##### Table of Contents

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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 March 31, 2004.



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



For the transition period from              to



Commission file number 333-113653



AMERICAN BAR ASSOCIATION MEMBERS/

STATE STREET COLLECTIVE TRUST

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                  |  | 04-6691601                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|225 Franklin Street Boston, Massachusetts                      |  | 02110 (Zip Code)                    
|(Address of principal executive offices)                       |  |                                     



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



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



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



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



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



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##### Table of Contents

TABLE OF CONTENTS



|                              |  |                                  |  |                              |  |                                     |  |   
|----------------------------- |  | -------------------------------- |  | ---------------------------- |  | ----------------------------------- |  | --
|                              |  |                                  |  | Page                        
|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                                 
|                              |  |                                  |  |                              |  | 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



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##### Table of Contents

|                           |  |                                                                                        |  |                                                       |  |                                     |  |   
|-------------------------- |  | -------------------------------------------------------------------------------------- |  | ----------------------------------------------------- |  | ----------------------------------- |  | --
|                           |  |                                                                                        |  | Page                                                 
|                           |  |                                                                                        |  |                                                       |  | 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
|                           |  |                                                                                        |  | Notes to Unaudited Financial Statements               |  | 53                                 
|Item    2.                 |  | Managements Discussion and Analysis of Financial Conditions and Results of Operations |  | 66                                                   
|Item    4.                 |  | Controlsand Procedures                                                                 |  | 72                                                   
|                           | 
|PART II. OTHER INFORMATION |  | 73                                                                                    
|                           |  |                                                                                       
|Item    2.                 |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities       |  | 73                                                   
|Item    6.                 |  | Exhibits and Reports on Form 8-K                                                       |  | 73                                                   
|SIGNATURES                 |  | 74                                                                                    



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##### Table of Contents

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



|                                                                                 |  |                |            
|-------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |            
|Investments, at value (cost $420,298,842)                                        |  | $              | 482,913,965
|Cash                                                                             |  |                | 67,897     
|Receivable for investments sold                                                  |  |                | 10,845,346 
|Receivable for fund units sold                                                   |  |                | 373,579    
|Dividends and interest receivable                                                |  |                | 1,422,996  
|                                                                                 |  |                |            
|Total assets                                                                     |  |                | 495,623,783
|                                                                                 |  |                |            
|Liabilities                                                                      |  |                |            
|Payable for investments purchased                                                |  |                | 28,639,968 
|Investment advisory fee payable                                                  |  |                | 90,557     
|State Street Bank and Trust Companyprogram fee payable                          |  |                | 110,976    
|Trustee, management and administration fees payable                              |  |                | 30,938     
|American Bar Retirement Associationprogram fee payable                          |  |                | 17,850     
|Other accruals                                                                   |  |                | 16,260     
|                                                                                 |  |                |            
|Total liabilities                                                                |  |                | 28,906,549 
|                                                                                 |  |                |            
|Net assets (equivalent to $ 73.54 per unit based on 6,346,540 units outstanding) |  | $              | 466,717,234
|                                                                                 |  |                |            



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



1



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Balanced Fund

Statement of Operations

Unaudited



|                                                     |  |                                                |           
|---------------------------------------------------- |  | ---------------------------------------------- | ----------
|                                                     |  | For the periodJanuary 1, 2004to March 31, 2004
|Investment Income                                    |  |                                                |           
|Dividends (net of foreign tax expense of $28,902)    |  | $                                              | 1,063,195 
|Interest                                             |  |                                                | 1,701,916 
|Securities Lending income                            |  |                                                | 3,870     
|                                                     |  |                                                |           
|Total investment income                              |  |                                                | 2,768,981 
|                                                     |  |                                                |           
|Expenses                                             |  |                                                |           
|Investment advisory fee                              |  |                                                | 268,378   
|State Street Bank and Trust Companyprogram fee      |  |                                                | 337,120   
|American Bar Retirement Associationprogram fee      |  |                                                | 52,234    
|Trustee, management and administration fees          |  |                                                | 91,337    
|Reports to unitholders                               |  |                                                | 22,848    
|Legal and audit fees                                 |  |                                                | 28,120    
|Registration fees                                    |  |                                                | 1,758     
|Other fees                                           |  |                                                | 5,858     
|                                                     |  |                                                |           
|Total expenses                                       |  |                                                | 807,653   
|                                                     |  |                                                |           
|Net investment income                                |  |                                                | 1,961,328 
|                                                     | 
|Net Realized and Unrealized Gain on Investments:     |  |                                                |           
|Net realized gain                                    |  |                                                | 5,097,546 
|Change in net unrealized appreciation                |  |                                                | 2,950,727 
|                                                     |  |                                                |           
|Net realized and unrealized gain on investments      |  |                                                | 8,048,273 
|                                                     |  |                                                |           
|Net increase in net assets resulting from operations |  | $                                              | 10,009,601
|                                                     |  |                                                |           



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



2



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Balanced Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                |             |  
|----------------------------------------------------------------- |  | ---------------------------------------------- | ----------- | -
|                                                                  |  | For the periodJanuary 1, 2004to March 31, 2004 |            
|From operations                                                   |  |                                                |             |  
|Net investment income                                             |  | $                                              | 1,961,328   |  
|Net realized gain on investments                                  |  |                                                | 5,097,546   |  
|Net change in unrealized appreciation on investments              |  |                                                | 2,950,727   |  
|                                                                  |  |                                                |             |  
|Net increase in net assets resulting from operations              |  |                                                | 10,009,601  |  
|                                                                  |  |                                                |             |  
|From unitholder transactions                                      |  |                                                |             |  
|Proceeds from units issued                                        |  |                                                | 10,440,541  |  
|Cost of units redeemed                                            |  |                                                | (11,593,886 | )
|Net decrease in net assets resulting from unitholder transactions |  |                                                | (1,153,345  | )
|                                                                  |  |                                                |             |  
|Net increase in net assets                                        |  |                                                | 8,856,256   |  
|Net Assets                                                        |  |                                                |             |  
|Beginning of period                                               |  |                                                | 457,860,978 |  
|                                                                  |  |                                                |             |  
|End of period                                                     |  | $                                              | 466,717,234 |  
|                                                                  |  |                                                |             |  
|Number of Units                                                   |  |                                                |             |  
|Outstanding-beginning of period                                   |  |                                                | 6,362,019   |  
|Sold                                                              |  |                                                | 141,363     |  
|Redeemed                                                          |  |                                                | (156,842    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                | 6,346,540   |  
|                                                                  |  |                                                |             |  



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



3



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Balanced Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |       |  
|----------------------------------------------------------- |  | ---------------------------------------------- | ----- | -
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |      
|Investment income                                           |  | $                                              | 0.43  |  
|Net expenses                                               |  |                                                | (0.13 | )
|                                                            |  |                                                |       |  
|Net investment income                                       |  |                                                | 0.30  |  
|Net realized and unrealized gain on investments             |  |                                                | 1.27  |  
|                                                            |  |                                                |       |  
|Net increase in unit value                                  |  |                                                | 1.57  |  
|Net asset value at beginning of period                      |  |                                                | 71.97 |  
|                                                            |  |                                                |       |  
|Net asset value at end of period                            |  | $                                              | 73.54 |  
|                                                            | 
|Ratio of net expenses to average net assets*               |  |                                                | 0.69  | %
|Ratio of net investment income to average net assets*       |  |                                                | 1.67  | %
|Portfolio turnover**                                        |  |                                                | 16    | %
|Total return                                                |  |                                                | 2.18  | %
|Number of units outstanding at end of period (in thousands) |  |                                                | 6,347 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized
|-- |  | --------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



4



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Index Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                                                        |  |                |            
|----------------------------------------------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                                                        |  | March 31, 2004
|Assets                                                                                                                  |  |                |            
|Investments, at value:                                                                                                  |  |                |            
|State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund (cost $357,121,077 and units 38,594,613) |  | $              | 343,993,790
|Cash                                                                                                                    |  |                | 762,766    
|Receivable for fund units sold                                                                                          |  |                | 1,195,729  
|                                                                                                                        |  |                |            
|Total assets                                                                                                            |  |                | 345,952,285
|                                                                                                                        |  |                |            
|Liabilities                                                                                                             |  |                |            
|Payable for investments purchased                                                                                       |  |                | 762,726    
|State Street Bank and Trust Companyprogram fee payable                                                                 |  |                | 74,223     
|Trustee, management and administration fees payable                                                                     |  |                | 20,848     
|American Bar Retirement Associationprogram fee payable                                                                 |  |                | 12,060     
|Other accruals                                                                                                          |  |                | 8,784      
|                                                                                                                        |  |                |            
|Total liabilities                                                                                                       |  |                | 878,641    
|                                                                                                                        |  |                |            
|Net assets (equivalent to $ 27.67 per unit based on 12,470,096 units outstanding)                                       |  | $              | 345,073,644
|                                                                                                                        |  |                |            



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



5



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Index Equity Fund

Statement of Operations

Unaudited



|                                                       |  |                                                |            |  
|------------------------------------------------------ |  | ---------------------------------------------- | ---------- | -
|                                                       |  | For the periodJanuary 1, 2004to March 31, 2004 |           
|Investment Income                                      |  |                                                |            |  
|Securities Lending income from underlying fund         |  | $                                              | 7,429      |  
|                                                       |  |                                                |            |  
|Expenses                                               |  |                                                |            |  
|State Street Bank and Trust Companyprogram fee        |  |                                                | 238,666    |  
|Trustee, management and administration fees            |  |                                                | 64,682     |  
|American Bar Retirement Associationprogram fee        |  |                                                | 36,986     |  
|Reports to unitholders                                 |  |                                                | 16,174     |  
|Legal and audit fees                                   |  |                                                | 19,907     |  
|Registration fees                                      |  |                                                | 1,244      |  
|Other fees                                             |  |                                                | 4,147      |  
|                                                       |  |                                                |            |  
|Total expenses                                         |  |                                                | 381,806    |  
|                                                       |  |                                                |            |  
|Net investment loss                                    |  |                                                | (374,377   | )
|                                                       |  |                                                |            |  
|Net Realized and Unrealized Gain (Loss) on Investments |  |                                                |            |  
|Net realized loss                                      |  |                                                | (1,143,861 | )
|Change in net unrealized appreciation on investments   |  |                                                | 8,108,739  |  
|                                                       |  |                                                |            |  
|Net realized and unrealized gain on investments        |  |                                                | 6,964,878  |  
|                                                       |  |                                                |            |  
|Net increase in net assets resulting from operations   |  | $                                              | 6,590,501  |  
|                                                       |  |                                                |            |  



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



6



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Index Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                |             |  
|----------------------------------------------------------------- |  | ---------------------------------------------- | ----------- | -
|                                                                  |  | For the periodJanuary 1, 2004to March 31, 2004 |            
|From operations                                                   |  |                                                |             |  
|Net investment loss                                               |  | $                                              | (374,377    | )
|Net realized loss on investments                                  |  |                                                | (1,143,861  | )
|Net change in unrealized appreciation on investments              |  |                                                | 8,108,739   |  
|                                                                  |  |                                                |             |  
|Net increase in net assets resulting from operations              |  |                                                | 6,590,501   |  
|                                                                  |  |                                                |             |  
|From unitholder transactions                                      |  |                                                |             |  
|Proceeds from units issued                                        |  |                                                | 23,536,878  |  
|Cost of units redeemed                                            |  |                                                | (3,933,372  | )
|                                                                  | 
|Net increase in net assets resulting from unitholder transactions |  |                                                | 19,603,506  |  
|                                                                  |  |                                                |             |  
|                                                                  | 
|Net increase in net assets                                        |  |                                                | 26,194,007  |  
|Net assets                                                        |  |                                                |             |  
|Beginning of period                                               |  |                                                | 318,879,637 |  
|                                                                  |  |                                                |             |  
|End of period                                                     |  | $                                              | 345,073,644 |  
|                                                                  |  |                                                |             |  
|Number of Units                                                   |  |                                                |             |  
|Outstanding-beginning of period                                   |  |                                                | 11,764,241  |  
|Sold                                                              |  |                                                | 847,900     |  
|Redeemed                                                          |  |                                                | (142,045    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                | 12,470,096  |  
|                                                                  |  |                                                |             |  



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



7



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Index Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |        |   
|----------------------------------------------------------- |  | ---------------------------------------------- | ------ | --
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |       
|Investment income                                          |  | $                                              | 0.00   |   
|Net expenses                                              |  |                                                | (0.03  | ) 
|                                                            |  |                                                |        |   
|Net investment income (loss)                                |  |                                                | (0.03  | ) 
|Net realized and unrealized gain on investments             |  |                                                | 0.59   |   
|                                                            |  |                                                |        |   
|Net increase in unit value                                  |  |                                                | 0.56   |   
|Net asset value at beginning of period                      |  |                                                | 27.11  |   
|                                                            |  |                                                |        |   
|Net asset value at end of period                            |  | $                                              | 27.67  |   
|                                                            |  |                                                |        |   
|Ratio of net expenses to average net assets*              |  |                                                | 0.45   | % 
|Ratio of net investment loss to average net assets*         |  |                                                | (0.44  | )%
|Portfolio turnover**                                        |  |                                                | 2      | % 
|Total return                                                |  |                                                | 2.07   | % 
|Number of units outstanding at end of period (in thousands) |  |                                                | 12,470 |   

---

|* |  | Annualized.
|- |  | -----------

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

| |  | Amounts less than $.005 per unit are rounded to zero.
|- |  | -----------------------------------------------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not incude expenses charged to the collective investment fund in which the Fund invests.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



8



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Intermediate Bond Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                  |  |                |            
|--------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                  |  | March 31, 2004
|Assets                                                                            |  |                |            
|Investments, at value (cost $248,735,978)                                         |  | $              | 250,899,875
|Foreign currency, at value (cost $757,455)                                        |  |                | 765,626    
|Cash                                                                              |  |                | 2,215,054  
|Receivable for foreign currency sold                                              |  |                | 16,296,806 
|Receivable for investments sold                                                   |  |                | 19,705,121 
|Receivable for open swap contracts                                                |  |                | 248,026    
|Receivable for futures variation margin                                           |  |                | 361,645    
|Interest receivable                                                               |  |                | 1,486,660  
|                                                                                  |  |                |            
|Total assets                                                                      |  |                | 291,978,813
|                                                                                  |  |                |            
|Liabilities                                                                       |  |                |            
|Payable for investments purchased                                                 |  |                | 28,632,852 
|Payable for foreign currency purchased                                            |  |                | 16,174,588 
|Payable for fund shares redeemed                                                  |  |                | 1,223,018  
|Payable for open swap contract                                                    |  |                | 589,062    
|Option written, at value (premiums received $393,714)                             |  |                | 384,878    
|Payable for futures variation margin                                              |  |                | 19,926     
|Investment advisory fee payable                                                   |  |                | 59,619     
|State Street Bank and Trust Companyprogram fee payable                           |  |                | 57,900     
|Trustee, management and administration fees payable                               |  |                | 16,144     
|American Bar Retirement Associationprogram fee payable                           |  |                | 9,322      
|Other accruals                                                                    |  |                | 8,499      
|                                                                                  |  |                |            
|Total liabilities                                                                 |  |                | 47,175,808 
|                                                                                  |  |                |            
|Net assets (equivalent to $ 18.48 per unit based on 13,249,005 units outstanding) |  | $              | 244,803,005
|                                                                                  |  |                |            



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



9



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Intermediate Bond Fund

Statement of Operations

Unaudited



|                                                                      |  |                                                |           |  
|--------------------------------------------------------------------- |  | ---------------------------------------------- | --------- | -
|                                                                      |  | For the periodJanuary 1, 2004to March 31, 2004 |          
|Investment Income                                                     |  |                                                |           |  
|Interest                                                              |  | $                                              | 1,024,037 |  
|                                                                      |  |                                                |           |  
|Total investment income                                               |  |                                                | 1,024,037 |  
|                                                                      |  |                                                |           |  
|Expenses                                                              |  |                                                |           |  
|Investment advisory fee                                               |  |                                                | 172,631   |  
|State Street Bank and Trust Companyprogram fee                       |  |                                                | 171,236   |  
|American Bar Retirement Associationprogram fee                       |  |                                                | 26,552    |  
|Trustee, management and administration fees                           |  |                                                | 46,428    |  
|Reports to unitholders                                                |  |                                                | 11,614    |  
|Legal and audit fees                                                  |  |                                                | 14,294    |  
|Registration fees                                                     |  |                                                | 893       |  
|Other fees                                                            |  |                                                | 2,978     |  
|                                                                      |  |                                                |           |  
|Total expenses                                                        |  |                                                | 446,626   |  
|                                                                      |  |                                                |           |  
|Net investment income                                                 |  |                                                | 577,411   |  
|                                                                      |  |                                                |           |  
|Net Realized and Unrealized Gain on Investments                       |  |                                                |           |  
|Net realized gain on:                                                 |  |                                                |           |  
|Investments                                                           |  |                                                | 1,418,028 |  
|Foreign currency transactions and forward currency exchange contracts |  |                                                | 216,567   |  
|Futures                                                               |  |                                                | 2,463,841 |  
|                                                                      |  |                                                |           |  
|                                                                      |  |                                                | 4,098,436 |  
|                                                                      |  |                                                |           |  
|Change in net unrealized appreciation (depreciation) on:              |  |                                                |           |  
|Investments                                                           |  |                                                | (99,262   | )
|Foreign currency tranactions and forward currency exchange contracts  |  |                                                | 405,437   |  
|Written options                                                       |  |                                                | (11,892   | )
|Futures                                                               |  |                                                | 715,044   |  
|Swaps                                                                 |  |                                                | (341,037  | )
|                                                                      |  |                                                |           |  
|                                                                      |  |                                                | 668,290   |  
|Net realized and unrealized gain on investments                       |  |                                                | 4,766,726 |  
|                                                                      |  |                                                |           |  
|Net increase in net assets resulting from operations                  |  | $                                              | 5,344,137 |  
|                                                                      |  |                                                |           |  



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



10



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Intermediate Bond Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                |             |  
|------------------------------------------------------------------ |  | ---------------------------------------------- | ----------- | -
|                                                                   |  | For the periodJanuary 1, 2004to March 31, 2004 |            
|From operations                                                    |  |                                                |             |  
|Net investment income                                              |  | $                                              | 577,411     |  
|Net realized gain on investments                                   |  |                                                | 4,098,436   |  
|Net change in unrealized depreciation on investments               |  |                                                | 668,290     |  
|                                                                   |  |                                                |             |  
|Net increase in net assets resulting from operations               |  |                                                | 5,344,137   |  
|                                                                   |  |                                                |             |  
|From unitholder transactions                                       |  |                                                |             |  
|Proceeds from sales of units                                       |  |                                                | 12,166,949  |  
|Cost of units redeemed                                             |  |                                                | (8,718,642  | )
|                                                                   | 
|Net increase in net assets resulting from participant transactions |  |                                                | 3,448,307   |  
|                                                                   |  |                                                |             |  
|Total increase in net assets                                       |  |                                                | 8,792,444   |  
|Net Assets                                                         |  |                                                |             |  
|Beginning of period                                                |  |                                                | 236,010,561 |  
|End of period                                                      |  | $                                              | 244,803,005 |  
|                                                                   |  |                                                |             |  
|Number of Units                                                    |  |                                                |             |  
|Outstanding-beginning of period                                    |  |                                                | 13,060,672  |  
|Sold                                                               |  |                                                | 665,272     |  
|Redeemed                                                           |  |                                                | (476,939    | )
|                                                                   | 
|Outstanding-end of period                                          |  |                                                | 13,249,005  |  
|                                                                   |  |                                                |             |  



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



11



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Intermediate Bond Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |        |  
|----------------------------------------------------------- |  | ---------------------------------------------- | ------ | -
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |       
|Investment income                                           |  | $                                              | 0.08   |  
|Net expenses                                               |  |                                                | (0.03  | )
|                                                            |  |                                                |        |  
|Net investment income                                       |  |                                                | 0.05   |  
|Net realized and unrealized gain on investments             |  |                                                | 0.36   |  
|                                                            |  |                                                |        |  
|Net increase in unit value                                  |  |                                                | 0.41   |  
|Net asset value at beginning of period                      |  |                                                | 18.07  |  
|                                                            |  |                                                |        |  
|Net asset value at end of period                            |  | $                                              | 18.48  |  
|                                                            |  |                                                |        |  
|Ratio of net expenses to average net assets*               |  |                                                | 0.75   | %
|Ratio of net investment income to average net assets*       |  |                                                | 0.97   | %
|Portfolio turnover**                                        |  |                                                | 52     | %
|Total return                                                |  |                                                | 2.27   | %
|Number of units outstanding at end of period (in thousands) |  |                                                | 13,249 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized
|-- |  | --------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



12



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |            
|-------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |            
|Investments, at value (cost $99,800,582)                                         |  | $              | 127,733,725
|Foreign currency, at value (cost $221,121)                                       |  |                | 222,712    
|Cash                                                                             |  |                | 5,611      
|Receivable for investments sold                                                  |  |                | 134,275    
|Receivable for fund units sold                                                   |  |                | 123,463    
|Receivable for foreign currency sold                                             |  |                | 1,155,552  
|Dividends receivable                                                             |  |                | 420,907    
|Tax reclaims receivable                                                          |  |                | 85,211     
|                                                                                 |  |                |            
|Total assets                                                                     |  |                | 129,881,456
|                                                                                 |  |                |            
|Liabilities                                                                      |  |                |            
|Payable for investments purchased                                                |  |                | 1,122,728  
|Payable for fund units purchased                                                 |  |                | 1,292,257  
|Payable for foreign currency purchased                                           |  |                | 1,156,614  
|Tax withholding payable                                                          |  |                | 33,830     
|Investment advisory fee payable                                                  |  |                | 64,150     
|State Street Bank and Trust Companyprogram fee payable                          |  |                | 29,403     
|Trustee, management and administration fees payable                              |  |                | 8,197      
|American Bar Retirement Associationprogram fee payable                          |  |                | 4,727      
|Other accruals                                                                   |  |                | 2,811      
|                                                                                 |  |                |            
|Total liabilities                                                                |  |                | 3,714,717  
|                                                                                 |  |                |            
|Net assets (equivalent to $ 18.75 per unit based on 6,730,608 units outstanding) |  | $              | 126,166,739
|                                                                                 |  |                |            



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



13



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Statement of Operations

Unaudited



|                                                          |  |                                                |           |  
|--------------------------------------------------------- |  | ---------------------------------------------- | --------- | -
|                                                          |  | For the periodJanuary 1, 2004to March 31, 2004 |          
|Investment Income                                         |  |                                                |           |  
|Dividends (net of foreign tax expense of $48,457)         |  | $                                              | 593,656   |  
|Interest                                                  |  |                                                | 11,420    |  
|Securities Lending income                                 |  |                                                | 672       |  
|                                                          |  |                                                |           |  
|Total investment income                                   |  |                                                | 605,748   |  
|                                                          |  |                                                |           |  
|Expenses                                                  |  |                                                |           |  
|Investment advisory fee                                   |  |                                                | 186,771   |  
|State Street Bank and Trust Companyprogram fee           |  |                                                | 87,840    |  
|American Bar Retirement Associationprogram fee           |  |                                                | 13,614    |  
|Trustee, management and administration fees               |  |                                                | 23,805    |  
|Reports to unitholders                                    |  |                                                | 5,954     |  
|Legal and audit fees                                      |  |                                                | 7,327     |  
|Registration fees                                         |  |                                                | 458       |  
|Other fees                                                |  |                                                | 1,527     |  
|                                                          |  |                                                |           |  
|Total expenses                                            |  |                                                | 327,296   |  
|                                                          |  |                                                |           |  
|Net investment income                                     |  |                                                | 278,452   |  
|                                                          |  |                                                |           |  
|Net Realized and Unrealized Gain (Loss) on Investments:   |  |                                                |           |  
|Net realized gain on investments sold                     |  |                                                | 4,004,514 |  
|Net realized loss on foreign currency                     |  |                                                | (10,092   | )
|Change in net unrealized depreciation on investments      |  |                                                | (846,982  | )
|Change in net unrealized depreciation on foreign currency |  |                                                | (8,423    | )
|                                                          | 
|Net realized and unrealized gain on investments           |  |                                                | 3,139,017 |  
|                                                          |  |                                                |           |  
|Net increase in net assets resulting from operations      |  | $                                              | 3,417,469 |  
|                                                          |  |                                                |           |  



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



14



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                |             |  
|----------------------------------------------------------------- |  | ---------------------------------------------- | ----------- | -
|                                                                  |  | For the periodJanuary 1, 2004to March 31, 2004 |            
|From operations                                                   |  |                                                |             |  
|Net investment income                                             |  | $                                              | 278,452     |  
|Net realized gain on investments                                  |  |                                                | 3,994,422   |  
|Net change in unrealized depreciation on investments              |  |                                                | (855,405    | )
|                                                                  |  |                                                |             |  
|Net increase in net assets resulting from operations              |  |                                                | 3,417,469   |  
|                                                                  |  |                                                |             |  
|From unitholder transactions                                      |  |                                                |             |  
|Proceeds from units issued                                        |  |                                                | 20,614,580  |  
|Cost of units redeemed                                            |  |                                                | (13,231,402 | )
|                                                                  | 
|Net increase in net assets resulting from unitholder transactions |  |                                                | 7,383,178   |  
|                                                                  |  |                                                |             |  
|Net increase in net assets                                        |  |                                                | 10,800,647  |  
|Net Assets                                                        |  |                                                |             |  
|Beginning of period                                               |  |                                                | 115,366,092 |  
|                                                                  |  |                                                |             |  
|End of period                                                     |  | $                                              | 126,166,739 |  
|                                                                  |  |                                                |             |  
|Number of Units                                                   |  |                                                |             |  
|Outstanding-beginning of period                                   |  |                                                | 6,331,977   |  
|Sold                                                              |  |                                                | 1,105,776   |  
|Redeemed                                                          |  |                                                | (707,145    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                | 6,730,608   |  
|                                                                  |  |                                                |             |  



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



15



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                  |       |  
|----------------------------------------------------------- |  | ------------------------------------------------ | ----- | -
|                                                            |  | For the period January 1, 2004 to March 31, 2004 |      
|Investment income                                           |  | $                                                | 0.09  |  
|Net expenses                                               |  |                                                  | (0.05 | )
|                                                            |  |                                                  |       |  
|Net investment income                                       |  |                                                  | 0.04  |  
|Net realized and unrealized gain on investments             |  |                                                  | 0.49  |  
|                                                            |  |                                                  |       |  
|Net increase in unit value                                  |  |                                                  | 0.53  |  
|Net asset value at beginning of period                      |  |                                                  | 18.22 |  
|                                                            |  |                                                  |       |  
|Net asset value at end of period                            |  | $                                                | 18.75 |  
|                                                            |  |                                                  |       |  
|Ratio of net expenses to average net assets*               |  |                                                  | 1.07  | %
|Ratio of net investment income to average net assets*       |  |                                                  | 0.91  | %
|Portfolio turnover**                                        |  |                                                  | 11    | %
|Total return                                                |  |                                                  | 2.91  | %
|Number of units outstanding at end of period (in thousands) |  |                                                  | 6,731 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized
|-- |  | --------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



16



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Growth Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                  |  |                |            
|--------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                  |  | March 31, 2004
|Assets                                                                            |  |                |            
|Investments, at value (cost $708,709,581)                                         |  | $              | 838,691,499
|Cash                                                                              |  |                | 277,332    
|Receivable for investments sold                                                   |  |                | 7,434,932  
|Receivable for fund units sold                                                    |  |                | 624,556    
|Dividends and interest receivable                                                 |  |                | 662,569    
|                                                                                  |  |                |            
|Total assets                                                                      |  |                | 847,690,888
|                                                                                  |  |                |            
|Liabilities                                                                       |  |                |            
|Payable for investments purchased                                                 |  |                | 5,443,492  
|Payable for fund units purchased                                                  |  |                | 395,824    
|Investment advisory fee payable                                                   |  |                | 268,717    
|State Street Bank and Trust Companyprogram fee payable                           |  |                | 199,283    
|Trustee, management and administration fees payable                               |  |                | 55,621     
|American Bar Retirement Associationprogram fee payable                           |  |                | 32,068     
|Other accruals                                                                    |  |                | 32,415     
|                                                                                  |  |                |            
|Total liabilities                                                                 |  |                | 6,427,420  
|                                                                                  |  |                |            
|Net assets (equivalent to $ 43.96 per unit based on 19,138,481 units outstanding) |  | $              | 841,263,468
|                                                                                  |  |                |            



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



17



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Growth Equity Fund

Statement of Operations

Unaudited



|                                                     |  |                                                  |            |  
|---------------------------------------------------- |  | ------------------------------------------------ | ---------- | -
|                                                     |  | For the period January 1, 2004 to March 31, 2004 |           
|Investment Income                                    |  |                                                  |            |  
|Dividends (net of foreign tax expense of $36,470)    |  | $                                                | 1,673,951  |  
|Interest                                             |  |                                                  | 24,156     |  
|Securities Lending income                            |  |                                                  | 6,757      |  
|Other income                                         |  |                                                  | 618        |  
|                                                     |  |                                                  |            |  
|Total investment income                              |  |                                                  | 1,705,482  |  
|Expenses                                             |  |                                                  |            |  
|Investment advisory fee                              |  |                                                  | 386,686    |  
|State Street Bank and Trust Companyprogram fee      |  |                                                  | 612,551    |  
|American Bar Retirement Associationprogram fee      |  |                                                  | 94,942     |  
|Trustee, management and administration fees          |  |                                                  | 166,064    |  
|Reports to unitholders                               |  |                                                  | 41,531     |  
|Legal and audit fees                                 |  |                                                  | 51,115     |  
|Registration fees                                    |  |                                                  | 3,195      |  
|Other fees                                           |  |                                                  | 10,649     |  
|                                                     |  |                                                  |            |  
|Total expenses                                       |  |                                                  | 1,366,733  |  
|Net investment income                                |  |                                                  | 338,749    |  
|                                                     |  |                                                  |            |  
|Net Realized and Unrealized Gain on Investments      |  |                                                  |            |  
|Net realized gain:                                   |  |                                                  | 9,217,896  |  
|Change in net unrealized depreciation:               |  |                                                  | (1,059,658 | )
|                                                     |  |                                                  |            |  
|Net realized and unrealized gain on investments      |  |                                                  | 8,158,238  |  
|                                                     |  |                                                  |            |  
|Net increase in net assets resulting from operations |  | $                                                | 8,496,987  |  
|                                                     |  |                                                  |            |  



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



18



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Growth Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                  |             |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ----------- | -
|                                                                  |  | For the period January 1, 2004 to March 31, 2004 |            
|From operations                                                   |  |                                                  |             |  
|Net investment income                                             |  | $                                                | 338,749     |  
|Net realized gain on investments                                  |  |                                                  | 9,217,896   |  
|Net change in unrealized depreciation on investments              |  |                                                  | (1,059,658  | )
|                                                                  |  |                                                  |             |  
|Net increase in net assets resulting from operations              |  |                                                  | 8,496,987   |  
|                                                                  |  |                                                  |             |  
|From unitholder transactions                                      |  |                                                  |             |  
|Proceeds from units issued                                        |  |                                                  | 13,494,225  |  
|Cost of units redeemed                                            |  |                                                  | (20,820,428 | )
|                                                                  | 
|Net decrease in net assets resulting from unitholder transactions |  |                                                  | (7,326,203  | )
|                                                                  |  |                                                  |             |  
|Net increase in net assets                                        |  |                                                  | 1,170,784   |  
|Net Assets                                                        |  |                                                  |             |  
|Beginning of period                                               |  |                                                  | 840,092,684 |  
|End of period                                                     |  | $                                                | 841,263,468 |  
|                                                                  |  |                                                  |             |  
|Number of Units                                                   |  |                                                  |             |  
|Outstanding-beginning of period                                   |  |                                                  | 19,301,445  |  
|Sold                                                              |  |                                                  | 303,156     |  
|Redeemed                                                          |  |                                                  | (466,120    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                  | 19,138,481  |  
|                                                                  |  |                                                  |             |  



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



19



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Growth Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                  |        |  
|----------------------------------------------------------- |  | ------------------------------------------------ | ------ | -
|                                                            |  | For the period January 1, 2004 to March 31, 2004 |       
|Investment income                                           |  | $                                                | 0.09   |  
|Net expenses                                               |  |                                                  | (0.07  | )
|                                                            |  |                                                  |        |  
|Net investment income                                       |  |                                                  | 0.02   |  
|Net realized and unrealized gain on investments             |  |                                                  | 0.42   |  
|                                                            |  |                                                  |        |  
|Net increase in unit value                                  |  |                                                  | 0.44   |  
|Net asset value at beginning of period                      |  |                                                  | 43.52  |  
|                                                            |  |                                                  |        |  
|Net asset value at end of period                            |  | $                                                | 43.96  |  
|                                                            |  |                                                  |        |  
|Ratio of net expenses to average net assets*               |  |                                                  | 0.64   | %
|Ratio of net investment income to average net assets*       |  |                                                  | 0.16   | %
|Portfolio turnover**                                        |  |                                                  | 7      | %
|Total return                                                |  |                                                  | 1.01   | %
|Number of units outstanding at end of period (in thousands) |  |                                                  | 19,138 |  

---

|* |  | Annualized.
|- |  | -----------

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

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



20



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Value Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |            
|-------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |            
|Investments, at value (cost $259,422,324)                                        |  | $              | 302,323,915
|Cash                                                                             |  |                | 121,296    
|Receivable for investments sold                                                  |  |                | 861,696    
|Receivable for fund units sold                                                   |  |                | 343,512    
|Dividends and interest receivable                                                |  |                | 354,988    
|                                                                                 |  |                |            
|Total assets                                                                     |  |                | 304,005,407
|                                                                                 |  |                |            
|Liabilities                                                                      |  |                |            
|Payable for investments purchased                                                |  |                | 120,065    
|Payable for fund units purchased                                                 |  |                | 1,202,814  
|Investment advisory fee payable                                                  |  |                | 54,810     
|State Street Bank and Trust Companyprogram fee payable                          |  |                | 70,896     
|Trustee, management and administration fees payable                              |  |                | 19,778     
|American Bar Retirement Associationprogram fee payable                          |  |                | 11,380     
|Other accruals                                                                   |  |                | 8,273      
|                                                                                 |  |                |            
|Total liabilities                                                                |  |                | 1,488,016  
|                                                                                 | 
|Net assets (equivalent to $ 30.75 per unit based on 9,836,885 units outstanding) |  | $              | 302,517,391
|                                                                                 |  |                |            



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



21



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Value Equity Fund

Statement of Operations

Unaudited



|                                                     |  |                                                  |           
|---------------------------------------------------- |  | ------------------------------------------------ | ----------
|                                                     |  | For the period January 1, 2004 to March 31, 2004
|Investment Income                                    |  |                                                  |           
|Dividends                                            |  | $                                                | 1,256,055 
|Interest                                             |  |                                                  | 20,694    
|Securities Lending income                            |  |                                                  | 3,173     
|                                                     |  |                                                  |           
|Total investment income                              |  |                                                  | 1,279,922 
|                                                     |  |                                                  |           
|Expenses                                             |  |                                                  |           
|Investment advisory fee                              |  |                                                  | 160,612   
|State Street Bank and Trust Companyprogram fee      |  |                                                  | 214,200   
|American Bar Retirement Associationprogram fee      |  |                                                  | 33,155    
|Trustee, management and administration fees          |  |                                                  | 58,055    
|Reports to unitholders                               |  |                                                  | 14,543    
|Legal and audit fees                                 |  |                                                  | 17,900    
|Registration fees                                    |  |                                                  | 1,119     
|Other fees                                           |  |                                                  | 3,729     
|                                                     |  |                                                  |           
|Total expenses                                       |  |                                                  | 503,313   
|                                                     |  |                                                  |           
|Net investment income                                |  |                                                  | 776,609   
|                                                     |  |                                                  |           
|Net Realized and Unrealized Gain on Investments      |  |                                                  |           
|Net realized gain                                    |  |                                                  | 5,521,135 
|Change in net unrealized appreciation                |  |                                                  | 4,392,720 
|                                                     |  |                                                  |           
|Net realized and unrealized gain on investments      |  |                                                  | 9,913,855 
|                                                     |  |                                                  |           
|Net increase in net assets resulting from operations |  | $                                                | 10,690,464
|                                                     |  |                                                  |           



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



22



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Value Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                  |             |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ----------- | -
|                                                                  |  | For the period January 1, 2004 to March 31, 2004 |            
|From operations                                                   |  |                                                  |             |  
|Net investment income                                             |  | $                                                | 776,609     |  
|Net realized gain on investments                                  |  |                                                  | 5,521,135   |  
|Net change in unrealized appreciation on investments              |  |                                                  | 4,392,720   |  
|                                                                  |  |                                                  |             |  
|Net increase in net assets resulting from operations              |  |                                                  | 10,690,464  |  
|                                                                  |  |                                                  |             |  
|From unitholder transactions                                      |  |                                                  |             |  
|Proceeds from units issued                                        |  |                                                  | 33,711,194  |  
|Cost of units redeemed                                            |  |                                                  | (27,988,734 | )
|                                                                  | 
|Net increase in net assets resulting from unitholder transactions |  |                                                  | 5,722,460   |  
|                                                                  |  |                                                  |             |  
|Net increase in net assets                                        |  |                                                  | 16,412,924  |  
|                                                                  | 
|Net Assets                                                        |  |                                                  |             |  
|Beginning of period                                               |  |                                                  | 286,104,467 |  
|                                                                  |  |                                                  |             |  
|End of period                                                     |  | $                                                | 302,517,391 |  
|                                                                  |  |                                                  |             |  
|Number of Units                                                   |  |                                                  |             |  
|Outstanding-beginning of period                                   |  |                                                  | 9,647,368   |  
|Sold                                                              |  |                                                  | 1,102,750   |  
|Redeemed                                                          |  |                                                  | (913,233    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                  | 9,836,885   |  
|                                                                  |  |                                                  |             |  



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



23



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Large-Cap Value Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                  |       |  
|----------------------------------------------------------- |  | ------------------------------------------------ | ----- | -
|                                                            |  | For the period January 1, 2004 to March 31, 2004 |      
|Investment income                                           |  | $                                                | 0.13  |  
|Net expenses                                               |  |                                                  | (0.05 | )
|                                                            |  |                                                  |       |  
|Net investment income                                       |  |                                                  | 0.08  |  
|Net realized and unrealized gain on investments             |  |                                                  | 1.01  |  
|                                                            |  |                                                  |       |  
|Net increase in unit value                                  |  |                                                  | 1.09  |  
|Net asset value at beginning of period                      |  |                                                  | 29.66 |  
|                                                            |  |                                                  |       |  
|Net asset value at end of period                            |  | $                                                | 30.75 |  
|                                                            |  |                                                  |       |  
|Ratio of net expenses to average net assets*               |  |                                                  | 0.67  | %
|Ratio of net investment income to average net assets*       |  |                                                  | 1.04  | %
|Portfolio turnover**                                        |  |                                                  | 8     | %
|Total return                                                |  |                                                  | 3.67  | %
|Number of units outstanding at end of period (in thousands) |  |                                                  | 9,837 |  

---

|* |  | Annualized.
|- |  | -----------

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

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



24



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Growth Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |           
|-------------------------------------------------------------------------------- |  | -------------- | ----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |           
|Investments, at value (cost $53,455,084)                                         |  | $              | 59,892,403
|Receivable for investments sold                                                  |  |                | 1,475,992 
|Receivable for fund units sold                                                   |  |                | 142,732   
|Dividends and interest receivable                                                |  |                | 5,929     
|                                                                                 |  |                |           
|Total assets                                                                     |  |                | 61,517,056
|                                                                                 |  |                |           
|Liabilities                                                                      |  |                |           
|Payable for investments purchased                                                |  |                | 307,700   
|Investment advisory fee payable                                                  |  |                | 91,819    
|State Street Bank and Trust Companyprogram fee payable                          |  |                | 14,113    
|Trustee, management and administration fees payable                              |  |                | 3,930     
|American Bar Retirement Associationprogram fee payable                          |  |                | 2,267     
|Other accruals                                                                   |  |                | 451       
|                                                                                 |  |                |           
|Total liabilities                                                                |  |                | 420,280   
|                                                                                 |  |                |           
|Net assets (equivalent to $ 17.42 per unit based on 3,507,975 units outstanding) |  | $              | 61,096,776
|                                                                                 |  |                |           



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



25



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Growth Equity Fund

Statement of Operations

Unaudited



|                                                     |  |                                                |           |  
|---------------------------------------------------- |  | ---------------------------------------------- | --------- | -
|                                                     |  | For the periodJanuary 1, 2004to March 31, 2004 |          
|Investment Income                                    |  |                                                |           |  
|Dividends                                            |  | $                                              | 21,812    |  
|Interest                                             |  |                                                | 9,703     |  
|Securities Lending income                            |  |                                                | 881       |  
|                                                     |  |                                                |           |  
|Total investment income                              |  |                                                | 32,396    |  
|                                                     |  |                                                |           |  
|Expenses                                             |  |                                                |           |  
|Investment advisory fee                              |  |                                                | 91,819    |  
|State Street Bank and Trust Companyprogram fee      |  |                                                | 40,852    |  
|American Bar Retirement Associationprogram fee      |  |                                                | 6,328     |  
|Trustee, management and administration fees          |  |                                                | 11,063    |  
|Reports to unitholders                               |  |                                                | 2,766     |  
|Legal and audit fees                                 |  |                                                | 3,405     |  
|Registration fees                                    |  |                                                | 213       |  
|Other fees                                           |  |                                                | 709       |  
|                                                     |  |                                                |           |  
|Total expenses                                       |  |                                                | 157,155   |  
|                                                     |  |                                                |           |  
|Net investment loss                                  |  |                                                | (124,759  | )
|                                                     |  |                                                |           |  
|Net Realized and Unrealized Gain on Investments:     |  |                                                |           |  
|Net realized gain                                    |  |                                                | 1,300,976 |  
|Change in net unrealized appreciation                |  |                                                | 32,337    |  
|                                                     |  |                                                |           |  
|Net realized and unrealized gain on investments      |  |                                                | 1,333,313 |  
|                                                     |  |                                                |           |  
|Net increase in net assets resulting from operations |  | $                                              | 1,208,554 |  
|                                                     |  |                                                |           |  



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



26



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Growth Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                   |  |                                                |            |  
|------------------------------------------------------------------ |  | ---------------------------------------------- | ---------- | -
|                                                                   |  | For the periodJanuary 1, 2004to March 31, 2004 |           
|From operations                                                    |  |                                                |            |  
|Net investment loss                                                |  | $                                              | (124,759   | )
|Net realized gain on investments                                   |  |                                                | 1,300,976  |  
|Unrealized appreciation of investments during the period           |  |                                                | 32,337     |  
|                                                                   |  |                                                |            |  
|Net increase in net assets resulting from operations               |  |                                                | 1,208,554  |  
|                                                                   |  |                                                |            |  
|From unitholder transactions                                       |  |                                                |            |  
|Proceeds from sales of units                                       |  |                                                | 14,848,525 |  
|Cost of units redeemed                                             |  |                                                | (2,312,003 | )
|Net increase in net assets resulting from participant transactions |  |                                                | 12,536,522 |  
|                                                                   |  |                                                |            |  
|Total increase in net assets                                       |  |                                                | 13,745,076 |  
|                                                                   | 
|Net Assets                                                         |  |                                                |            |  
|Beginning of period                                                |  |                                                | 47,351,700 |  
|                                                                   |  |                                                |            |  
|End of period                                                      |  | $                                              | 61,096,776 |  
|                                                                   |  |                                                |            |  
|Number of Units                                                    |  |                                                |            |  
|Outstanding-beginning of period                                    |  |                                                | 2,796,112  |  
|Sold                                                               |  |                                                | 848,801    |  
|Redeemed                                                           |  |                                                | (136,938   | )
|                                                                   | 
|Outstanding-end of period                                          |  |                                                | 3,507,975  |  
|                                                                   |  |                                                |            |  



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



27



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Growth Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |       |   
|----------------------------------------------------------- |  | ---------------------------------------------- | ----- | --
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |      
|Investment income                                           |  | $                                              | 0.01  |   
|Net expenses                                               |  |                                                | (0.05 | ) 
|                                                            |  |                                                |       |   
|Net investment loss                                         |  |                                                | (0.04 | ) 
|Net realized and unrealized gain on investments             |  |                                                | 0.53  |   
|                                                            |  |                                                |       |   
|Net increase in unit value                                  |  |                                                | 0.49  |   
|Net asset value at beginning of period                      |  |                                                | 16.93 |   
|                                                            |  |                                                |       |   
|Net asset value at end of period                            |  | $                                              | 17.42 |   
|                                                            |  |                                                |       |   
|Ratio of net expenses to average net assets*               |  |                                                | 1.10  | % 
|Ratio of net investment loss to average net assets*         |  |                                                | (0.87 | )%
|Portfolio turnover**                                        |  |                                                | 39    | % 
|Total return                                                |  |                                                | 2.89  | % 
|Number of units outstanding at end of period (in thousands) |  |                                                | 3,508 |   

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized
|-- |  | --------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



28



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Value Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |           
|-------------------------------------------------------------------------------- |  | -------------- | ----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |           
|Investments, at value (cost $32,649,832)                                         |  | $              | 39,117,128
|Cash                                                                             |  |                | 4,025     
|Receivable for fund units sold                                                   |  |                | 110,153   
|Dividends and interest receivable                                                |  |                | 34,144    
|                                                                                 |  |                |           
|Total assets                                                                     |  |                | 39,265,450
|                                                                                 |  |                |           
|Liabilities                                                                      |  |                |           
|Payable for investments purchased                                                |  |                | 391,381   
|Payable for fund units purchased                                                 |  |                | 74,106    
|Investment advisory fee payable                                                  |  |                | 20,510    
|State Street Bank and Trust Companyprogram fee payable                          |  |                | 9,096     
|Trustee, management and administration fees payable                              |  |                | 2,529     
|American Bar Retirement Associationprogram fee payable                          |  |                | 1,459     
|Other accruals                                                                   |  |                | 613       
|                                                                                 |  |                |           
|Total liabilities                                                                |  |                | 499,694   
|                                                                                 |  |                |           
|Net assets (equivalent to $ 13.27 per unit based on 2,920,957 units outstanding) |  | $              | 38,765,756
|                                                                                 |  |                |           



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



29



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Value Equity Fund

Statement of Operations

Unaudited



|                                                     |  |                                                |          
|---------------------------------------------------- |  | ---------------------------------------------- | ---------
|                                                     |  | For the periodJanuary 1, 2004to March 31, 2004
|Investment Income                                    |  |                                                |          
|Dividends                                            |  | $                                              | 95,276   
|Interest                                             |  |                                                | 9,915    
|Securities Lending income                            |  |                                                | 341      
|                                                     |  |                                                |          
|Total investment income                              |  |                                                | 105,532  
|                                                     |  |                                                |          
|Expenses                                             |  |                                                |          
|Investment advisory fee                              |  |                                                | 57,574   
|State Street Bank and Trust Companyprogram fee      |  |                                                | 25,848   
|American Bar Retirement Associationprogram fee      |  |                                                | 4,005    
|Trustee, management and administration fees          |  |                                                | 7,004    
|Reports to unitholders                               |  |                                                | 1,751    
|Legal and audit fees                                 |  |                                                | 2,156    
|Registration fees                                    |  |                                                | 135      
|Other fees                                           |  |                                                | 449      
|                                                     |  |                                                |          
|Total expenses                                       |  |                                                | 98,922   
|                                                     |  |                                                |          
|Net investment income                                |  |                                                | 6,610    
|                                                     |  |                                                |          
|Net Realized and Unrealized Gain on Investments      |  |                                                |          
|Net realized gain                                    |  |                                                | 255,388  
|Change in net unrealized appreciation                |  |                                                | 1,055,264
|                                                     |  |                                                |          
|Net realized and unrealized gain on investments      |  |                                                | 1,310,652
|                                                     |  |                                                |          
|Net increase in net assets resulting from operations |  | $                                              | 1,317,262
|                                                     |  |                                                |          



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



30



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Value Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                  |            |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ---------- | -
|                                                                  |  | For the period January 1, 2004 to March 31, 2004 |           
|From operations                                                   |  |                                                  |            |  
|Net investment income                                             |  | $                                                | 6,610      |  
|Net realized gain on investments                                  |  |                                                  | 255,388    |  
|Net change in unrealized appreciation on investments              |  |                                                  | 1,055,264  |  
|                                                                  |  |                                                  |            |  
|Net increase in net assets resulting from operations              |  |                                                  | 1,317,262  |  
|                                                                  |  |                                                  |            |  
|From unitholder transactions                                      |  |                                                  |            |  
|Proceeds from units issued                                        |  |                                                  | 7,609,282  |  
|Cost of units redeemed                                            |  |                                                  | (1,353,109 | )
|                                                                  |  |                                                  |            |  
|Net increase in net assets resulting from unitholder transactions |  |                                                  | 6,256,173  |  
|                                                                  |  |                                                  |            |  
|Net increase in net assets                                        |  |                                                  | 7,573,435  |  
|Net Assets                                                        |  |                                                  |            |  
|Beginning of period                                               |  |                                                  | 31,192,321 |  
|                                                                  |  |                                                  |            |  
|End of period                                                     |  | $                                                | 38,765,756 |  
|                                                                  |  |                                                  |            |  
|Number of Units                                                   |  |                                                  |            |  
|Outstanding-beginning of period                                   |  |                                                  | 2,443,658  |  
|Sold                                                              |  |                                                  | 581,433    |  
|Redeemed                                                          |  |                                                  | (104,134   | )
|                                                                  |  |                                                  |            |  
|Outstanding-end of period                                         |  |                                                  | 2,920,957  |  
|                                                                  |  |                                                  |            |  



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



31



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Mid-Cap Value Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                  |       |  
|----------------------------------------------------------- |  | ------------------------------------------------ | ----- | -
|                                                            |  | For the period January 1, 2004 to March 31, 2004 |      
|Investment income                                           |  | $                                                | 0.04  |  
|Net expenses                                               |  |                                                  | (0.04 | )
|                                                            |  |                                                  |       |  
|Net investment income                                       |  |                                                  | 0.00  |  
|Net realized and unrealized gain on investments             |  |                                                  | 0.51  |  
|                                                            |  |                                                  |       |  
|Net increase in unit value                                  |  |                                                  | 0.51  |  
|Net asset value at beginning of period                      |  |                                                  | 12.76 |  
|                                                            |  |                                                  |       |  
|Net asset value at end of period                            |  | $                                                | 13.27 |  
|                                                            |  |                                                  |       |  
|Ratio of net expenses to average net assets*               |  |                                                  | 1.10  | %
|Ratio of net investment income to average net assets*       |  |                                                  | 0.07  | %
|Portfolio turnover**                                        |  |                                                  | 3     | %
|Total return                                                |  |                                                  | 4.00  | %
|Number of units outstanding at end of period (in thousands) |  |                                                  | 2,921 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized
|-- |  | --------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



32



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |            
|-------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |            
|Investments, at value (cost $279,948,995)                                        |  | $              | 326,440,845
|Cash                                                                             |  |                | 27,348     
|Receivable for investments sold                                                  |  |                | 1,531,705  
|Receivable for fund units sold                                                   |  |                | 195,725    
|Dividends and interest receivable                                                |  |                | 178,183    
|                                                                                 |  |                |            
|Total assets                                                                     |  |                | 328,373,806
|                                                                                 |  |                |            
|Liabilities                                                                      |  |                |            
|Payable for investments purchased                                                |  |                | 3,408,374  
|Payable for fund units purchased                                                 |  |                | 1,979      
|Investment advisory fee payable                                                  |  |                | 280,372    
|State Street Bank and Trust Companyprogram fee payable                          |  |                | 76,110     
|Trustee, management and administration fees payable                              |  |                | 21,239     
|American Bar Retirement Associationprogram fee payable                          |  |                | 12,243     
|Other accruals                                                                   |  |                | 7,604      
|                                                                                 |  |                |            
|Total liabilities                                                                |  |                | 3,807,921  
|                                                                                 |  |                |            
|Net assets (equivalent to $ 61.41 per unit based on 5,285,581 units outstanding) |  | $              | 324,565,885
|                                                                                 |  |                |            



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



33



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Statement of Operations

Unaudited



|                                                     |  |                                                  |            |  
|---------------------------------------------------- |  | ------------------------------------------------ | ---------- | -
|                                                     |  | For the period January 1, 2004 to March 31, 2004 |           
|Investment Income                                    |  |                                                  |            |  
|Dividends                                            |  | $                                                | 513,670    |  
|Interest                                             |  |                                                  | 38,740     |  
|Securities Lending income                            |  |                                                  | 10,474     |  
|                                                     |  |                                                  |            |  
|Total investment income                              |  |                                                  | 562,884    |  
|                                                     |  |                                                  |            |  
|Expenses                                             |  |                                                  |            |  
|Investment advisory fee                              |  |                                                  | 342,747    |  
|State Street Bank and Trust Companyprogram fee      |  |                                                  | 232,703    |  
|American Bar Retirement Associationprogram fee      |  |                                                  | 36,075     |  
|Trustee, management and administration fees          |  |                                                  | 62,993     |  
|Other expenses                                       |  |                                                  | 30,460     |  
|                                                     |  |                                                  |            |  
|Total expenses                                       |  |                                                  | 704,978    |  
|                                                     |  |                                                  |            |  
|Net investment loss                                  |  |                                                  | (142,094   | )
|                                                     |  |                                                  |            |  
|Net Realized and Unrealized Gain on Investments      |  |                                                  |            |  
|Net realized gain                                    |  |                                                  | 11,524,582 |  
|Change in net unrealized depreciation                |  |                                                  | (1,660,794 | )
|                                                     |  |                                                  |            |  
|Net realized and unrealized gain on investments      |  |                                                  | 9,863,788  |  
|                                                     |  |                                                  |            |  
|Net increase in net assets resulting from operations |  | $                                                | 9,721,694  |  
|                                                     |  |                                                  |            |  



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



34



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                  |             |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ----------- | -
|                                                                  |  | For the period January 1, 2004 to March 31, 2004 |            
|From operations                                                   |  |                                                  |             |  
|Net investment loss                                               |  | $                                                | (142,094    | )
|Net realized gain on investments                                  |  |                                                  | 11,524,582  |  
|Net change in unrealized depreciation on investments              |  |                                                  | (1,660,794  | )
|                                                                  |  |                                                  |             |  
|Net increase in net assets resulting from operations              |  |                                                  | 9,721,694   |  
|                                                                  |  |                                                  |             |  
|From unitholder transactions                                      |  |                                                  |             |  
|Proceeds from units issued                                        |  |                                                  | 9,239,880   |  
|Cost of units redeemed                                            |  |                                                  | (9,091,948  | )
|                                                                  | 
|Net increase in net assets resulting from unitholder transactions |  |                                                  | 147,932     |  
|                                                                  |  |                                                  |             |  
|Net increase in net assets                                        |  |                                                  | 9,869,626   |  
|Net Assets                                                        |  |                                                  |             |  
|Beginning of period                                               |  |                                                  | 314,696,259 |  
|                                                                  |  |                                                  |             |  
|End of period                                                     |  | $                                                | 324,565,885 |  
|                                                                  |  |                                                  |             |  
|Number of Units                                                   |  |                                                  |             |  
|Outstanding-beginning of period                                   |  |                                                  | 5,285,323   |  
|Sold                                                              |  |                                                  | 148,560     |  
|Redeemed                                                          |  |                                                  | (148,302    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                  | 5,285,581   |  
|                                                                  |  |                                                  |             |  



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



35



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |       |   
|----------------------------------------------------------- |  | ---------------------------------------------- | ----- | --
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |      
|Investment income                                           |  | $                                              | 0.11  |   
|Net expenses                                               |  |                                                | (0.13 | ) 
|                                                            |  |                                                |       |   
|Net investment loss                                         |  |                                                | (0.02 | ) 
|Net realized and unrealized gain on investments             |  |                                                | 1.89  |   
|                                                            |  |                                                |       |   
|Net increase in unit value                                  |  |                                                | 1.87  |   
|Net asset value at beginning of period                      |  |                                                | 59.54 |   
|                                                            |  |                                                |       |   
|Net asset value at end of period                            |  | $                                              | 61.41 |   
|                                                            |  |                                                |       |   
|Ratio of net expenses to average net assets*               |  |                                                | 0.87  | % 
|Ratio of net investment loss to average net assets*         |  |                                                | (0.17 | )%
|Portfolio turnover**                                        |  |                                                | 15    | % 
|Total return                                                |  |                                                | 3.14  | % 
|Number of units outstanding at end of period (in thousands) |  |                                                | 5,286 |   

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized
|-- |  | --------------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



36



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Stable Asset Return Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                  |  |                |            
|--------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                  |  | March 31, 2004
|Assets                                                                            |  |                |            
|Investments, at value (cost $851,852,793)                                         |  | $              | 851,852,793
|Cash                                                                              |  |                | 2,346,476  
|Receivable for fund units sold                                                    |  |                | 6,656,341  
|                                                                                  |  |                |            
|Total assets                                                                      |  |                | 860,855,610
|                                                                                  |  |                |            
|Liabilities                                                                       |  |                |            
|Payable for fund shares redeemed                                                  |  |                | 59,068     
|State Street Bank and Trust Companyprogram fee payable                           |  |                | 200,868    
|Trustee, management and administration fees payable                               |  |                | 56,163     
|American Bar Retirement Associationprogram fee payable                           |  |                | 32,379     
|Other accruals                                                                    |  |                | 41,170     
|                                                                                  |  |                |            
|Total liabilities                                                                 |  |                | 389,648    
|                                                                                  |  |                |            
|Net assets (equivalent to $ 28.92 per unit based on 29,753,413 units outstanding) |  | $              | 860,465,962
|                                                                                  |  |                |            



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



37



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Stable Asset Return Fund

Statement of Operations

Unaudited



|                                                                               |  |                                                |          
|------------------------------------------------------------------------------ |  | ---------------------------------------------- | ---------
|                                                                               |  | For the periodJanuary 1, 2004to March 31, 2004
|Investment Income                                                              |  |                                                |          
|Interest                                                                       |  | $                                              | 7,048,445
|                                                                               |  |                                                |          
|Total investment income                                                        |  |                                                | 7,048,445
|                                                                               |  |                                                |          
|Expenses                                                                       |  |                                                |          
|State Street Bank and Trust Companyprogram fee                                |  |                                                | 610,721  
|Trustee, management and administration fees                                    |  |                                                | 165,577  
|American Bar Retirement Associationprogram fee                                |  |                                                | 94,665   
|Reports to unitholders                                                         |  |                                                | 41,495   
|Legal and audit fees                                                           |  |                                                | 51,071   
|Registration fees                                                              |  |                                                | 3,192    
|Other fees                                                                     |  |                                                | 10,640   
|                                                                               |  |                                                |          
|Total expenses                                                                 |  |                                                | 977,361  
|                                                                               |  |                                                |          
|Net investment income and net increase in net assets resulting from operations |  | $                                              | 6,071,084
|                                                                               |  |                                                |          



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



38



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Stable Asset Return Fund

Statement of Changes in Net Assets

Unaudited



|                                                                               |  |                                                |             |  
|------------------------------------------------------------------------------ |  | ---------------------------------------------- | ----------- | -
|                                                                               |  | For the periodJanuary 1, 2004to March 31, 2004 |            
|From operations                                                                |  |                                                |             |  
|Net investment income and net increase in net assets resulting from operations |  | $                                              | 6,071,084   |  
|                                                                               |  |                                                |             |  
|From unitholder transactions                                                   |  |                                                |             |  
|Proceeds from units issued                                                     |  |                                                | 55,307,657  |  
|Cost of units redeemed                                                         |  |                                                | (83,258,718 | )
|                                                                               | 
|Net decrease in net assets resulting from unitholder transactions              |  |                                                | (27,951,061 | )
|                                                                               |  |                                                |             |  
|Net decrease in net assets                                                     |  |                                                | (21,879,977 | )
|                                                                               |  |                                                |             |  
|Net Assets                                                                     |  |                                                |             |  
|Beginning of period                                                            |  |                                                | 882,345,939 |  
|                                                                               |  |                                                |             |  
|End of period                                                                  |  | $                                              | 860,465,962 |  
|                                                                               |  |                                                |             |  
|Number of Units                                                                |  |                                                |             |  
|Outstanding-beginning of period                                                |  |                                                | 30,727,206  |  
|Sold                                                                           |  |                                                | 1,917,438   |  
|Redeemed                                                                       |  |                                                | (2,891,231  | )
|                                                                               | 
|Outstanding-end of period                                                      |  |                                                | 29,753,413  |  
|                                                                               |  |                                                |             |  



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



39



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Stable Asset Return Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |        |  
|----------------------------------------------------------- |  | ---------------------------------------------- | ------ | -
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |       
|Investment income                                           |  | $                                              | 0.23   |  
|Net expenses                                               |  |                                                | (0.03  | )
|                                                            |  |                                                |        |  
|Net investment income                                       |  |                                                | 0.20   |  
|Net realized and unrealized gain on investments             |  |                                                |       |  
|                                                            |  |                                                |        |  
|Net increase in unit value                                  |  |                                                | 0.20   |  
|Net asset value at beginning of period                      |  |                                                | 28.72  |  
|                                                            |  |                                                |        |  
|Net asset value at end of period                            |  | $                                              | 28.92  |  
|                                                            |  |                                                |        |  
|Ratio of net expenses to average net assets*               |  |                                                | .46    | %
|Ratio of net investment income to average net assets*       |  |                                                | 2.85   | %
|Total return                                                |  |                                                | 0.70   | %
|Number of units outstanding at end of period (in thousands) |  |                                                | 29,753 |  

---

|* |  | Annualized
|- |  | ----------

| |  | Net expenses includes only those expenses charged directly to the Fund and does not include expenses charged to the collective investment fund in which the Fund invests.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



40



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Conservative Portfolio

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |           
|-------------------------------------------------------------------------------- |  | -------------- | ----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |           
|State Street Bank collective investment funds, at value                          |  |                |           
|Stable Asset Return Fund (cost of $14,139,779 and units of 515,208)              |  | $              | 14,899,767
|Intermediate Bond Fund (cost of $15,753,475 and units of 940,695)                |  |                | 17,383,061
|Large-Cap Value Equity Fund (cost of $2,733,195 and units of 113,049)            |  |                | 3,476,612 
|Large-Cap Growth Equity Fund (cost of $2,849,464 and units of 79,091)            |  |                | 3,476,612 
|Index Equity Fund (cost of $5,626,521 and units of 251,272)                      |  |                | 6,953,224 
|International Equity Fund (cost of $2,671,706 and units of 185,468)              |  |                | 3,476,612 
|Receivable for investments sold                                                  |  |                | 195,753   
|Receivable for fund units sold                                                   |  |                | 140,263   
|                                                                                 |  |                |           
|Total assets                                                                     |  |                | 50,001,904
|                                                                                 |  |                |           
|Liabilities                                                                      |  |                |           
|Payable for investments purchased                                                |  |                | 336,015   
|                                                                                 |  |                |           
|Total liabilities                                                                |  |                | 336,015   
|                                                                                 |  |                |           
|Net assets (equivalent to $ 18.38 per unit based on 2,701,593 units outstanding) |  | $              | 49,665,889
|                                                                                 |  |                |           



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



41



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Conservative Portfolio

Statement of Operations

Unaudited



|                                                     |  |                                                |        
|---------------------------------------------------- |  | ---------------------------------------------- | -------
|                                                     |  | For the periodJanuary 1, 2004to March 31, 2004
|Investment income                                    |  | $                                              |       
|                                                     |  |                                                |        
|Net Realized and Unrealized Gain on Investments      |  |                                                |        
|Net realized gain on investments                     |  |                                                | 412,881
|Change in net unrealized appreciation                |  |                                                | 472,805
|                                                     |  |                                                |        
|Net realized and unrealized gain on investments      |  |                                                | 885,686
|                                                     |  |                                                |        
|Net increase in net assets resulting from operations |  | $                                              | 885,686
|                                                     |  |                                                |        



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



42



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Conservative Portfolio

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                 |            |  
|----------------------------------------------------------------- |  | ----------------------------------------------- | ---------- | -
|                                                                  |  | For the period January 1, 2004to March 31, 2004 |           
|From operations                                                   |  |                                                 |            |  
|Net investment income                                             |  | $                                               |           |  
|                                                                  |  |                                                 |            |  
|Net realized gain on investments                                  |  |                                                 | 412,881    |  
|Net change in unrealized appreciation investments                 |  |                                                 | 472,805    |  
|                                                                  |  |                                                 |            |  
|Net increase in net assets resulting from operations              |  |                                                 | 885,686    |  
|                                                                  |  |                                                 |            |  
|From unitholder transactions                                      |  |                                                 |            |  
|Proceeds from units issued                                        |  |                                                 | 3,294,217  |  
|Cost of units redeemed                                            |  |                                                 | (2,245,198 | )
|Net increase in net assets resulting from unitholder transactions |  |                                                 | 1,049,019  |  
|                                                                  |  |                                                 |            |  
|Net increase in net assets                                        |  |                                                 | 1,934,705  |  
|Net Assets                                                        |  |                                                 |            |  
|Beginning of period                                               |  |                                                 | 47,731,184 |  
|                                                                  |  |                                                 |            |  
|End of period                                                     |  | $                                               | 49,665,889 |  
|                                                                  |  |                                                 |            |  
|Number of units                                                   |  |                                                 |            |  
|Outstanding-beginning of period                                   |  |                                                 | 2,644,013  |  
|Sold                                                              |  |                                                 | 180,004    |  
|Redeemed                                                          |  |                                                 | (122,424   | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                 | 2,701,593  |  
|                                                                  |  |                                                 |            |  



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



43



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Conservative Portfolio

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |       |  
|----------------------------------------------------------- |  | ---------------------------------------------- | ----- | -
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |      
|Investment income                                           |  | $                                              |      |  
|                                                            |  |                                                |       |  
|Expenses                                                   |  |                                                |      |  
|                                                            |  |                                                |       |  
|Net investment income                                       |  |                                                |      |  
|                                                            |  |                                                |       |  
|Net realized and unrealized gain on investments             |  |                                                | 0.33  |  
|                                                            |  |                                                |       |  
|Net increase in unit value                                  |  |                                                | 0.33  |  
|Net asset value at beginning of period                      |  |                                                | 18.05 |  
|                                                            |  |                                                |       |  
|Net asset value at end of period                            |  | $                                              | 18.38 |  
|                                                            |  |                                                |       |  
|Ratio of expenses to average net assets*                   |  |                                                | 0.00  | %
|Ratio of net investment income to average net assets*       |  |                                                | 0.00  | %
|Portfolio turnover**                                        |  |                                                | 6     | %
|Total return                                                |  |                                                | 1.83  | %
|Number of units outstanding at end of period (in thousands) |  |                                                | 2,702 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized. Reflects purchases and sales of units of the funds in which the Portfolio invests rather than the turnover of such underlying funds.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Expenses includes only those expenses charged directly to the Portfolio, and does not include expenses charged to the funds in which the Portfolio invests.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



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



44



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Moderate Portfolio

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |            
|-------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |            
|State Street Bank collective investment funds, at value                          |  |                |            
|Stable Asset Return Fund (cost of $16,432,098 and units of 607,079)              |  | $              | 17,556,664 
|Intermediate Bond Fund (cost of $46,732,850 and units of 2,850,267)              |  |                | 52,669,991 
|Large-Cap Value Equity Fund (cost of $13,049,624 and units of 513,799)           |  |                | 15,800,997 
|Large-Cap Growth Equity Fund (cost of $14,376,177 and units of 359,464)          |  |                | 15,800,997 
|Index Equity Fund (cost of $36,864,690 and units of 1,459,242)                   |  |                | 40,380,326 
|International Equity Fund (cost of $23,208,048 and units of 1,404,902)           |  |                | 26,334,996 
|Mid-Cap Value Equity Fund (cost of $2,744,272 and units of 264,578)              |  |                | 3,511,333  
|Mid-Cap Growth Equity Fund (cost of $2,622,607 and units of 201,608)             |  |                | 3,511,333  
|Receivable for investments sold                                                  |  |                | 740,700    
|Receivable for fund units sold                                                   |  |                | 692,246    
|                                                                                 |  |                |            
|Total assets                                                                     |  |                | 176,999,583
|                                                                                 |  |                |            
|Liabilities                                                                      |  |                |            
|Payable for investments purchased                                                |  |                | 1,432,946  
|                                                                                 |  |                |            
|Total liabilities                                                                |  |                | 1,432,946  
|                                                                                 |  |                |            
|Net assets (equivalent to $ 19.22 per unit based on 9,135,684 units outstanding) |  | $              | 175,566,637
|                                                                                 |  |                |            



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



45



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Moderate Portfolio

Statement of Operations

Unaudited



|                                                     |  |                                                |          
|---------------------------------------------------- |  | ---------------------------------------------- | ---------
|                                                     |  | For the periodJanuary 1, 2004to March 31, 2004
|Investment income                                    |  | $                                              |         
|                                                     |  |                                                |          
|Net Realized and Unrealized Gain on Investments      |  |                                                |          
|Net realized gain on investments                     |  |                                                | 203,323  
|Change in net unrealized appreciation                |  |                                                | 3,334,224
|                                                     |  |                                                |          
|Net realized and unrealized gain on investments      |  |                                                | 3,537,547
|                                                     |  |                                                |          
|Net increase in net assets resulting from operations |  | $                                              | 3,537,547
|                                                     |  |                                                |          



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



46



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Moderate Portfolio

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                  |             |  
|----------------------------------------------------------------- |  | ------------------------------------------------ | ----------- | -
|                                                                  |  | For the period January 1, 2004 to March 31, 2004 |            
|From operations                                                   |  |                                                  |             |  
|Net investment income                                             |  | $                                                |            |  
|                                                                  |  |                                                  |             |  
|Net realized gain on investments                                  |  |                                                  | 203,323     |  
|Net change in unrealized appreciation investments                 |  |                                                  | 3,334,224   |  
|                                                                  |  |                                                  |             |  
|Net increase in net assets resulting from operations              |  |                                                  | 3,537,547   |  
|                                                                  |  |                                                  |             |  
|From unitholder transactions                                      |  |                                                  |             |  
|Proceeds from units issued                                        |  |                                                  | 16,021,418  |  
|Cost of units redeemed                                            |  |                                                  | (838,940    | )
|Net increase in net assets resulting from unitholder transactions |  |                                                  | 15,182,478  |  
|                                                                  |  |                                                  |             |  
|Net increase in net assets                                        |  |                                                  | 18,720,025  |  
|Net Assets                                                        |  |                                                  |             |  
|Beginning of period                                               |  |                                                  | 156,846,612 |  
|                                                                  |  |                                                  |             |  
|End of period                                                     |  | $                                                | 175,566,637 |  
|                                                                  |  |                                                  |             |  
|Number of units                                                   |  |                                                  |             |  
|Outstanding-beginning of period                                   |  |                                                  | 8,343,573   |  
|Sold                                                              |  |                                                  | 835,834     |  
|Redeemed                                                          |  |                                                  | (43,723     | )
|Outstanding-end of period                                         |  |                                                  | 9,135,684   |  
|                                                                  |  |                                                  |             |  



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



47



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Moderate Portfolio

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                  |       |  
|----------------------------------------------------------- |  | ------------------------------------------------ | ----- | -
|                                                            |  | For the period January 1, 2004 to March 31, 2004 |      
|Investment income                                           |  | $                                                |      |  
|                                                            |  |                                                  |       |  
|Expenses                                                   |  |                                                  |      |  
|                                                            |  |                                                  |       |  
|Net investment income                                       |  |                                                  |      |  
|                                                            |  |                                                  |       |  
|Net realized and unrealized gain on investments             |  |                                                  | 0.42  |  
|                                                            |  |                                                  |       |  
|Net increase in unit value                                  |  |                                                  | 0.42  |  
|Net asset value at beginning of period                      |  |                                                  | 18.80 |  
|                                                            |  |                                                  |       |  
|Net asset value at end of period                            |  | $                                                | 19.22 |  
|                                                            |  |                                                  |       |  
|Ratio of expenses to average net assets*                   |  |                                                  | 0.00  | %
|Ratio of net investment income to average net assets*       |  |                                                  | 0.00  | %
|Portfolio turnover**                                        |  |                                                  | 2     | %
|Total return                                                |  |                                                  | 2.23  | %
|Number of units outstanding at end of period (in thousands) |  |                                                  | 9,136 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized. Reflects purchases and sales of units of the funds in which the Portfolio invests rather than the turnover of such underlying funds.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Expenses includes only those expenses charged directly to the Portfolio, and does not include expenses charged to the funds in which the Portfolio invests. Net asset value at
beginning of period
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



48



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Aggressive Portfolio

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |                |            
|-------------------------------------------------------------------------------- |  | -------------- | -----------
|                                                                                 |  | March 31, 2004
|Assets                                                                           |  |                |            
|State Street Bank collective investment funds, at value                          |  |                |            
|Intermediate Bond Fund (cost of $17,604,914 and units of 1,056,059)              |  |                | 19,514,872 
|Large-Cap Value Equity Fund (cost of $13,928,287 and units of 549,955)           |  |                | 16,912,888 
|Large-Cap Growth Equity Fund (cost of $13,558,684 and units of 384,759)          |  |                | 16,912,888 
|Index Equity Fund (cost of $38,157,198 and units of 1,410,435)                   |  |                | 39,029,742 
|International Equity Fund (cost of $25,372,662 and units of 1,388,088)           |  |                | 26,019,828 
|Small-Cap Equity Fund (cost of $3,276,148 and units of 63,561)                   |  |                | 3,902,974  
|Mid-Cap Value Equity Fund (cost of $3,038,456 and units of 294,088)              |  |                | 3,902,974  
|Mid-Cap Growth Equity Fund (cost of $2,898,125 and units of 224,095)             |  |                | 3,902,974  
|Receivable for investments sold                                                  |  |                | 435,388    
|Receivable for fund units sold                                                   |  |                | 186,839    
|                                                                                 |  |                |            
|Total assets                                                                     |  |                | 130,721,367
|                                                                                 |  |                |            
|Liabilities                                                                      |  |                |            
|Payable for investments purchased                                                |  |                | 622,227    
|                                                                                 |  |                |            
|Total liabilities                                                                |  |                | 622,227    
|                                                                                 |  |                |            
|Net assets (equivalent to $ 19.66 per unit based on 6,616,872 units outstanding) |  | $              | 130,099,140
|                                                                                 |  |                |            



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



49



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Aggressive Portfolio

Statement of Operations

Unaudited



|                                                     |  |                                                  |          
|---------------------------------------------------- |  | ------------------------------------------------ | ---------
|                                                     |  | For the period January 1, 2004 to March 31, 2004
|Investment income:                                   |  | $                                                |         
|                                                     |  |                                                  |          
|Net Realized and Unrealized Gain on Investments      |  |                                                  |          
|Net realized gain on investments                     |  |                                                  | 443,475  
|Change in net unrealized appreciation                |  |                                                  | 2,575,413
|                                                     |  |                                                  |          
|Net realized and unrealized gain on investments      |  |                                                  | 3,018,888
|                                                     |  |                                                  |          
|Net increase in net assets resulting from operations |  | $                                                | 3,018,888
|                                                     |  |                                                  |          



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



50



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Aggressive Portfolio

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                                |             |  
|----------------------------------------------------------------- |  | ---------------------------------------------- | ----------- | -
|                                                                  |  | For the periodJanuary 1, 2004to March 31, 2004 |            
|From operations                                                   |  |                                                |             |  
|Net investment income                                             |  | $                                              |            |  
|                                                                  |  |                                                |             |  
|Net realized gain on investments                                  |  |                                                | 443,475     |  
|Net change in unrealized appreciation investments                 |  |                                                | 2,575,413   |  
|                                                                  |  |                                                |             |  
|Net increase in net assets resulting from operations              |  |                                                | 3,018,888   |  
|                                                                  |  |                                                |             |  
|From unitholder transactions                                      |  |                                                |             |  
|Proceeds from units issued                                        |  |                                                | 7,006,855   |  
|Cost of units redeemed                                            |  |                                                | (2,315,987  | )
|                                                                  | 
|Net increase in net assets resulting from unitholder transactions |  |                                                | 4,690,868   |  
|                                                                  |  |                                                |             |  
|Net increase in net assets                                        |  |                                                | 7,709,756   |  
|                                                                  | 
|Net Assets                                                        |  |                                                |             |  
|Beginning of period                                               |  |                                                | 122,389,384 |  
|                                                                  |  |                                                |             |  
|End of period                                                     |  | $                                              | 130,099,140 |  
|                                                                  |  |                                                |             |  
|Number of Units                                                   |  |                                                |             |  
|Outstanding-beginning of period                                   |  |                                                | 6,377,795   |  
|Sold                                                              |  |                                                | 357,548     |  
|Redeemed                                                          |  |                                                | (118,471    | )
|                                                                  | 
|Outstanding-end of period                                         |  |                                                | 6,616,872   |  
|                                                                  |  |                                                |             |  



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



51



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service- Aggressive Portfolio

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                            |  |                                                |       |  
|----------------------------------------------------------- |  | ---------------------------------------------- | ----- | -
|                                                            |  | For the periodJanuary 1, 2004to March 31, 2004 |      
|Investment income                                           |  | $                                              |      |  
|                                                            |  |                                                |       |  
|Expenses                                                   |  |                                                |      |  
|                                                            |  |                                                |       |  
|Net investment income                                       |  |                                                |      |  
|                                                            |  |                                                |       |  
|Net realized and unrealized gain on investments             |  |                                                | 0.47  |  
|                                                            |  |                                                |       |  
|Net increase in unit value                                  |  |                                                | 0.47  |  
|Net asset value at beginning of period                      |  |                                                | 19.19 |  
|                                                            |  |                                                |       |  
|Net asset value at end of period                            |  | $                                              | 19.66 |  
|                                                            |  |                                                |       |  
|Ratio of expenses to average net assets*                   |  |                                                | 0.00  | %
|Ratio of net investment income to average net assets*       |  |                                                | 0.00  | %
|Portfolio turnover**                                        |  |                                                | 3     | %
|Total return                                                |  |                                                | 2.45  | %
|Number of units outstanding at end of period (in thousands) |  |                                                | 6,617 |  

---

|* |  | Annualized
|- |  | ----------

|** |  | Not annualized. Reflects purchases and sales of units of the funds in which the Portfolio invests rather than the turnover of such underlying funds.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Expenses includes only those expenses charged directly to the Portfolio, and does not include expenses charged to the funds in which the Portfolio invests.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



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



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Notes to Financial Statements



1.    Description of the Trust



American Bar Association Members/State Street Collective Trust (the Trust and 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 and Trustee) acts as trustee for the Trust. The Trust is maintained exclusively for the
collective investment monies administered on behalf of participants in the American Bar Association Members Retirement Program. Ten separate collective investment funds (the Funds) and the Structured Portfolio Service (the
Portfolios) are established under the Trust. The Structured Portfolio Service offers three approaches to diversifying investments by selecting various allocations among the Funds. The Funds and Portfolios are investment options under the
American Bar Association Members Retirement Program (the Program), which is sponsored by the American Bar Retirement Association (ABRA). The objectives and principal strategies of the Funds and Portfolios are as follows:



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



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



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.



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Notes to Financial Statements(Continued)



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



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



The Funds
may invest in the State Street Bank and Trust Company Yield Enhanced Short-Term Investment Fund, 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 upon request form State Street Bank. As of March 31, 2004, the Balanced Fund had 13.3% and the Intermediate Bond Fund had 1.4% of their assets invested in the State Street Bank and Trust Company Yield Enhanced
Short-Term Investment Fund.



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.



In the normal course of business the Trust enters into contracts that contain
a variety of representations which provide general indemnifications. The Trusts maximum exposure under these arrangements 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.



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



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



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



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Notes to Financial Statements(Continued)



principles generally accepted in the United States of America. Such principles were applied on a basis consistent with those reflected in the 2003 Annual
Report on Form 10-K of the Trust as filed with the Securities and Exchange Commission. The accompanying financial data should be read in conjunction with the notes to the financial statements contained in the 2003 Annual Report on Form 10-K. In the
opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting solely of normal recurring accruals) necessary to present fairly the financial position of the Balanced Fund, Index Equity Fund, Intermediate
Bond Fund, International Equity Fund, Large-Cap Growth Equity Fund, Large-Cap Value Equity Fund, Mid-Cap Growth Equity Fund, Mid-Cap Value Equity Fund, Small-Cap Equity Fund, Stable Asset Return Fund, Conservative Structured Portfolio Service,
Moderate Structured Portfolio Service and Aggressive Structured Portfolio Service as of March 31, 2004, and the results of each of their operations, the changes in each of their net assets and certain financial data for the quarter ended March 31,
2004.



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



A.    Security Valuation



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



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



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



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



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



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Notes to Financial Statements(Continued)



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



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



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



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



B.    Security Transactions and Related Investment Income



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



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



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



C.    Foreign Currency Transactions



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



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



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Notes to Financial Statements(Continued)



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



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



E.    Sales and Redemptions
of Units of Participation and Distributions



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



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



F.    TBA Commitments and Roll Transactions



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



G.    Futures Contracts



The Intermediate Bond Fund may use, on a limited basis, futures contracts to manage exposure to the bond market, and as a substitute for comparable market
positions in the securities held by the Fund (with respect to the portion of its portfolio that is held in cash items). Buying futures tends to increase a



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Notes to Financial Statements(Continued)



funds exposure to the underlying instrument. Selling futures tends to decrease a funds exposure to the underlying instrument, or hedge other
investments. Futures contracts involve, to varying degrees, credit and market risks.



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



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



At March 31, 2004, the Fund held the following futures
contracts:



|                             |  |                                 |   |  |               |            |   |               |            |                     |   |           |  
|---------------------------- |  | ------------------------------- | - |  | ------------- | ---------- | - | ------------- | ---------- | ------------------- | - | --------- | -
|Futures Contracts            |  | Number of ContractsLong/(Short) |   |  | Notional Cost |            |   | Maturity Date |            | UnrealizedGain/Loss |  
|Euribor Futures              |  | 1,250,000                       |   |  | $             | 1,221,063  |   |               | 06/30/2005 |                     | $ | (1,613    | )
|Germany Fed Rep Bonds 5 Year |  | 200,000                         |   |  |               | 224,660    |   |               | 06/08/2004 |                     |   | 1,049     |  
|Germany Fed Rep Bonds        |  | 9,200,000                       |   |  |               | 10,588,771 |   |               | 06/30/2004 |                     |   | 110,225   |  
|UK Treasury Bonds            |  | 1,125,000                       |   |  |               | 1,068,149  |   |               | 09/15/2004 |                     |   | 7,111     |  
|Eurodollar Futures           |  | 31,500,000                      |   |  |               | 30,340,400 |   |               | 09/19/2005 |                     |   | 361,075   |  
|Eurodollar Futures           |  | 2,500,000                       |   |  |               | 2,406,625  |   |               | 12/19/2005 |                     |   | 22,875    |  
|Eurodollar Futures           |  | 3,000,000                       |   |  |               | 2,849,400  |   |               | 03/19/2007 |                     |   | 32,250    |  
|U.S. Treasury Notes 10 Year  |  | 60,3000,000                     |   |  |               | 68,545,388 |   |               | 06/21/2004 |                     |   | 1,044,580 |  
|U.S. Treasury Bonds          |  | (4,100,000                      | ) |  |               | (4,584,472 | ) |               | 06/21/2004 |                     |   | (92,090   | )



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 March 31, 2004, neither the Intermediate Bond Fund or the International Equity Fund held any foreign currency contracts.



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



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



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



At March 31, 2004, the Intermediate Bond Fund held the following interest rate swap contracts:



|                                 |  |                |  |                                                                                                                                                                                              |  |                                       |          |  
|-------------------------------- |  | -------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | -------- | -
|Notional AmountFund/Counterparty |  | ExpirationDate |  | Description                                                                                                                                                                                  |  | NetUnrealizedAppreciationDepreciation |         
|6,800,000                        |  | 06/16/2014     |  | Agreement with Goldman Sachs Capital Market, dated 08/07/2003 to pay the notional amount multiplied by the six-month JPY-LIBOR and receive the notional amount multiplied by 1.07%           |  | $                                     | (420,740 | )
|                                 |  |                | 
|2,300,000                        |  | 09/15/2005     |  | Agreement with Goldman Sachs Capital Market, dated 10/30/2003 to pay the notional amount multiplied by the six-month GBP-LIBOR and receive the notional amount multiplied by 4.00%           |  |                                       | 1,651    |  
|                                 |  |                | 
|4,000,000                        |  | 06/16/2009     |  | Agreement with Bank of America N.A., dated 12/10/2003 to pay the notional amount multiplied by the three-month LIBOR and receive the notional amount multiplied by 4.00% per year            |  |                                       | 147,427  |  
|                                 |  |                | 
|8,000,000                        |  | 09/15/2005     |  | Agreement with Goldman Sachs Capital Market, dated 11/06/2003 to pay the notional amount multiplied by the three-month LIBOR rate and receive the notional amount multiplied by
3.25%        |  |                                       | 92,450   |  
|                                 |  |                | 
|6,300,000                        |  | 03/17/2005     |  | Agreement with Merrill Lynch Capital Services, dated 09/15/2003 to pay the notional amount multiplied by the six-month GBP-LIBOR rate and to receive the notional amount multiplied by
4.25% |  |                                       | (35,454  | )
|                                 |  |                | 
|800,000                          |  | 06/16/2014     |  | Agreement with Goldman Sachs Capital Market, dated 12/03/2003 to pay the notional amount multiplied by the three-month LIBOR and receive the notional amount multiplied by 5.00%             |  |                                       | (48,043  | )



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Notes to Financial Statements(Continued)



|                                 |  |                |  |                                                                                                                                                                                  |  |                                       |  
|-------------------------------- |  | -------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------- | -
|Notional AmountFund/Counterparty |  | ExpirationDate |  | Description                                                                                                                                                                      |  | NetUnrealizedAppreciationDepreciation |  
|                                 |  |                | 
|5,800,000                        |  | 06/16/2014     |  | Agreement with UBS, AD, dated 01/27/2004 to pay the notional amount multiplied by the three-month LIBOR and receive the notional amount multiplied by 5.00%                      |  | (83,808                               | )
|                                 |  |                | 
|2,500,000 EUR                    |  | 12/21/2007     |  | Agreement with Barclays Bank PLC, dated 03/05/2004 to pay the notional amount multiplied by the six-month EURIBOR and receive the notional amount multiplied by 4.00%            |  | 6,498                                 |  
|                                 |  |                | 
|2,500,000 EUR                    |  | 12/21/2007     |  | Agreement with Goldman Sachs Capital Market, dated 03/23/2004 to pay the notional amount multiplied by the six-month EURIBOR and receive the notional amount multiplied by 4.00% |  | (1,017                                | )



J.    Swaption Contracts



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



Swaption contracts are marked-to-market at the net amount due to or from the Fund in accordance with the terms of the contract based on the closing level of the relevant market rate of interest. Changes in the value
of the swaption are reported as unrealized gains or losses. Gain or loss is recognized when the swaption contract expires or is closed. When the Fund writes a swaption, the premium received is recorded as a liability and is subsequently adjusted to
the current fair value of the swaption written. Premiums received from writing swaptions that expire unexercised are treated by the Fund on the expiration date as realized gains from investments. The difference between the premium and the amount
paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase, as a realized loss.



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



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A summary of the written put options for the quarter ended March 31, 2004, is as follows:



|                                 |  |                    |  |          |        
|-------------------------------- |  | ------------------ |  | -------- | -------
|Written Put Option Contracts     |  | Number ofContracts |  | Premiums
|Outstanding, beginning of period |  | 13,000             |  | $        | 34,970 
|Options written                  |  | 2,020              |  |          | 152,340
|Options exercised                |  |                   |  |          |       
|Options expired                  |  |                   |  |          |       
|Options closed                   |  |                   |  |          |       
|Outstanding, end of period       |  | 15,020             |  | $        | 187,310



At March 31, 2004, the
Fund held the following written put options contracts:



|                                                         |  |           |  |                             |       
|-------------------------------------------------------- |  | --------- |  | --------------------------- | ------
|Security                                                 |  | Contracts |  | Appreciation/(Depreciation)
|Pay fixed 6.50%, receive LIBOR, commencing March 7, 2006 |  | 13,000    |  | $                           | 23,643
|U.S. Treasury Notes 10 Year 109 expires 05/21/2004       |  | 610       |  | $                           | 43,615
|U.S. Treasury Notes 10 Year 107 expires 05/21/2004       |  | 1,410     |  | $                           | 92,288



Total premiums received: $187,310



A summary of the written call options for the quarter ended
March 31, 2004, is as follows:



|                                 |  |                    |  |          |        
|-------------------------------- |  | ------------------ |  | -------- | -------
|Written Call Option Transactions |  | Number ofContracts |  | Premiums
|Outstanding, beginning of period |  | 13,000             |  | $        | 35,880 
|Options written                  |  | 2,020              |  |          | 170,524
|Options exercised                |  |                   |  |          |       
|Options expired                  |  |                   |  |          |       
|Options closed                   |  |                   |  |          |       
|Outstanding, end of period       |  | 15,020             |  | $        | 206,404



At March 31, 2004, the
Fund held the following written call option contracts:





|                                                         |  |           |  |                             |          |  
|-------------------------------------------------------- |  | --------- |  | --------------------------- | -------- | -
|Security                                                 |  | Contracts |  | Appreciation/(Depreciation) |         
|Pay fixed 4.50%, receive LIBOR, commencing March 7, 2006 |  | 13,000    |  | $                           | (8,765   | )
|U.S. Treasury Notes 10 Year 115 expires 05/21/2004       |  | 2,020     |  | $                           | (141,945 | )



Total premiums received: $206,404



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.



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Notes to Financial Statements(Continued)



3.    Investment Advisory, Investment Management and Related Party Transactions



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



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



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

---

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



|                                                            |  |                                                 |        
|----------------------------------------------------------- |  | ----------------------------------------------- | -------
|Investment Advisor                                          |  | Period end March 31, 2004Fees Paid Year to Date
|Alliance Capital Management LP. (Large-Cap Value Equity)    |  | $                                               | 160,613
|Ariel Capital Management (Mid-Cap Value Equity)             |  |                                                 | 57,574 
|Capital Guardian Trust Company (Balanced)                   |  |                                                 | 173,731
|Capital Guardian Trust Company (Large-Cap Growth Equity)    |  |                                                 | 176,442
|Capital Guardian Trust Company (Small-Cap Equity)           |  |                                                 | 94,013 
|Dresdner RCM Global Investors LLC (Large-Cap Growth Equity) |  |                                                 | 210,394
|J.P. Morgan Fleming Asset Management (International Equity) |  |                                                 | 110,336
|Morgan Stanley Investment Management (Balanced)             |  |                                                 | 94,649 
|Pacific Investment Management Company (Intermediate Bond)   |  |                                                 | 172,633
|Sit Investment Associates (Small-Cap Equity)                |  |                                                 | 248,735
|Turner Investment Partners (Mid-Cap Growth Equity)          |  |                                                 | 91,819 
|Philadelphia Investment Advisors (International)            |  |                                                 | 76,436 



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American Bar Association Members/State Street Collective Trust



Notes to Financial Statements(Continued)



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



|                        |  |                                           |  
|----------------------- |  | ----------------------------------------- | -
|Value of Program Assets |  | Rate for ABRA Quarter endedMarch 31, 2004 |  
|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 $399,463 for the quarter ended March 31, 2004.



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 will accrue daily and be payable 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 assets in excess of $50 million. The accrued reduction for the
quarter ended March 31, 2004, totaled $17,315 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 expense fee paid to State Street Bank reflects a $300,000 reduction for earnings estimated to be attributable to outstanding benefit checks for 2004.



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



|                             |  |           |  
|---------------------------- |  | --------- | -
|Value of Assets in all Funds |  | 2004 Rate |  
|First $1.0 billion           |  | .156      | %
|Next $1.8 billion            |  | .058      | %
|Over $2.8 billion            |  | .025      | %



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



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American Bar Association Members/State Street Collective Trust



Notes to Financial Statements(Continued)



State Street Bank received program, trustee, management and administration fees which aggregated
$3,292,122 for the quarter ended March 31, 2004. These fees are allocated to each Fund based on net asset value.



The Portfolios are not charged a separate annual fee.



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:



|                                          |  |                             |            |       |   |           
|----------------------------------------- |  | --------------------------- | ---------- | ----- | - | ----------
|                                          |  | Year to Date March 31, 2004
|                                          |  | Purchases                   |            | Sales
|Balanced Fund                             |  | $                           | 69,059,654 |       | $ | 71,801,031
|Index Equity Fund                         |  |                             | 21,490,714 |       |   | 6,335,286 
|Intermediate Bond Fund                    |  |                             | 85,152,004 |       |   | 75,419,229
|International Equity Fund                 |  |                             | 19,599,959 |       |   | 13,803,593
|Large-Cap Growth Equity Fund              |  |                             | 61,635,036 |       |   | 69,368,300
|Large-Cap Value Equity Fund               |  |                             | 35,255,539 |       |   | 25,348,725
|Mid-Cap Growth Equity Fund                |  |                             | 34,992,647 |       |   | 22,127,847
|Mid-Cap Value Equity Fund                 |  |                             | 6,527,430  |       |   | 1,136,170 
|Small-Cap Equity Fund                     |  |                             | 50,181,663 |       |   | 49,177,771
|Stable Asset Return Fund                  |  |                             |           |       |   |          
|Conservative Structured Portfolio Service |  |                             | 3,801,722  |       |   | 2,752,703 
|Moderate Structured Portfolio Service     |  |                             | 17,745,030 |       |   | 2,562,552 
|Aggressive Structured Portfolio Service   |  |                             | 8,062,604  |       |   | 3,371,736 



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



|                       |  |                             |             |       |   |            
|---------------------- |  | --------------------------- | ----------- | ----- | - | -----------
|                       |  | Year to Date March 31, 2004
|                       |  | Purchases                   |             | Sales
|Balanced Fund          |  | $                           | 45,441,418  |       | $ | 52,424,639 
|Intermediate Bond Fund |  |                             | 267,731,259 |       |   | 272,194,771



5.    Geographic and Industry Concentration



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



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American Bar Association Members/State Street Collective Trust



Notes to Financial Statements(Continued)



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



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



6.    Securities Lending Income



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 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.



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.



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



Stable Asset Return Fund



The Stable Asset Return Fund invests primarily in investment contracts issued by insurance companies, banks and 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 March 31, 2004, the Stable Asset Return Fund experienced an annualized return, net of expenses, of 2.86%. By comparison, the Ryan Labs Three Year GIC Index and the Money Fund Report Tier
One Money Market Fund Average, weighted 70%/30%, respectively, produced an investment record of 2.76% for the same period. The combination benchmark does not include an allowance for the fees that an investor would pay for investing in the
securities that comprise the benchmark or for fund expenses.



The Stable Asset Return Fund outperformed the combination benchmark for the quarter ended March 31, 2004. Participant cash flows were significantly negative early in the quarter. Fund assets decreased approximately 3% during the course of
the quarter, as a result of transfers out during the month of January. Since then, net cash flow has been flat. These circumstances contributed to the Funds performance because cash balances were relatively low in a steep yield curve
environment.



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 March 31, 2004, the Intermediate Bond Fund experienced a total return, net of expenses, of 2.26%. By comparison, the Lehman Brothers
Aggregate Bond Index produced an investment record of 2.66% 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, advised by
Pacific Investment Management Company LLC, underperformed the Lehman Brothers Aggregate Bond Index for the quarter ended March 31, 2004. Interest rate strategies were modestly negative for performance. Below benchmark duration detracted from returns
as rates fell; however, exposure to short-term Eurozone interest rates was a strong positive as expectations rose that the rates of the European Central Bank would ease in the face of weak European growth in the government sector. Also, an
allocation to Treasury Inflation Protection Bonds (TIPS) helped the portfolios returns during the first quarter. The mortgage sector outperformed for the quarter due to strong demand by investors, so the Funds underweight to this sector
detracted from performance. However, security selection mitigated this impact. An underweight to the corporate sector was also slightly negative for portfolio performance as the yield advantage of these securities offset concerns about slower growth
and profits. The Fund benefited from allocations to non-U.S. positions.



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.



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For the quarter ended March 31, 2004, the Balanced Fund experienced a total return, net of expenses, of
2.19%. By comparison, the combination of the Russell 1000 Index and the Lehman Brothers Aggregate Bond Index, weighted 60%/40%, respectively, produced an investment record of 2.13% 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, advised by Capital Guardian Trust Company, outperformed the Russell 1000 Index for
the quarter ended March 31, 2004. Good stock selection in the telecom services and healthcare sectors was the primary driver of outperformance for the quarter. Good stock selection in the energy and financials sectors also contributed to the
outperformance. The largest detractor from performance was stock selection in the consumer discretionary sector, specifically the Funds holdings in media companies.



The fixed income portion of the Balanced Fund, advised by Morgan Stanley Investment Management, underperformed the Lehman
Brothers Aggregate Bond Index for the quarter ended March 31, 2004. A below-benchmark duration position was responsible for this underperformance, as it detracted from relative value given the decline in U.S. Treasury yields during the period. The
corporate bond strategy and mortgage strategy did not have a material impact on relative performance during the period. At quarter end, the portfolio maintained a duration that was one year less than that of the benchmark, given the view that
prevailing Treasury yields remain low relative to actual economic bases. The portfolio also maintained an overweight in higher-coupon mortgages where actual prepayment speeds have been slower (i.e., favorable) relative to the markets implied
expectations, and a near-benchmark sensitivity to corporate yield spreads.



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 State Street and the Funds Investment Advisor consider undervalued. A portion of the Fund (approximately 25%) is invested to replicate the Russell 1000 Value Index, which is composed 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 March 31, 2004, the Large-Cap Value Equity Fund experienced a total return, net of expenses, of 3.72%. By comparison, the Russell
1000 Value Index produced an investment record of 3.03% 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, advised by Alliance Capital Management L.P., outperformed the Russell 1000 Value Index for the quarter ended March 31, 2004. During the quarter, security selection was strongest in the technology, utilities and energy sectors. Among
technology stocks, the most notable contributors were Nortel Networks and electronic services manufacturer Flextronics, both of which significantly exceeded consensus expectations for sales growth and margins.In the utilities sector, both
phone and electric companies fared well. The most meaningful contribution to relative performance came from Sprint PCS, which rallied with other telecom companies after a February bid for AT&T Wireless by Cingular Wireless. The acquisition
announcement contributed positively to the entire wireless industry.Energy stocks remained strong through the first quarter, supported by oil and natural gas prices that exceeded expectations. On top of this, Occidental Petroleum benefited
from the possibility of re-entry into Libya after the U.S. government lifted trade restrictions in March. Meanwhile, the refining business saw continued strength, with inventories



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remaining low. Against this backdrop, refiner Valero Energy and ConocoPhillips, a company that has significant exposure to refining, outperformed. Railroads
continued to suffer, as they are exposed to the increase in material prices and are bound to contracts that prevent them from recovering higher fuel costs. Recent contracts have surcharge provisions, but the benefits will take time to be realized.
Thus, the Funds positions in Burlington Northern, Norfolk Southern and CSX detracted from performance. Stock selection in the consumer growth sector hampered performance in the quarter; in particular, the Funds positions in Comcast and
Glaxo detracted from returns. Cable company Comcast fell on fears that it would eventually have to raise its hostile takeover bid for Walt Disney Company because the latter has seen its stock price rise since the bid was announced. Concerns about
reimportation and weak drug pipelines weighed on pharmaceutical stocks in general. In the middle of the quarter, Glaxo reported disappointing earnings due to the loss of patent protection on its high margin products, Paxil and Wellbutrin, and issued
2004 guidance that was below expectations.



The performance of
the indexed portion of the Large-Cap Value Equity Fund for the quarter ended March 31, 2004, 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 composed 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 March 31, 2004, the Large-Cap Growth Equity Fund experienced a total return, net of expenses, of 1.00%. By comparison, the Russell 1000 Growth Index produced an investment record of 0.79% 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 actively managed portion Large-Cap Growth Equity Fund advised by Capital Guardian Trust Company outperformed the Russell 1000 Growth Index for the
quarter ended March 31, 2004. Good stock selection in the telecom services and healthcare sectors was the primary driver of outperformance for the quarter. Good stock selection in the energy and financials sectors also contributed to the
outperformance. The largest detractor from performance was stock selection in the consumer discretionary sector, specifically the Funds holdings in media companies.



The actively managed portion of the Large-Cap Growth Equity Fund advised by RCM Capital Management LLC underperformed the
Russell 1000 Growth Index for the quarter ended March 31, 2004. The underperformance was due to both stock selection and industry strategy. Stock selection accounted for approximately 0.60% in underperformance for the quarter. Stock selection was
hurt by semiconductors & instruments, software and telecommunication services. Stock selection was positive within healthcare equipment & supplies and energy. Industry strategy for the first quarter accounted for approximately 0.39% in
underperformance. Industry strategy was helped by an overweight in hotels, restaurants & leisure and an underweight in semiconductors & instruments. However, this was overshadowed by an overweight in software and an underweight in healthcare
providers & services and retailing, which ultimately detracted from performance for the quarter.



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The performance of the indexed portion of the Fund for the quarter ended March 31, 2004, was consistent
with the Russell 1000 Growth Index after taking into account expenses.



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 March 31, 2004, the Index Equity Fund experienced a total return, net of expenses, of 2.09%. By comparison, the Russell 3000 Index produced an investment record of 2.23% 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 Index Equity Fund underperformed the Russell 3000 Index for the quarter ended March 31, 2004. The performance of the Index Equity Fund 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 State Street and the Funds
Investment Advisor consider undervalued. The Mid-Cap Value 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 March 31, 2004, the Mid-Cap Value Equity Fund
experienced a total return, net of expenses, of 3.98%. By comparison, the Russell Mid-Cap Value Index produced an investment record of 5.35% 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, advised by Ariel Capital Management, LLC, underperformed the Russell Mid-Cap Value Index for the quarter ended March 31,
2004. Results were adversely affected by holdings in the consumer discretionary & services and consumer staples sectors of the market, while the Funds healthcare positions contributed positively to results. In terms of specific stock
contributions, shares of Apogent Technologies (+33%) rose as a result of the companys successful efforts to repurchase shares and reduce debt. Additionally, the news of Apogents planned merger with Fisher Scientific, due to close in
July, was received positively. Conversely, CenturyTel (-16%) revised earnings downward for 2004 and is facing a more challenging regulatory environment relating to the pricing of phone service; however, the long-term outlook for the company
continues to be favorable. Accenture Ltd. (-6%) missed its first quarter earnings due to ongoing pricing pressures and lower-than-expected margins on three contracts. The Fund eliminated its positions in Kroger Co. and Safeway Inc. due to concerns
about their ability to meet the portfolios target 12-15% growth rate. No new holdings were purchased during the first quarter.



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



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investment that the Fund believes 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 March 31, 2004, the Mid-Cap Growth Equity Fund experienced a total return, net of expenses, of 2.84%. By comparison, the Russell
Mid-Cap Growth Index produced an investment record of 4.83% 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, advised by
Turner Investment Partners, underperformed the Russell Mid-Cap Growth Index for the quarter ended March 31, 2004. During the quarter, investor sentiment was heavily influenced by uncertainty about upcoming actions of the Federal Reserve,
disappointing unemployment results, and geopolitical concerns. The market sold off in February and March and was marked by a shift away from the more aggressive high-beta names that performed well in 2003. The Funds portfolio remained
over-weighted in these names through the quarter, due to the Funds belief that another wave of spending is on the horizon which will cause these names to rebound. In the financial services sector, brokerage names added value as companies like
Legg Mason and T. Rowe Price continue to see increasing asset flows due to scandals associated with other large investment firms. Healthcare stocks detracted most significantly during the quarter, as the Fund had decreased exposure to two names
which had runs due to specific news events. Those companies were Biogen IDEC and Sepracor.



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.



For the quarter ended March 31, 2004, the Small-Cap
Equity Fund experienced a total return, net of expenses, of 3.13%. By comparison, the Russell 2000 Index produced an investment record of 6.26% 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 Capital Guardian Trust Company underperformed the Russell 2000 Index for the quarter ended March 31, 2004. Stock selection in the consumer discretionary and
materials sectors hurt performance. The combined overweight and stock selection in technology also hurt performance. Stock selection in the consumer staples and financials sectors contributed to performance



The portion of the Small-Cap Equity Fund advised by Sit Investment
Associates, Inc. underperformed the Russell 2000 Index for the quarter ended March 31, 2004. A holding of cash reserves was a minor factor in the underperformance (0.1%) as cash reserves were relatively moderate. Of the reasons for the equity
portions underperformance, 67% was due to stock selection and 33% due to industry weighting. All of the underperformance was concentrated in two industry sectors, electronic technology and technology services. Four specific companies accounted
for a significant portion of the shortfall, Business Objects, Cray Inc., Sonus Networks and Foundry Networks. The common themes among them were earnings disappointment or revised guidance about future earnings or, in the case of



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Sonus, accounting issues. All of these firms continue to be held in the Funds portfolio. There were also many positive contributions to performance,
with the three top-performing stocks being New York Community Bancorp (+21%), Career Education (+40%) and Chicos FAS (+25%).



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 March 31, 2004, the International Equity Fund experienced a total return, net of expenses, of 2.88%. 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 4.75% 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 JP Morgan Fleming Asset Management (London) Limited underperformed the MSCI AC World Ex-U.S. Index
for the quarter ended March 31, 2004. Another strong quarter for international equities saw most sectors post positive returns. The strength of the European markets was eclipsed by Japan in March as banks and real estate surged in value and the yen
strengthened. Bond markets trended higher, with yields not quite reaching the low seen last summer. The extraordinary rally in Japan in March was the main contributor to the slight underperformance for the quarter. Although the portfolio did well
with Japanese banking and consumer finance holdings, the size of the moves in companies considered lower quality dominated performance. When combined with the strong move in the yen, Japan outperformed Europe by 17% during the month. Stock selection
added value within Europe and Asia Pacific. Among the sectors that added value were energy, consumer staples, materials and telecommunications. Negative contributions came in consumer cyclicals, particularly within autos, and financials.



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 quarter ended March 31, 2004. The portfolio underperformed the index due to several factors. An underweight position in Japan, which rallied 15% during the quarter,
was the primary contributor to the negative variance. Other factors include a lack of Japanese banks (up +20%), an underweight in technology-related stocks, and an overweight in Continental Europe. Japans superior performance was, however,
characterized by the same low-quality issues that pertained to European stocks for most of 2003.



Structured Portfolio Service



The portfolios of the Structured Portfolio Service invest in the Funds described above according to conservative, moderate and aggressive allocations. Investments in the Conservative Portfolio are allocated as follows: Stable Asset Returns
Fund, 30%; Intermediate Bond Fund, 35%; Large-Cap Value Equity Fund, 7%; Large-Cap Growth Equity Fund, 7%; Index Equity Fund, 14%; and International Equity Fund, 7%. Investments 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%;



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and International Equity Fund, 15%. Investments 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 March 31, 2004, the Structured Portfolio Service
experienced a total return, net of expenses, of 1.84% for the Conservative Portfolio, 2.23% for the Moderate Portfolio, and 2.46% 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.



Item 4.    CONTROLS AND PROCEDURES.



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



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PART II.    OTHER INFORMATION.



Item 2.    CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES.



During the quarter ended March 31, 2004, the Collective Trust issued an aggregate of approximately $283,896,587 in unregistered Units. Such Units were
offered and sold in reliance upon the exemption from registration under Rule 180 promulgated under the Securities Act of 1933 relating to exemption from registration of interests and participations issued in connection with certain H.R. 10 plans.



Item 6.    EXHIBITS AND REPORTS ON FORM 8-K



a.    EXHIBITS



|     |  |                                                                                                                                                 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of James S. Phalen pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|     | 
|31.2 |  | Certification of Beth M. Halberstadt pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.1 |  | Certification of James S. Phalen pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      
|     | 
|32.2 |  | Certification of Beth M. Halberstadt pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  



b.    REPORTS
ON FORM 8-K



None.



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of May 7, 2004.



AMERICAN BAR ASSOCIATION MEMBERS/STATE STREET COLLECTIVE TRUSTBy:

/s/    JAMES S. PHALENName: James S. PhalenTitle: Chief Executive OfficerBy:

/s/    BETH M. HALBERSTADTName: Beth M. HalberstadtTitle: Chief Financial Officer




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EXHIBIT INDEX



|            |  |                                                                                                                                                 
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                     
|            | 
|31.1        |  | Certification of James S. Phalen pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|            | 
|31.2        |  | Certification of Beth M. Halberstadt pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|32.1        |  | Certification of James S. Phalen pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.      
|            | 
|32.2        |  | Certification of Beth M. Halberstadt pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.