investment record of 11.75% for the
same period. For the nine months ended September 30, 2005, the Fund
experienced a total return, net of expenses, of 8.99%, compared to an
investment record of 11.76% for the MSCI AC World Ex-U.S. Index for the same
period. The MSCI AC World Ex-U.S. Index does not include an allowance for the
fees that an investor would pay for investing in the securities that comprise
the Index or for fund expenses.

       The portion of the International Equity Fund advised by JPMorgan
Fleming Asset Management (London) Limited underperformed the MSCI AC World
Ex-U.S. Index for the quarter ended September 30, 2005. The value of the
porttfolio rose over 10% in the third quarter but nontheless did not keep pace
with the benchmark. Several factors held back performance in the third
quarter. The portfolio's large-cap orientation continued to handicap
performance as smaller cap names continued to dominate the markets. Being
underweight Japan and emerging markets was also a detriment as both those
regions racked up the largest gains during the quarter. Holdings of companies
whose earnings are geared to consumers in the U.K. and U.S. also hurt



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performance. Higher interest rates and the recent spike in gas prices soured
investors on such stocks. This negatively impacted a number of major holdings
in the areas of consumer staples, consumer discretionaries and financials. On
the positive side, the portfolio benefitted from overweight positions in a
number of natural resource companies. Oil stocks like Total, ENI and BG Group
as well as mining companies like CVRD and BHP Billiton were stellar
performers. A number of Japanese and emerging market holdings also performed
extremely well. The only problem was that the portfolio did not hold more of
them.

       The portion of the International Equity Fund advised by
Philadelphia International Advisors, LP underperformed the MSCI AC World
Ex-U.S. Index for the quarter ended September 30, 2005. International equity
markets surged in the third quarter, bringing the MSCI AC World Ex-U.S Index
to its highest close in five years. The portfolio participated in the rally,
but lagged the market benchmark. The primary reason for this shortfall was an
underweight in emerging markets combined with weak security selection which
was evident in the European portfolio, and on a sector basis, in consumer
discretionary, financial and industrial stocks. Financial stocks were
underweighted Japanese financials, which was one of the quarter's best
performing sectors. Year-to-date, the portfolio return remains below the
benchmark due primarily to the underperformance in the third quarter. An
underweight in emerging markets, which have rallied significantly this year,
has been the primary driver of the performance shortfall. Looking at sectors,
stock selection was particularly weak in materials, telecommunication
services, and consumer staples.

       The portion of the International Equity Fund advised by JPMorgan
Fleming Asset Management (London) Limited underperformed the MSCI AC World
Ex-U.S. Index for the nine month period ended September 30, 2005. For the most
part, the factors that impacted the portfolio in the third quarter were the
same ones that impacted it on a year-to-date basis. On the negative side, a
large cap bias, an underweight in emerging markets and holdings in consumer
and financial stocks geared to consumers in the U.S. and U.K. hurt
performance. Being underweight Japan did not hurt the portfolio on a
year-to-date basis even though it was a major factor in the third quarter. On
the positive side, holdings of oil and mining companies and stock selection in
emerging markets and Japan aided performance.

       The portion of the International Equity Fund advised by
Philadelphia International Advisors, L.P. underperformed the MSCI AC World
Ex-U.S. Index for the nine month period ended September 30, 2005.
Year-to-date, the portfolio return remains below the benchmark due primarily
to the underperformance in the third quarter. An underweight in emerging
markets, which have rallied significantly this year, has been the primary
driver of the performance shortfall. Looking at sectors, stock selection was
particularly weak in materials, telecommunication services, and consumer
staples.

Structured Portfolio Service

       The portfolios of the Structured Portfolio Service invest in the
Funds described above according to conservative, moderate and aggressive
allocations. Funds in the Conservative Portfolio are allocated as follows:
Stable Asset Return Fund, 30%; Intermediate Bond Fund, 35%; Large-Cap Value
Equity Fund, 7%; Large-Cap Growth Equity Fund, 7%; Index Equity



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Fund, 14%; and International Equity Fund, 7%. Funds in the Moderate Portfolio
are allocated as follows: 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%; and International Equity Fund, 15%. Funds in the Aggressive
Portfolio are allocated as follows: 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%; and International Equity Fund, 20%.

       For the quarter ended September 30, 2005, the Structured Portfolio
Service experienced a total return, net of expenses, of 1.77% for the
Conservative Portfolio, 3.06% for the Moderate Portfolio, and 4.41% for the
Aggressive Portfolio.

       For the nine month period ended September 30, 2005, the Structured
Portfolio Service experienced a total return, net of expenses, of 3.16% for
the Conservative Portfolio, 3.96% for the Moderate Portfolio, and 4.70% for
the Aggressive Portfolio.

       A recorded message providing current values for Units in each
portfolio in the Structured Portfolio Service is available at (800) 826-8905.
The Structured Portfolio Service may, from time to time, report the
performance of each of the portfolios in terms of total return. This reported
performance will be determined based on historical results and will not be
intended to indicate future performance.




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Item 4.  CONTROLS AND PROCEDURES.

     Conclusion Regarding the Effectiveness of Disclosure Controls and
Procedures: Under the supervision and with the participation of the Chief
Executive Officer and Chief Financial Officer, the Collective Trust conducted
an evaluation of its disclosure controls and procedures (as such term is
defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based on such
evaluation, the Collective Trust's Chief Executive Officer and Chief Financial
Officer have concluded that its disclosure controls and procedures are
effective as of September 30, 2005.

     Internal Control Over Financial Reporting: No change in the Collective
Trust's internal control over financial reporting occurred during the
Collective Trust's last fiscal quarter ended September 30, 2005 that has
materially affected, or is reasonably likely to materially affect, the
Collective Trust's internal control over financial reporting.





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PART II.  OTHER INFORMATION.

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     During the quarter ended September 30, 2005, the Collective Trust issued
an aggregate of approximately $127,000,000 in unregistered Units. Such Units
were offered and sold at their net asset value 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. Proceeds received by the Collective
Trust from the sale or transfer of the Units are applied to the applicable
Fund or portfolio of the Structured Portfolio Service.

Item 6.  EXHIBITS

31.1*   Certification of Phil Lussier 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 Phil Lussier 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.

* Filed herewith.





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                                  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.


                                    AMERICAN BAR ASSOCIATION MEMBERS/
                                    STATE STREET COLLECTIVE TRUST


November 9, 2005                  By: /s/ Phil Lussier
                                        -------------------------------
                                        Name:  Phil Lussier
                                        Title: Chief Executive Officer



November 9, 2005                    By: /s/ Beth M. Halberstadt
                                        -------------------------------
                                        Name:  Beth M. Halberstadt
                                        Title: Chief Financial Officer





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EXHIBIT INDEX

31.1*   Certification of Phil Lussier 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 Phil Lussier 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.

* Filed herewith.