##### 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 June 30, 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)



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



(617) 786-3000

(Registrants telephone number, including Area Code)



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



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



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



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##### Table of Contents

TABLE OF CONTENTS



PART I.
FINANCIAL INFORMATION



| |  |                                                 |  |                                     |  |   
| |  | ----------------------------------------------- |  | ----------------------------------- |  | --
| |  | Item    1.    
Financial Statements (Unaudited) |  | 4                                  
| |  | Balanced Fund                                   |  | 4                                  
| |  |                                                 |  | Statement of Assets and Liabilities |  | 4 
| |  |                                                 |  | Statement of Operations             |  | 5 
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 6 
| |  |                                                 |  | Financial Highlights                |  | 7 
| |  | Index Equity Fund                               |  | 8                                  
| |  |                                                 |  | Statement of Assets and Liabilities |  | 8 
| |  |                                                 |  | Statement of Operations             |  | 9 
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 10
| |  |                                                 |  | Financial Highlights                |  | 11
| |  | Intermediate Bond Fund                          |  | 12                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 12
| |  |                                                 |  | Statement of Operations             |  | 13
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 14
| |  |                                                 |  | Financial Highlights                |  | 15
| |  | International Equity Fund                       |  | 16                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 16
| |  |                                                 |  | Statement of Operations             |  | 17
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 18
| |  |                                                 |  | Financial Highlights                |  | 19
| |  | Large-Cap Growth Equity Fund                    |  | 20                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 20
| |  |                                                 |  | Statement of Operations             |  | 21
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 22
| |  |                                                 |  | Financial Highlights                |  | 23
| |  | Large-Cap Value Equity Fund                     |  | 24                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 24
| |  |                                                 |  | Statement of Operations             |  | 25
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 26
| |  |                                                 |  | Financial Highlights                |  | 27
| |  | Mid-Cap Growth Equity Fund                      |  | 28                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 28
| |  |                                                 |  | Statement of Operations             |  | 29
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 30
| |  |                                                 |  | Financial Highlights                |  | 31
| |  | Mid-Cap Value Equity Fund                       |  | 32                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 32
| |  |                                                 |  | Statement of Operations             |  | 33
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 34
| |  |                                                 |  | Financial Highlights                |  | 35
| |  | Small-Cap Equity Fund                           |  | 36                                 
| |  |                                                 |  | Statement of Assets and Liabilities |  | 36
| |  |                                                 |  | Statement of Operations             |  | 37
| |  |                                                 |  | Statement of Changes in Net Assets  |  | 38
| |  |                                                 |  | Financial Highlights                |  | 39



2



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##### Table of Contents

|                           |  |                                                                                                      |  |                                     |  |   
|-------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ----------------------------------- |  | --
|                           |  | Stable Asset Return Fund                                                                             |  | 40                                 
|                           |  |                                                                                                      |  | Statement of Assets and Liabilities |  | 40
|                           |  |                                                                                                      |  | Statement of Operations             |  | 41
|                           |  |                                                                                                      |  | Statement of Changes in Net Assets  |  | 42
|                           |  |                                                                                                      |  | Financial Highlights                |  | 43
|                           |  | Structured Portfolio Service - Conservative Portfolio                                                |  | 44                                 
|                           |  |                                                                                                      |  | Statement of Assets and Liabilities |  | 44
|                           |  |                                                                                                      |  | Statement of Operations             |  | 45
|                           |  |                                                                                                      |  | Statement of Changes in Net Assets  |  | 46
|                           |  |                                                                                                      |  | Financial Highlights                |  | 47
|                           |  | Structured Portfolio Service - Moderate Portfolio                                                    |  | 48                                 
|                           |  |                                                                                                      |  | Statement of Assets and Liabilities |  | 48
|                           |  |                                                                                                      |  | Statement of Operations             |  | 49
|                           |  |                                                                                                      |  | Statement of Changes in Net Assets  |  | 50
|                           |  |                                                                                                      |  | Financial Highlights                |  | 51
|                           |  | Structured Portfolio Service - Aggressive Portfolio                                                  |  | 52                                 
|                           |  |                                                                                                      |  | Statement of Assets and Liabilities |  | 52
|                           |  |                                                                                                      |  | Statement of Operations             |  | 53
|                           |  |                                                                                                      |  | Statement of Changes in Net Assets  |  | 54
|                           |  |                                                                                                      |  | Financial Highlights                |  | 55
|                           |  | Notes to Unaudited Financial Statements                                                              |  | 56                                 
|                           |  |                                                                                                     
|                           |  | Item    2.    
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 69                                 
|                           |  | Item    4.    
Controls and Procedures                                                               |  | 78                                 
|                           | 
|PART II.
OTHER INFORMATION |  |                                                                                                     
|                           |  |                                                                                                     
|                           |  | Item    2.    
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities      |  | 79                                 
|                           |  | Item    6.    
Exhibits and Reports on Form 8-K                                                      |  | 79                                 
|SIGNATURES                 |  | 80                                                                                                  



3



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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



|                                                                                 |  |               |            
|-------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |            
|Investments, at value (cost of $235,179,916)                                     |  | $             | 292,222,041
|Intermediate Bond Fund (cost of $173,984,004 and units of 9,614,275)             |  |               | 173,984,004
|Receivable for investments sold                                                  |  |               | 80,535     
|Dividends and interest receivable                                                |  |               | 207,894    
|                                                                                 |  |               |            
|Total assets                                                                     |  |               | 466,494,474
|                                                                                 |  |               |            
|Liabilities                                                                      |  |               |            
|Payable for investments purchased                                                |  |               | 21,717     
|Payable for fund units redeemed                                                  |  |               | 527,204    
|Investment advisory fee payable                                                  |  |               | 164,797    
|State Street Bank and Trust Companyprogram fee payable                          |  |               | 66,120     
|Trustee, management and administration fees payable                              |  |               | 18,504     
|American Bar Retirement Associationprogram fee payable                          |  |               | 10,602     
|Other accruals                                                                   |  |               | 15,582     
|                                                                                 |  |               |            
|Total liabilities                                                                |  |               | 824,526    
|                                                                                 |  |               |            
|Net assets (equivalent to $ 73.41 per unit based on 6,343,078 units outstanding) |  | $             | 465,669,948
|                                                                                 |  |               |            





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



Balanced Fund

Statement of Operations

Unaudited



|                                                                          |  |                                             |            |   |                                               |   |            |  
|------------------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | --------------------------------------------- | - | ---------- | -
|                                                                          |  | For the periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                                         |  |                                             |            |   |                                               |   |            |  
|Dividends (net of foreign tax expense of $1,548 and $30,450 respectively) |  | $                                           | 973,640    |   |                                               | $ | 2,036,835  |  
|Interest                                                                  |  |                                             | 1,744,455  |   |                                               |   | 3,446,371  |  
|Securities lending income                                                 |  |                                             | 21,977     |   |                                               |   | 25,847     |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Total investment income                                                   |  |                                             | 2,740,072  |   |                                               |   | 5,509,053  |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Expenses                                                                  |  |                                             |            |   |                                               |   |            |  
|Investment advisory fee                                                   |  |                                             | 265,502    |   |                                               |   | 533,880    |  
|State Street Bank and Trust Companyprogram fee                           |  |                                             | 331,885    |   |                                               |   | 669,004    |  
|American Bar Retirement Associationprogram fee                           |  |                                             | 51,309     |   |                                               |   | 103,543    |  
|Trustee, management and administration fees                               |  |                                             | 89,770     |   |                                               |   | 181,107    |  
|Reports to unitholders                                                    |  |                                             | 22,997     |   |                                               |   | 45,845     |  
|Legal and audit fees                                                      |  |                                             | 28,305     |   |                                               |   | 56,425     |  
|Registration fees                                                         |  |                                             | 1,769      |   |                                               |   | 3,527      |  
|Other fees                                                                |  |                                             | 5,897      |   |                                               |   | 11,755     |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Total expenses                                                            |  |                                             | 797,434    |   |                                               |   | 1,605,086  |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Net investment income (loss)                                              |  |                                             | 1,942,638  |   |                                               |   | 3,903,967  |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Realized and unrealized gain (loss)                                       |  |                                             |            |   |                                               |   |            |  
|Net realized gain (loss) on:                                              |  |                                             |            |   |                                               |   |            |  
|Investment securities                                                     |  |                                             | 2,712,294  |   |                                               |   | 7,809,840  |  
|Intermediate Bond Fund                                                    |  |                                             |           |   |                                               |   |           |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Net realized gain (loss)                                                  |  |                                             | 2,712,294  |   |                                               |   | 7,809,840  |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Change in net unrealized appreciation (depreciation) on:                  |  |                                             |            |   |                                               |   |            |  
|Investment Securities                                                     |  |                                             | (5,572,998 | ) |                                               |   | (2,622,272 | )
|Intermediate Bond Fund                                                    |  |                                             |           |   |                                               |   |           |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Change in net unrealized appreciation (depreciation)                      |  |                                             | (5,572,998 | ) |                                               |   | (2,622,272 | )
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Net realized and unrealized gain (loss)                                   |  |                                             | (2,860,704 | ) |                                               |   | 5,187,568  |  
|                                                                          |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations           |  | $                                           | (918,066   | ) |                                               | $ | 9,091,535  |  
|                                                                          |  |                                             |            |   |                                               |   |            |  





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



Balanced Fund

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |             |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            | 1,942,638   |   |                                               | $ | 3,903,967   |  
|Net realized gain (loss)                                                     |  |                                              | 2,712,294   |   |                                               |   | 7,809,840   |  
|Change in net unrealized appreciation (depreciation)                         |  |                                              | (5,572,998  | ) |                                               |   | (2,622,272  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | (918,066    | ) |                                               |   | 9,091,535   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 9,647,828   |   |                                               |   | 20,088,369  |  
|Cost of units redeemed                                                       |  |                                              | (9,777,048  | ) |                                               |   | (21,370,934 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | (129,220    | ) |                                               |   | (1,282,565  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | (1,047,286  | ) |                                               |   | 7,808,970   |  
|Net Assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 466,717,234 |   |                                               |   | 457,860,978 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 465,669,948 |   |                                               | $ | 465,669,948 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 6,346,540   |   |                                               |   | 6,362,019   |  
|Issued                                                                       |  |                                              | 131,602     |   |                                               |   | 272,965     |  
|Redeemed                                                                     |  |                                              | (135,064    | ) |                                               |   | (291,906    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 6,343,078   |   |                                               |   | 6,343,078   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  







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



Balanced Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                             |  |                                              |         |    |                                               |   |         |  
|------------------------------------------------------------ |  | -------------------------------------------- | ------- | -- | --------------------------------------------- | - | ------- | -
|                                                             |  | For the period April 1, 2004to June 30, 2004 |         |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                            | 0.43    |    |                                               | $ | 0.86    |  
|Net expenses                                                |  |                                              | (0.12   | )  |                                               |   | (0.25   | )
|                                                             |  |                                              |         |    |                                               |   |         |  
|Net investment income (loss)                                 |  |                                              | 0.31    |    |                                               |   | 0.61    |  
|Net realized and unrealized gain (loss)                      |  |                                              | (0.44   | )  |                                               |   | 0.83    |  
|                                                             |  |                                              |         |    |                                               |   |         |  
|Net increase (decrease) in unit value                        |  |                                              | (0.13   | )  |                                               |   | 1.44    |  
|Net asset value at beginning of period                       |  |                                              | 73.54   |    |                                               |   | 71.97   |  
|                                                             |  |                                              |         |    |                                               |   |         |  
|Net asset value at end of period                             |  | $                                            | 73.41   |    |                                               | $ | 73.41   |  
|                                                             |  |                                              |         |    |                                               |   |         |  
|Ratio of net expenses to average net assets*                 |  |                                              | 0.69    | %  |                                               |   | 0.69    | %
|Ratio of net investment income (loss) to average net assets* |  |                                              | 1.68    | %  |                                               |   | 1.67    | %
|Portfolio turnover**                                         |  |                                              | 46      | %  |                                               |   | 61      | %
|Total return**                                               |  |                                              | (0.18   | )% |                                               |   | 2.00    | %
|Net assets at end of period (in thousands)                   |  | $                                            | 465,670 |    |                                               | $ | 465,670 |  

---

|* | 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 and the Intermediate Bond Fund in
which the Fund invests.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







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

Statement of Assets and Liabilities

Unaudited



|                                                                                                                              |  |               |            
|----------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                                                              |  | June 30, 2004
|Assets                                                                                                                        |  |               |            
|Investments, at value:                                                                                                        |  |               |            
|State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund (cost of $365,706,731 and units of 39,616,492) |  | $             | 357,855,775
|Cash                                                                                                                          |  |               | 18,686     
|                                                                                                                              |  |               |            
|Total assets                                                                                                                  |  |               | 357,874,461
|                                                                                                                              |  |               |            
|Liabilities                                                                                                                   |  |               |            
|Payable for investments purchased                                                                                             |  |               | 18,686     
|Payable for fund units redeemed                                                                                               |  |               | 1,568,564  
|State Street Bank and Trust Companyprogram fee payable                                                                       |  |               | 76,218     
|Trustee, management and administration fees payable                                                                           |  |               | 21,417     
|American Bar Retirement Associationprogram fee payable                                                                       |  |               | 12,291     
|Other accruals                                                                                                                |  |               | 15,130     
|                                                                                                                              |  |               |            
|Total liabilities                                                                                                             |  |               | 1,712,306  
|                                                                                                                              |  |               |            
|Net assets (equivalent to $ 28.01 per unit based on 12,713,376 units outstanding)                                             |  | $             | 356,162,155
|                                                                                                                              |  |               |            







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



Index Equity Fund

Statement of Operations

Unaudited



|                                                                          |  |                                             |           |   |                                               |   |            |  
|------------------------------------------------------------------------- |  | ------------------------------------------- | --------- | - | --------------------------------------------- | - | ---------- | -
|                                                                          |  | For the periodApril 1, 2004to June 30, 2004 |           |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                                         |  |                                             |           |   |                                               |   |            |  
|Securities lending income from underlying affiliated fund                 |  | $                                           | 8,473     |   |                                               | $ | 15,902     |  
|                                                                          |  |                                             |           |   |                                               |   |            |  
|Expenses                                                                  |  |                                             |           |   |                                               |   |            |  
|State Street Bank and Trust Companyprogram fee                           |  |                                             | 251,694   |   |                                               |   | 490,360    |  
|American Bar Retirement Associationprogram fee                           |  |                                             | 38,912    |   |                                               |   | 75,898     |  
|Trustee, management and administration fees                               |  |                                             | 68,074    |   |                                               |   | 132,756    |  
|Reports to unitholders                                                    |  |                                             | 17,441    |   |                                               |   | 33,615     |  
|Legal and audit fees                                                      |  |                                             | 21,466    |   |                                               |   | 41,373     |  
|Registration fees                                                         |  |                                             | 1,342     |   |                                               |   | 2,586      |  
|Other fees                                                                |  |                                             | 4,472     |   |                                               |   | 8,619      |  
|                                                                          |  |                                             |           |   |                                               |   |            |  
|Total expenses                                                            |  |                                             | 403,401   |   |                                               |   | 785,207    |  
|                                                                          |  |                                             |           |   |                                               |   |            |  
|Net investment income (loss)                                              |  |                                             | (394,928  | ) |                                               |   | (769,305   | )
|                                                                          |  |                                             |           |   |                                               |   |            |  
|Net realized and unrealized gain (loss) on investments in affiliated fund |  |                                             |           |   |                                               |   |            |  
|Net realized gain (loss)                                                  |  |                                             | (558,253  | ) |                                               |   | (1,702,114 | )
|Change in net unrealized appreciation (depreciation)                      |  |                                             | 5,276,331 |   |                                               |   | 13,385,070 |  
|                                                                          |  |                                             |           |   |                                               |   |            |  
|Net realized and unrealized gain (loss)                                   |  |                                             | 4,718,078 |   |                                               |   | 11,682,956 |  
|                                                                          |  |                                             |           |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations           |  | $                                           | 4,323,150 |   |                                               | $ | 10,913,651 |  
|                                                                          |  |                                             |           |   |                                               |   |            |  







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



Index Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |             |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            | (394,928    | ) |                                               | $ | (769,305    | )
|Net realized gain (loss)                                                     |  |                                              | (558,253    | ) |                                               |   | (1,702,114  | )
|Change in net unrealized appreciation (depreciation)                         |  |                                              | 5,276,331   |   |                                               |   | 13,385,070  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | 4,323,150   |   |                                               |   | 10,913,651  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 10,832,893  |   |                                               |   | 34,369,771  |  
|Cost of units redeemed                                                       |  |                                              | (4,067,532  | ) |                                               |   | (8,000,904  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 6,765,361   |   |                                               |   | 26,368,867  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | 11,088,511  |   |                                               |   | 37,282,518  |  
|                                                                             |  |                                             
|Net Assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 345,073,644 |   |                                               |   | 318,879,637 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 356,162,155 |   |                                               | $ | 356,162,155 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 12,470,096  |   |                                               |   | 11,764,241  |  
|Issued                                                                       |  |                                              | 391,482     |   |                                               |   | 1,239,382   |  
|Redeemed                                                                     |  |                                              | (148,202    | ) |                                               |   | (290,247    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 12,713,376  |   |                                               |   | 12,713,376  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  





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



Index Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                             |  |                                             |         |    |                                               |   |         |   
|------------------------------------------------------------ |  | ------------------------------------------- | ------- | -- | --------------------------------------------- | - | ------- | --
|                                                             |  | For the periodApril 1, 2004to June 30, 2004 |         |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                          |  | $                                           | 0.00    |    |                                               | $ | 0.00    |   
|Net expenses                                                |  |                                             | (0.03   | )  |                                               |   | (0.06   | ) 
|                                                             |  |                                             |         |    |                                               |   |         |   
|Net investment income (loss)                                 |  |                                             | (0.03   | )  |                                               |   | (0.06   | ) 
|Net realized and unrealized gain (loss)                      |  |                                             | 0.37    |    |                                               |   | 0.96    |   
|                                                             |  |                                             |         |    |                                               |   |         |   
|Net increase (decrease) in unit value                        |  |                                             | 0.34    |    |                                               |   | 0.90    |   
|Net asset value at beginning of period                       |  |                                             | 27.67   |    |                                               |   | 27.11   |   
|                                                             |  |                                             |         |    |                                               |   |         |   
|Net asset value at end of period                             |  | $                                           | 28.01   |    |                                               | $ | 28.01   |   
|                                                             |  |                                             |         |    |                                               |   |         |   
|Ratio of net expenses to average net assets*                 |  |                                             | 0.46    | %  |                                               |   | 0.46    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                             | (0.45   | )% |                                               |   | (0.45   | )%
|Portfolio turnover**                                         |  |                                             | 1       | %  |                                               |   | 3       | % 
|Total return**                                               |  |                                             | 1.23    | %  |                                               |   | 3.32    | % 
|Net assets at end of period (in thousands)                   |  | $                                           | 356,162 |    |                                               | $ | 356,162 |   

---

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

|** | Not annualized. Portfolio turnover 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 $0.005 per unit are rounded to zero.
|-- | ------------------------------------------------------

| | 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.



11



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Intermediate Bond Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                    |  |               |            
|----------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                    |  | June 30, 2004
|Assets                                                                              |  |               |            
|Investments, at value (cost of $460,503,553)                                        |  | $             | 460,799,745
|Foreign currency, at value (cost of $674,536)                                       |  |               | 674,628    
|Cash                                                                                |  |               | 80,879     
|Receivable for foreign currency sold and open forward currency exchange contracts   |  |               | 16,367,869 
|Receivable for open swap contracts                                                  |  |               | 296,681    
|Receivable for futures variation margin                                             |  |               | 378,447    
|Receivable for investments sold                                                     |  |               | 5,771,413  
|Receivable for fund units issued                                                    |  |               | 818,098    
|Interest receivable                                                                 |  |               | 2,833,038  
|                                                                                    |  |               |            
|Total assets                                                                        |  |               | 488,020,798
|                                                                                    |  |               |            
|Liabilities                                                                         |  |               |            
|Payable for investments purchased                                                   |  |               | 52,286,118 
|Payable for foreign currency purchased and open forward currency exchange contracts |  |               | 16,185,855 
|Payable for open swap contracts                                                     |  |               | 352,495    
|Payable for fund units redeemed                                                     |  |               | 247,515    
|Option written, at value (premiums received $70,850)                                |  |               | 19,780     
|Investment advisory fee payable                                                     |  |               | 92,808     
|State Street Bank and Trust Companyprogram fee payable                             |  |               | 94,412     
|Trustee, management and administration fees payable                                 |  |               | 26,376     
|American Bar Retirement Associationprogram fee payable                             |  |               | 15,105     
|Other accruals                                                                      |  |               | 20,726     
|                                                                                    |  |               |            
|Total liabilities                                                                   |  |               | 69,341,190 
|                                                                                    |  |               |            
|Net assets (equivalent to $ 18.10 per unit based on 23,135,865 units outstanding)   |  | $             | 418,679,608
|                                                                                    |  |               |            





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



Intermediate Bond Fund

Statement of Operations

Unaudited



|                                                                      |  |                                             |            |   |                                               |   |            |  
|--------------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | --------------------------------------------- | - | ---------- | -
|                                                                      |  | For the periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                                     |  |                                             |            |   |                                               |   |            |  
|Interest                                                              |  | $                                           | 1,390,049  |   |                                               | $ | 2,414,086  |  
|Securities lending income                                             |  |                                             | 7,643      |   |                                               |   | 7,643      |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Total investment income                                               |  |                                             | 1,397,692  |   |                                               |   | 2,421,729  |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Expenses                                                              |  |                                             |            |   |                                               |   |            |  
|Investment advisory fee                                               |  |                                             | 173,743    |   |                                               |   | 346,374    |  
|State Street Bank and Trust Companyprogram fee                       |  |                                             | 172,779    |   |                                               |   | 344,015    |  
|American Bar Retirement Associationprogram fee                       |  |                                             | 26,707     |   |                                               |   | 53,259     |  
|Trustee, management and administration fees                           |  |                                             | 46,727     |   |                                               |   | 93,155     |  
|Reports to unitholders                                                |  |                                             | 11,972     |   |                                               |   | 23,586     |  
|Legal and audit fees                                                  |  |                                             | 14,735     |   |                                               |   | 29,029     |  
|Registration fees                                                     |  |                                             | 921        |   |                                               |   | 1,814      |  
|Other fees                                                            |  |                                             | 3,070      |   |                                               |   | 6,047      |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Total expenses                                                        |  |                                             | 450,654    |   |                                               |   | 897,279    |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Net investment income (loss)                                          |  |                                             | 947,038    |   |                                               |   | 1,524,450  |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Net realized and unrealized gain (loss)                               |  |                                             |            |   |                                               |   |            |  
|Net realized gain (loss) on:                                          |  |                                             |            |   |                                               |   |            |  
|Investments                                                           |  |                                             | (1,088,777 | ) |                                               |   | 329,251    |  
|Foreign currency transactions and forward currency exchange contracts |  |                                             | (159,370   | ) |                                               |   | 57,197     |  
|Written options                                                       |  |                                             | 322,864    |   |                                               |   | 322,864    |  
|Futures contracts                                                     |  |                                             | (2,383,631 | ) |                                               |   | 80,210     |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Net realized gain (loss)                                              |  |                                             | (3,308,914 | ) |                                               |   | 789,522    |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Change in net unrealized appreciation (depreciation) on:              |  |                                             |            |   |                                               |   |            |  
|Investments                                                           |  |                                             | (1,867,706 | ) |                                               |   | (1,966,967 | )
|Foreign currency transactions and forward currency exchange contracts |  |                                             | 45,466     |   |                                               |   | 419,460    |  
|Written options                                                       |  |                                             | 42,234     |   |                                               |   | 30,372     |  
|Futures contracts                                                     |  |                                             | (1,179,745 | ) |                                               |   | (497,677   | )
|Swaps contracts                                                       |  |                                             | 285,223    |   |                                               |   | 8,574      |  
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Change in net unrealized appreciation (depreciation)                  |  |                                             | (2,674,528 | ) |                                               |   | (2,006,238 | )
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Net realized and unrealized gain (loss)                               |  |                                             | (5,983,442 | ) |                                               |   | (1,216,716 | )
|                                                                      |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations       |  | $                                           | (5,036,404 | ) |                                               | $ | 307,734    |  
|                                                                      |  |                                             |            |   |                                               |   |            |  



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



13



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Intermediate Bond Fund

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |             |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            | 947,038     |   |                                               | $ | 1,524,450   |  
|Net realized gain (loss)                                                     |  |                                              | (3,308,914  | ) |                                               |   | 789,522     |  
|Change in net unrealized appreciation (depreciation)                         |  |                                              | (2,674,528  | ) |                                               |   | (2,006,238  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | (5,036,404  | ) |                                               |   | 307,734     |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Participant transactions                                                     |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued*                                                  |  |                                              | 184,377,857 |   |                                               |   | 196,544,805 |  
|Cost of units redeemed                                                       |  |                                              | (5,464,850  | ) |                                               |   | (14,183,492 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 178,913,007 |   |                                               |   | 182,361,313 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Total increase (decrease) in net assets                                      |  |                                              | 173,876,603 |   |                                               |   | 182,669,047 |  
|Net Assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 244,803,005 |   |                                               |   | 236,010,561 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 418,679,608 |   |                                               | $ | 418,679,608 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 13,249,005  |   |                                               |   | 13,060,672  |  
|Issued*                                                                      |  |                                              | 10,189,163  |   |                                               |   | 10,854,435  |  
|Redeemed                                                                     |  |                                              | (302,303    | ) |                                               |   | (779,242    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 23,135,865  |   |                                               |   | 23,135,865  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  

---

|* | Includes Balanced Fund transaction of $173,984,004 and 9,614,275 units issued reflecting the transfer of the fixed income receivable portion of Balanced Fund, including interest
receivable, into the Fund in exchange for units of the Fund as of June 30, 2004.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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



Intermediate Bond Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                             |  |                                             |         |    |                                               |   |         |  
|------------------------------------------------------------ |  | ------------------------------------------- | ------- | -- | --------------------------------------------- | - | ------- | -
|                                                             |  | For the periodApril 1, 2004to June 30, 2004 |         |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.10    |    |                                               | $ | 0.18    |  
|Net expenses                                                |  |                                             | (0.03   | )  |                                               |   | (0.07   | )
|                                                             |  |                                             |         |    |                                               |   |         |  
|Net investment income (loss)                                 |  |                                             | 0.07    |    |                                               |   | 0.11    |  
|Net realized and unrealized gain (loss)                      |  |                                             | (0.44   | )  |                                               |   | (0.08   | )
|                                                             |  |                                             |         |    |                                               |   |         |  
|Net increase (decrease) in unit value                        |  |                                             | (0.37   | )  |                                               |   | 0.03    |  
|Net asset value at beginning of period                       |  |                                             | 18.47   |    |                                               |   | 18.07   |  
|                                                             |  |                                             |         |    |                                               |   |         |  
|Net asset value at end of period                             |  | $                                           | 18.10   |    |                                               | $ | 18.10   |  
|                                                             |  |                                             |         |    |                                               |   |         |  
|Ratio of net expenses to average net assets*                 |  |                                             | 0.75    | %  |                                               |   | 0.75    | %
|Ratio of net investment income (loss) to average net assets* |  |                                             | 1.57    | %  |                                               |   | 1.27    | %
|Portfolio turnover**                                         |  |                                             | 69      | %  |                                               |   | 122     | %
|Total return**                                               |  |                                             | (2.06   | )% |                                               |   | 0.00    | %
|Assets at end of period (in thousands)                       |  | $                                           | 418,680 |    |                                               | $ | 418,680 |  

---

|* | 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.



15



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##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |               |            
|-------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |            
|Investments, at value (cost of $106,907,264)                                     |  | $             | 132,544,581
|Foreign currency, at value (cost of $529,190)                                    |  |               | 530,443    
|Cash                                                                             |  |               | 6,150      
|Receivable for foreign currency sold                                             |  |               | 205,703    
|Dividends receivable                                                             |  |               | 295,274    
|Tax reclaims receivable                                                          |  |               | 151,968    
|                                                                                 |  |               |            
|Total assets                                                                     |  |               | 133,734,119
|                                                                                 |  |               |            
|Liabilities                                                                      |  |               |            
|Payable for investments purchased                                                |  |               | 543,359    
|Payable for fund units redeemed                                                  |  |               | 609,298    
|Payable for foreign currency purchased                                           |  |               | 205,247    
|Tax withholding payable                                                          |  |               | 25,904     
|Investment advisory fee payable                                                  |  |               | 65,039     
|State Street Bank and Trust Companyprogram fee payable                          |  |               | 29,858     
|Trustee, management and administration fees payable                              |  |               | 8,330      
|American Bar Retirement Associationprogram fee payable                          |  |               | 4,760      
|Other accruals                                                                   |  |               | 5,013      
|                                                                                 |  |               |            
|Total liabilities                                                                |  |               | 1,496,808  
|                                                                                 |  |               |            
|Net assets (equivalent to $ 18.87 per unit based on 7,005,959 units outstanding) |  | $             | 132,237,311
|                                                                                 |  |               |            







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



16



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Statement of Operations

Unaudited



|                                                                              |  |                                             |            |   |                                               |   |            |  
|----------------------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | --------------------------------------------- | - | ---------- | -
|                                                                              |  | For the periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                                             |  |                                             |            |   |                                               |   |            |  
|Dividends (net of foreign tax expense $159,937 and of $208,394, respectively) |  | $                                           | 1,504,280  |   |                                               | $ | 2,097,936  |  
|Interest                                                                      |  |                                             | 13,341     |   |                                               |   | 24,761     |  
|Securities lending income                                                     |  |                                             | 24,645     |   |                                               |   | 25,317     |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Total investment income                                                       |  |                                             | 1,542,266  |   |                                               |   | 2,148,014  |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Expenses                                                                      |  |                                             |            |   |                                               |   |            |  
|Investment advisory fee                                                       |  |                                             | 193,732    |   |                                               |   | 380,503    |  
|State Street Bank and Trust Companyprogram fee                               |  |                                             | 91,857     |   |                                               |   | 179,697    |  
|American Bar Retirement Associationprogram fee                               |  |                                             | 14,190     |   |                                               |   | 27,804     |  
|Trustee, management and administration fees                                   |  |                                             | 24,842     |   |                                               |   | 48,647     |  
|Reports to unitholders                                                        |  |                                             | 6,360      |   |                                               |   | 12,314     |  
|Legal and audit fees                                                          |  |                                             | 7,829      |   |                                               |   | 15,156     |  
|Registration fees                                                             |  |                                             | 489        |   |                                               |   | 947        |  
|Other fees                                                                    |  |                                             | 1,631      |   |                                               |   | 3,158      |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Total expenses                                                                |  |                                             | 340,930    |   |                                               |   | 668,226    |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Net investment income (loss)                                                  |  |                                             | 1,201,336  |   |                                               |   | 1,479,788  |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Net realized and unrealized gain (loss)                                       |  |                                             |            |   |                                               |   |            |  
|Net realized gain (loss) on:                                                  |  |                                             |            |   |                                               |   |            |  
|Investment securities                                                         |  |                                             | 2,042,355  |   |                                               |   | 6,046,869  |  
|Foreign currency                                                              |  |                                             | (20,915    | ) |                                               |   | (31,007    | )
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Net realized gain (loss)                                                      |  |                                             | 2,021,440  |   |                                               |   | 6,015,862  |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Change in net unrealized appreciation (depreciation) on:                      |  |                                             |            |   |                                               |   |            |  
|Investment Securities                                                         |  |                                             | (2,294,308 | ) |                                               |   | (3,141,290 | )
|Foreign Currency                                                              |  |                                             | (2,468     | ) |                                               |   | (10,891    | )
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Change in net unrealized appreciation (depreciation)                          |  |                                             | (2,296,776 | ) |                                               |   | (3,152,181 | )
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Net realized and unrealized gain (loss)                                       |  |                                             | (275,336   | ) |                                               |   | 2,863,681  |  
|                                                                              |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations               |  | $                                           | 926,000    |   |                                               | $ | 4,343,469  |  
|                                                                              |  |                                             |            |   |                                               |   |            |  





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



17



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



International Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                  |  |                                              |             |   |                                               |   |             |  
|----------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                  |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                   |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                      |  | $                                            | 1,201,336   |   |                                               | $ | 1,479,788   |  
|Net realized gain (loss)                                          |  |                                              | 2,021,440   |   |                                               |   | 6,015,862   |  
|Change in net unrealized appreciation (depreciation)              |  |                                              | (2,296,776  | ) |                                               |   | (3,152,181  | )
|                                                                  |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations   |  |                                              | 926,000     |   |                                               |   | 4,343,469   |  
|                                                                  |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                      |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                        |  |                                              | 7,590,497   |   |                                               |   | 28,205,077  |  
|Cost of units redeemed                                            |  |                                              | (2,445,925  | ) |                                               |   | (15,677,327 | )
|                                                                  |  |                                              |             |   |                                               |   |             |  
|Net increase in net assets resulting from unitholder transactions |  |                                              | 5,144,572   |   |                                               |   | 12,527,750  |  
|                                                                  |  |                                              |             |   |                                               |   |             |  
|Net increase in net assets                                        |  |                                              | 6,070,572   |   |                                               |   | 16,871,219  |  
|                                                                  |  |                                             
|Net Assets                                                        |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                               |  |                                              | 126,166,739 |   |                                               |   | 115,366,092 |  
|                                                                  |  |                                              |             |   |                                               |   |             |  
|End of period                                                     |  | $                                            | 132,237,311 |   |                                               | $ | 132,237,311 |  
|                                                                  |  |                                              |             |   |                                               |   |             |  
|Number of units                                                   |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                   |  |                                              | 6,730,608   |   |                                               |   | 6,331,977   |  
|Issued                                                            |  |                                              | 406,079     |   |                                               |   | 1,511,855   |  
|Redeemed                                                          |  |                                              | (130,728    | ) |                                               |   | (837,873    | )
|                                                                  |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                         |  |                                              | 7,005,959   |   |                                               |   | 7,005,959   |  
|                                                                  |  |                                              |             |   |                                               |   |             |  





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



18



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##### 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 periodApril 1, 2004to June 30, 2004 |         |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.22    |   |                                               | $ | 0.32    |  
|Net expenses                                                |  |                                             | (0.05   | ) |                                               |   | (0.10   | )
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net investment income (loss)                                 |  |                                             | 0.17    |   |                                               |   | 0.22    |  
|Net realized and unrealized gain (loss)                      |  |                                             | (0.05   | ) |                                               |   | 0.43    |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net increase in unit value                                   |  |                                             | 0.12    |   |                                               |   | 0.65    |  
|Net asset value at beginning of period                       |  |                                             | 18.75   |   |                                               |   | 18.22   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net asset value at end of period                             |  | $                                           | 18.87   |   |                                               | $ | 18.87   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Ratio of net expenses to average net assets*                 |  |                                             | 1.07    | % |                                               |   | 1.07    | %
|Ratio of net investment income (loss) to average net assets* |  |                                             | 3.76    | % |                                               |   | 2.36    | %
|Portfolio turnover**                                         |  |                                             | 7       | % |                                               |   | 18      | %
|Total return**                                               |  |                                             | 0.64    | % |                                               |   | 3.57    | %
|Net assets at end of period (in thousands)                   |  | $                                           | 132,237 |   |                                               | $ | 132,237 |  

---

|* | 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.



19



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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



|                                                                                  |  |               |            
|--------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                  |  | June 30, 2004
|Assets                                                                            |  |               |            
|Investments, at value (cost of $710,058,067)                                      |  | $             | 845,367,255
|Receivable for investments sold                                                   |  |               | 973,388    
|Dividends and interest receivable                                                 |  |               | 322,578    
|                                                                                  |  |               |            
|Total assets                                                                      |  |               | 846,663,221
|                                                                                  |  |               |            
|Liabilities                                                                       |  |               |            
|Payable for investments purchased                                                 |  |               | 21,717     
|Payable for fund units redeemed                                                   |  |               | 1,166,439  
|Investment advisory fee payable                                                   |  |               | 378,288    
|State Street Bank and Trust Companyprogram fee payable                           |  |               | 190,599    
|Trustee, management and administration fees payable                               |  |               | 53,305     
|American Bar Retirement Associationprogram fee payable                           |  |               | 30,507     
|Other accruals                                                                    |  |               | 46,569     
|                                                                                  |  |               |            
|Total liabilities                                                                 |  |               | 1,887,424  
|                                                                                  |  |               |            
|Net assets (equivalent to $ 44.56 per unit based on 18,959,013 units outstanding) |  | $             | 844,775,797
|                                                                                  |  |               |            







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 Growth Equity Fund

Statement of Operations

Unaudited



|                                                                          |  |                                             |            |                                               |   |           
|------------------------------------------------------------------------- |  | ------------------------------------------- | ---------- | --------------------------------------------- | - | ----------
|                                                                          |  | For the periodApril 1, 2004to June 30, 2004 |            | For the periodJanuary 1, 2004to June 30, 2004
|Investment income                                                         |  |                                             |            |                                               |   |           
|Dividends (net of foreign tax expense of $5,415 and $41,885 respectively) |  | $                                           | 1,555,894  |                                               | $ | 3,229,845 
|Interest                                                                  |  |                                             | 22,538     |                                               |   | 46,694    
|Securities lending income                                                 |  |                                             | 18,817     |                                               |   | 26,192    
|                                                                          |  |                                             |            |                                               |   |           
|Total investment income                                                   |  |                                             | 1,597,249  |                                               |   | 3,302,731 
|                                                                          |  |                                             |            |                                               |   |           
|Expenses                                                                  |  |                                             |            |                                               |   |           
|Investment advisory fee                                                   |  |                                             | 378,436    |                                               |   | 765,122   
|State Street Bank and Trust Companyprogram fee                           |  |                                             | 599,208    |                                               |   | 1,211,760 
|American Bar Retirement Associationprogram fee                           |  |                                             | 92,614     |                                               |   | 187,556   
|Trustee, management and administration fees                               |  |                                             | 162,030    |                                               |   | 328,094   
|Reports to unitholders                                                    |  |                                             | 41,509     |                                               |   | 83,040    
|Legal and audit fees                                                      |  |                                             | 51,088     |                                               |   | 102,203   
|Registration fees                                                         |  |                                             | 3,193      |                                               |   | 6,388     
|Other fees                                                                |  |                                             | 10,643     |                                               |   | 21,292    
|                                                                          |  |                                             |            |                                               |   |           
|Total expenses                                                            |  |                                             | 1,338,721  |                                               |   | 2,705,455 
|                                                                          |  |                                             |            |                                               |   |           
|Net investment income (loss)                                              |  |                                             | 258,528    |                                               |   | 597,276   
|                                                                          |  |                                             |            |                                               |   |           
|Net Realized and unrealized gain (loss) on investments:                   |  |                                             |            |                                               |   |           
|Net realized gain (loss)                                                  |  |                                             | 5,707,193  |                                               |   | 14,925,089
|Change in net unrealized appreciation (depreciation)                      |  |                                             | 5,327,269  |                                               |   | 4,267,612 
|                                                                          |  |                                             |            |                                               |   |           
|Net realized and unrealized gain (loss)                                   |  |                                             | 11,034,462 |                                               |   | 19,192,701
|                                                                          |  |                                             |            |                                               |   |           
|Net increase (decrease) in net assets resulting from operations           |  | $                                           | 11,292,990 |                                               | $ | 19,789,977
|                                                                          |  |                                             |            |                                               |   |           





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



21



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##### 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 periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            | 258,528     |   |                                               | $ | 597,276     |  
|Net realized gain (loss)                                                     |  |                                              | 5,707,193   |   |                                               |   | 14,925,089  |  
|Change in net unrealized appreciation (depreciation) on investments          |  |                                              | 5,327,269   |   |                                               |   | 4,267,612   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | 11,292,990  |   |                                               |   | 19,789,977  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 8,682,053   |   |                                               |   | 22,176,278  |  
|Cost of units redeemed                                                       |  |                                              | (16,462,714 | ) |                                               |   | (37,283,142 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | (7,780,661  | ) |                                               |   | (15,106,864 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | 3,512,329   |   |                                               |   | 4,683,113   |  
|Net Assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 841,263,468 |   |                                               |   | 840,092,684 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 844,775,797 |   |                                               | $ | 844,775,797 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 19,138,481  |   |                                               |   | 19,301,445  |  
|Issued                                                                       |  |                                              | 196,084     |   |                                               |   | 499,240     |  
|Redeemed                                                                     |  |                                              | (375,552    | ) |                                               |   | (841,672    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 18,959,013  |   |                                               |   | 18,959,013  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  





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 Growth Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                             |  |                                             |         |   |                                               |   |         |  
|------------------------------------------------------------ |  | ------------------------------------------- | ------- | - | --------------------------------------------- | - | ------- | -
|                                                             |  | For the periodApril 1, 2004to June 30, 2004 |         |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.08    |   |                                               | $ | 0.17    |  
|Net expenses                                                |  |                                             | (0.07   | ) |                                               |   | (0.14   | )
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net investment income (loss)                                 |  |                                             | 0.01    |   |                                               |   | 0.03    |  
|Net realized and unrealized gain (loss)                      |  |                                             | 0.59    |   |                                               |   | 1.01    |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net increase (decrease) in unit value                        |  |                                             | 0.60    |   |                                               |   | 1.04    |  
|Net asset value at beginning of period                       |  |                                             | 43.96   |   |                                               |   | 43.52   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net asset value at end of period                             |  | $                                           | 44.56   |   |                                               | $ | 44.56   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Ratio of net expenses to average net assets*                 |  |                                             | 0.64    | % |                                               |   | 0.64    | %
|Ratio of net investment income (loss) to average net assets* |  |                                             | 0.12    | % |                                               |   | 0.14    | %
|Portfolio turnover**                                         |  |                                             | 8       | % |                                               |   | 15      | %
|Total return**                                               |  |                                             | 1.36    | % |                                               |   | 2.39    | %
|Net assets at end of period (in thousands)                   |  | $                                           | 844,776 |   |                                               | $ | 844,776 |  

---

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

|** | Not annualized. With respect to the portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of the collective
investment fund in which the Fund invests, rather than turnover of the underlying portfolio of such collective investment fund.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.



23



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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



|                                                                                  |  |               |            
|--------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                  |  | June 30, 2004
|Assets                                                                            |  |               |            
|Investments, at value (cost of $274,127,361)                                      |  | $             | 314,961,992
|Cash                                                                              |  |               | 35,185     
|Dividends and interest receivable                                                 |  |               | 314,376    
|                                                                                  |  |               |            
|Total assets                                                                      |  |               | 315,311,553
|                                                                                  |  |               |            
|Liabilities                                                                       |  |               |            
|Payable for investments purchased                                                 |  |               | 6,856      
|Payable for fund units redeemed                                                   |  |               | 1,386,373  
|Investment advisory fee payable                                                   |  |               | 53,972     
|State Street Bank and Trust Companyprogram fee payable                           |  |               | 70,471     
|Trustee, management and administration fees payable                               |  |               | 19,679     
|American Bar Retirement Associationprogram fee payable                           |  |               | 11,262     
|Other accruals                                                                    |  |               | 13,276     
|                                                                                  |  |               |            
|Total liabilities                                                                 |  |               | 1,561,889  
|                                                                                  |  |               |            
|Net assets (equivalent to $ 30.99 per unit based on 10,124,475 units outstanding) |  | $             | 313,749,664
|                                                                                  |  |               |            







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



Large-Cap Value Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                             |            |   |                                               |   |           
|--------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | --------------------------------------------- | - | ----------
|                                                                |  | For the periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004
|Investment income                                               |  |                                             |            |   |                                               |   |           
|Dividends (net of taxes of $1,744 and $3,897, respectively)     |  | $                                           | 1,292,498  |   |                                               | $ | 2,548,553 
|Interest                                                        |  |                                             | 22,805     |   |                                               |   | 43,499    
|Securities lending income                                       |  |                                             | 5,068      |   |                                               |   | 8,241     
|                                                                |  |                                             |            |   |                                               |   |           
|Total investment income                                         |  |                                             | 1,320,371  |   |                                               |   | 2,600,293 
|                                                                |  |                                             |            |   |                                               |   |           
|Expenses                                                        |  |                                             |            |   |                                               |   |           
|Investment advisory fee                                         |  |                                             | 162,255    |   |                                               |   | 322,867   
|State Street Bank and Trust Companyprogram fee                 |  |                                             | 219,269    |   |                                               |   | 433,469   
|American Bar Retirement Associationprogram fee                 |  |                                             | 33,918     |   |                                               |   | 67,073    
|Trustee, management and administration fees                     |  |                                             | 59,297     |   |                                               |   | 117,352   
|Reports to unitholders                                          |  |                                             | 15,169     |   |                                               |   | 29,712    
|Legal and audit fees                                            |  |                                             | 18,669     |   |                                               |   | 36,569    
|Registration fees                                               |  |                                             | 1,167      |   |                                               |   | 2,286     
|Other fees                                                      |  |                                             | 3,889      |   |                                               |   | 7,617     
|                                                                |  |                                             |            |   |                                               |   |           
|Total expenses                                                  |  |                                             | 513,633    |   |                                               |   | 1,016,945 
|                                                                |  |                                             |            |   |                                               |   |           
|Net investment income (loss)                                    |  |                                             | 806,738    |   |                                               |   | 1,583,348 
|                                                                |  |                                             |            |   |                                               |   |           
|Net realized and unrealized gain (loss) on investments:         |  |                                             |            |   |                                               |   |           
|Net realized gain (loss)                                        |  |                                             | 3,605,039  |   |                                               |   | 9,126,174 
|Change in net unrealized appreciation (depreciation)            |  |                                             | (2,066,958 | ) |                                               |   | 2,325,761 
|                                                                |  |                                             |            |   |                                               |   |           
|Net realized and unrealized gain (loss)                         |  |                                             | 1,538,081  |   |                                               |   | 11,451,935
|                                                                |  |                                             |            |   |                                               |   |           
|Net increase (decrease) in net assets resulting from operations |  | $                                           | 2,344,819  |   |                                               | $ | 13,035,283
|                                                                |  |                                             |            |   |                                               |   |           





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



25



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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 periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            | 806,738     |   |                                               | $ | 1,583,348   |  
|Net realized gain (loss)                                                     |  |                                              | 3,605,039   |   |                                               |   | 9,126,174   |  
|Change in net unrealized appreciation (depreciation)                         |  |                                              | (2,066,958  | ) |                                               |   | 2,325,761   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | 2,344,819   |   |                                               |   | 13,035,283  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 19,154,920  |   |                                               |   | 52,866,114  |  
|Cost of units redeemed                                                       |  |                                              | (10,267,466 | ) |                                               |   | (38,256,200 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 8,887,454   |   |                                               |   | 14,609,914  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | 11,232,273  |   |                                               |   | 27,645,197  |  
|Net assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 302,517,391 |   |                                               |   | 286,104,467 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 313,749,664 |   |                                               | $ | 313,749,664 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 9,836,885   |   |                                               |   | 9,647,368   |  
|Issued                                                                       |  |                                              | 624,889     |   |                                               |   | 1,727,639   |  
|Redeemed                                                                     |  |                                              | (337,299    | ) |                                               |   | (1,250,532  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 10,124,475  |   |                                               |   | 10,124,475  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  





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



26



---

##### 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 periodApril 1, 2004to June 30, 2004 |         |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.13    |   |                                               | $ | 0.26    |  
|Net expenses                                                |  |                                             | (0.05   | ) |                                               |   | (0.10   | )
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net investment income (loss)                                 |  |                                             | 0.08    |   |                                               |   | 0.16    |  
|Net realized and unrealized gain (loss)                      |  |                                             | 0.16    |   |                                               |   | 1.17    |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net increase (decrease) in unit value                        |  |                                             | 0.24    |   |                                               |   | 1.33    |  
|Net asset value at beginning of period                       |  |                                             | 30.75   |   |                                               |   | 29.66   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net asset value at end of period                             |  | $                                           | 30.99   |   |                                               | $ | 30.99   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Ratio of net expenses to average net assets*                 |  |                                             | 0.67    | % |                                               |   | 0.67    | %
|Ratio of net investment income (loss) to average net assets* |  |                                             | 1.06    | % |                                               |   | 1.05    | %
|Portfolio turnover**                                         |  |                                             | 6       | % |                                               |   | 14      | %
|Total return**                                               |  |                                             | 0.78    | % |                                               |   | 4.48    | %
|Net assets at end of period (in thousands)                   |  | $                                           | 313,750 |   |                                               | $ | 313,750 |  

---

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

|** | Not annualized. With respect to the portion of the Funds assets invested in a collective investment fund, portfolio turnover reflects purchases and sales of the collective
investment fund in which the Fund invests, rather than turnover of the underlying portfolio of such collective investment fund.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.



27



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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



|                                                                                 |  |               |           
|-------------------------------------------------------------------------------- |  | ------------- | ----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |           
|Investments, at value (cost of $57,011,770)                                      |  | $             | 63,037,607
|Cash                                                                             |  |               | 1,035     
|Receivable for investments sold                                                  |  |               | 1,963,431 
|Dividends and interest receivable                                                |  |               | 12,708    
|                                                                                 |  |               |           
|Total assets                                                                     |  |               | 65,014,781
|                                                                                 |  |               |           
|Liabilities                                                                      |  |               |           
|Payable for investments purchased                                                |  |               | 1,540,419 
|Payable for fund units redeemed                                                  |  |               | 67,120    
|Investment advisory fee payable                                                  |  |               | 97,928    
|State Street Bank and Trust Companyprogram fee payable                          |  |               | 13,887    
|Trustee, management and administration fees payable                              |  |               | 3,874     
|American Bar Retirement Associationprogram fee payable                          |  |               | 2,218     
|Other accruals                                                                   |  |               | 1,508     
|                                                                                 |  |               |           
|Total liabilities                                                                |  |               | 1,726,954 
|                                                                                 |  |               |           
|Net assets (equivalent to $ 17.46 per unit based on 3,624,838 units outstanding) |  | $             | 63,287,827
|                                                                                 |  |               |           







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 Growth Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                             |          |   |                                               |   |           |  
|--------------------------------------------------------------- |  | ------------------------------------------- | -------- | - | --------------------------------------------- | - | --------- | -
|                                                                |  | For the periodApril 1, 2004to June 30, 2004 |          |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                               |  |                                             |          |   |                                               |   |           |  
|Dividends                                                       |  | $                                           | 51,619   |   |                                               | $ | 73,431    |  
|Interest                                                        |  |                                             | 5,008    |   |                                               |   | 14,711    |  
|Securities lending income                                       |  |                                             | 4,265    |   |                                               |   | 5,146     |  
|                                                                |  |                                             |          |   |                                               |   |           |  
|Total investment income                                         |  |                                             | 60,892   |   |                                               |   | 93,288    |  
|                                                                |  |                                             |          |   |                                               |   |           |  
|Expenses                                                        |  |                                             |          |   |                                               |   |           |  
|Investment advisory fee                                         |  |                                             | 97,928   |   |                                               |   | 189,747   |  
|State Street Bank and Trust Companyprogram fee                 |  |                                             | 43,981   |   |                                               |   | 84,833    |  
|American Bar Retirement Associationprogram fee                 |  |                                             | 6,798    |   |                                               |   | 13,126    |  
|Trustee, management and administration fees                     |  |                                             | 11,893   |   |                                               |   | 22,956    |  
|Reports to unitholders                                          |  |                                             | 3,043    |   |                                               |   | 5,809     |  
|Legal and audit fees                                            |  |                                             | 3,744    |   |                                               |   | 7,149     |  
|Registration fees                                               |  |                                             | 234      |   |                                               |   | 447       |  
|Other fees                                                      |  |                                             | 780      |   |                                               |   | 1,489     |  
|                                                                |  |                                             |          |   |                                               |   |           |  
|Total expenses                                                  |  |                                             | 168,401  |   |                                               |   | 325,556   |  
|                                                                |  |                                             |          |   |                                               |   |           |  
|Net investment income (loss)                                    |  |                                             | (107,509 | ) |                                               |   | (232,268  | )
|                                                                |  |                                             |          |   |                                               |   |           |  
|Net realized and unrealized gain (loss) on investments:         |  |                                             |          |   |                                               |   |           |  
|Net realized gain (loss)                                        |  |                                             | 560,467  |   |                                               |   | 1,861,443 |  
|Change in net unrealized appreciation (depreciation)            |  |                                             | (411,481 | ) |                                               |   | (379,144  | )
|                                                                |  |                                             |          |   |                                               |   |           |  
|Net realized and unrealized gain (loss)                         |  |                                             | 148,986  |   |                                               |   | 1,482,299 |  
|                                                                |  |                                             |          |   |                                               |   |           |  
|Net increase (decrease) in net assets resulting from operations |  | $                                           | 41,477   |   |                                               | $ | 1,250,031 |  
|                                                                |  |                                             |          |   |                                               |   |           |  





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



29



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##### 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 periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                             |            |   |                                               |   |            |  
|Net investment income (loss)                                                 |  | $                                           | (107,509   | ) |                                               | $ | (232,268   | )
|Net realized gain (loss)                                                     |  |                                             | 560,467    |   |                                               |   | 1,861,443  |  
|Change in net unrealized appreciation (depreciation)                         |  |                                             | (411,481   | ) |                                               |   | (379,144   | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations              |  |                                             | 41,477     |   |                                               |   | 1,250,031  |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|From unitholder transactions                                                 |  |                                             |            |   |                                               |   |            |  
|Proceeds from units issued                                                   |  |                                             | 6,566,232  |   |                                               |   | 21,414,757 |  
|Cost of units redeemed                                                       |  |                                             | (4,416,658 | ) |                                               |   | (6,728,661 | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                             | 2,149,574  |   |                                               |   | 14,686,096 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets                                        |  |                                             | 2,191,051  |   |                                               |   | 15,936,127 |  
|                                                                             |  |                                            
|Net assets                                                                   |  |                                             |            |   |                                               |   |            |  
|Beginning of period                                                          |  |                                             | 61,096,776 |   |                                               |   | 47,351,700 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|End of period                                                                |  | $                                           | 63,287,827 |   |                                               | $ | 63,287,827 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Number of units                                                              |  |                                             |            |   |                                               |   |            |  
|Outstanding-beginning of period                                              |  |                                             | 3,507,975  |   |                                               |   | 2,796,112  |  
|Issued                                                                       |  |                                             | 379,226    |   |                                               |   | 1,228,027  |  
|Redeemed                                                                     |  |                                             | (262,363   | ) |                                               |   | (399,301   | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Outstanding-end of period                                                    |  |                                             | 3,624,838  |   |                                               |   | 3,624,838  |  
|                                                                             |  |                                             |            |   |                                               |   |            |  





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



30



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##### 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 periodApril 1, 2004to June 30, 2004 |        |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.02   |    |                                               | $ | 0.03   |   
|Net expenses                                                |  |                                             | (0.04  | )  |                                               |   | (0.09  | ) 
|                                                             |  |                                             |        |    |                                               |   |        |   
|Net investment income (loss)                                 |  |                                             | (0.02  | )  |                                               |   | (0.06  | ) 
|Net realized and unrealized gain (loss)                      |  |                                             | 0.06   |    |                                               |   | 0.59   |   
|                                                             |  |                                             |        |    |                                               |   |        |   
|Net increase (decrease) in unit value                        |  |                                             | 0.04   |    |                                               |   | 0.53   |   
|Net asset value at beginning of period                       |  |                                             | 17.42  |    |                                               |   | 16.93  |   
|                                                             |  |                                             |        |    |                                               |   |        |   
|Net asset value at end of period                             |  | $                                           | 17.46  |    |                                               | $ | 17.46  |   
|                                                             |  |                                             |        |    |                                               |   |        |   
|Ratio of net expenses to average net assets*                 |  |                                             | 1.10   | %  |                                               |   | 1.10   | % 
|Ratio of net investment income (loss) to average net assets* |  |                                             | (0.70  | )% |                                               |   | (0.79  | )%
|Portfolio turnover**                                         |  |                                             | 44     | %  |                                               |   | 83     | % 
|Total return**                                               |  |                                             | 0.23   | %  |                                               |   | 3.13   | % 
|Net assets at end of period (in thousands)                   |  | $                                           | 63,288 |    |                                               | $ | 63,288 |   

---

|* | 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.



31



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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



|                                                                                 |  |               |           
|-------------------------------------------------------------------------------- |  | ------------- | ----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |           
|Investments, at value (cost of $40,131,152)                                      |  | $             | 46,422,375
|Cash                                                                             |  |               | 3,211     
|Receivable for fund units issued                                                 |  |               | 28,469    
|Dividends and interest receivable                                                |  |               | 32,784    
|                                                                                 |  |               |           
|Total assets                                                                     |  |               | 46,486,839
|                                                                                 |  |               |           
|Liabilities                                                                      |  |               |           
|Payable for investments purchased                                                |  |               | 1,899,900 
|Payable for fund units redeemed                                                  |  |               | 17,766    
|Investment advisory fee payable                                                  |  |               | 21,926    
|State Street Bank and Trust Companyprogram fee payable                          |  |               | 9,929     
|Trustee, management and administration fees payable                              |  |               | 2,761     
|American Bar Retirement Associationprogram fee payable                          |  |               | 1,574     
|Other accruals                                                                   |  |               | 1,270     
|                                                                                 |  |               |           
|Total liabilities                                                                |  |               | 1,955,126 
|                                                                                 |  |               |           
|Net assets (equivalent to $ 13.25 per unit based on 3,361,920 units outstanding) |  | $             | 44,531,713
|                                                                                 |  |               |           







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



Mid-Cap Value Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                             |          |   |                                               |   |          
|--------------------------------------------------------------- |  | ------------------------------------------- | -------- | - | --------------------------------------------- | - | ---------
|                                                                |  | For the periodApril 1, 2004to June 30, 2004 |          |   | For the periodJanuary 1, 2004to June 30, 2004
|Investment income                                               |  |                                             |          |   |                                               |   |          
|Dividends                                                       |  | $                                           | 124,288  |   |                                               | $ | 219,564  
|Interest                                                        |  |                                             | 7,409    |   |                                               |   | 17,324   
|Securities lending income                                       |  |                                             | 1,187    |   |                                               |   | 1,528    
|                                                                |  |                                             |          |   |                                               |   |          
|Total investment income                                         |  |                                             | 132,884  |   |                                               |   | 238,416  
|                                                                |  |                                             |          |   |                                               |   |          
|Expenses                                                        |  |                                             |          |   |                                               |   |          
|Investment advisory fee                                         |  |                                             | 64,181   |   |                                               |   | 121,755  
|State Street Bank and Trust Companyprogram fee                 |  |                                             | 29,748   |   |                                               |   | 55,596   
|American Bar Retirement Associationprogram fee                 |  |                                             | 4,594    |   |                                               |   | 8,599    
|Trustee, management and administration fees                     |  |                                             | 8,049    |   |                                               |   | 15,053   
|Reports to unitholders                                          |  |                                             | 2,061    |   |                                               |   | 3,812    
|Legal and audit fees                                            |  |                                             | 2,536    |   |                                               |   | 4,692    
|Registration fees                                               |  |                                             | 158      |   |                                               |   | 293      
|Other fees                                                      |  |                                             | 528      |   |                                               |   | 977      
|                                                                |  |                                             |          |   |                                               |   |          
|Total expenses                                                  |  |                                             | 111,855  |   |                                               |   | 210,777  
|                                                                |  |                                             |          |   |                                               |   |          
|Net investment income (loss)                                    |  |                                             | 21,029   |   |                                               |   | 27,639   
|                                                                |  |                                             |          |   |                                               |   |          
|Net realized and unrealized gain (loss) on investments:         |  |                                             |          |   |                                               |   |          
|Net realized gain (loss)                                        |  |                                             | 89,675   |   |                                               |   | 345,063  
|Change in net unrealized appreciation (depreciation)            |  |                                             | (176,072 | ) |                                               |   | 879,192  
|                                                                |  |                                             |          |   |                                               |   |          
|Net realized and unrealized gain (loss)                         |  |                                             | (86,397  | ) |                                               |   | 1,224,255
|                                                                |  |                                             |          |   |                                               |   |          
|Net increase (decrease) in net assets resulting from operations |  | $                                           | (65,368  | ) |                                               | $ | 1,251,894
|                                                                |  |                                             |          |   |                                               |   |          





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



33



---

##### 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 periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                             |            |   |                                               |   |            |  
|Net investment income (loss)                                                 |  | $                                           | 21,029     |   |                                               | $ | 27,639     |  
|Net realized gain (loss)                                                     |  |                                             | 89,675     |   |                                               |   | 345,063    |  
|Change in net unrealized appreciation (depreciation)                         |  |                                             | (176,072   | ) |                                               |   | 879,192    |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations              |  |                                             | (65,368    | ) |                                               |   | 1,251,894  |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|From unitholder transactions                                                 |  |                                             |            |   |                                               |   |            |  
|Proceeds from units issued                                                   |  |                                             | 7,741,446  |   |                                               |   | 15,350,727 |  
|Cost of units redeemed                                                       |  |                                             | (1,910,121 | ) |                                               |   | (3,263,230 | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                             | 5,831,325  |   |                                               |   | 12,087,497 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets                                        |  |                                             | 5,765,957  |   |                                               |   | 13,339,391 |  
|                                                                             |  |                                            
|Net assets                                                                   |  |                                             |            |   |                                               |   |            |  
|Beginning of period                                                          |  |                                             | 38,765,756 |   |                                               |   | 31,192,322 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|End of period                                                                |  | $                                           | 44,531,713 |   |                                               | $ | 44,531,713 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Number of units                                                              |  |                                             |            |   |                                               |   |            |  
|Outstanding-beginning of period                                              |  |                                             | 2,920,957  |   |                                               |   | 2,443,658  |  
|Issued                                                                       |  |                                             | 588,110    |   |                                               |   | 1,169,543  |  
|Redeemed                                                                     |  |                                             | (147,147   | ) |                                               |   | (251,281   | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Outstanding-end of period                                                    |  |                                             | 3,361,920  |   |                                               |   | 3,361,920  |  
|                                                                             |  |                                             |            |   |                                               |   |            |  





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



34



---

##### 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 periodApril 1, 2004to June 30, 2004 |        |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.04   |    |                                               | $ | 0.08   |  
|Net expenses                                                |  |                                             | (0.03  | )  |                                               |   | (0.07  | )
|                                                             |  |                                             |        |    |                                               |   |        |  
|Net investment income (loss)                                 |  |                                             | 0.01   |    |                                               |   | 0.01   |  
|Net realized and unrealized gain (loss)                      |  |                                             | (0.03  | )  |                                               |   | 0.48   |  
|                                                             |  |                                             |        |    |                                               |   |        |  
|Net increase (decrease) in unit value                        |  |                                             | (0.02  | )  |                                               |   | 0.49   |  
|Net asset value at beginning of period                       |  |                                             | 13.27  |    |                                               |   | 12.76  |  
|                                                             |  |                                             |        |    |                                               |   |        |  
|Net asset value at end of period                             |  | $                                           | 13.25  |    |                                               | $ | 13.25  |  
|                                                             |  |                                             |        |    |                                               |   |        |  
|Ratio of net expenses to average net assets*                 |  |                                             | 1.08   | %  |                                               |   | 1.09   | %
|Ratio of net investment income (loss) to average net assets* |  |                                             | 0.20   | %  |                                               |   | 0.14   | %
|Portfolio turnover**                                         |  |                                             | 1      | %  |                                               |   | 4      | %
|Total return**                                               |  |                                             | (0.15  | )% |                                               |   | 3.84   | %
|Net assets at end of period (in thousands)                   |  | $                                           | 44,532 |    |                                               | $ | 44,532 |  

---

|* | 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.



35



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |               |            
|-------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |            
|Investments, at value (cost of $283,876,141)                                     |  | $             | 320,562,466
|Cash                                                                             |  |               | 20,904     
|Receivable for investments sold                                                  |  |               | 1,427,113  
|Dividends and interest receivable                                                |  |               | 219,112    
|                                                                                 |  |               |            
|Total assets                                                                     |  |               | 322,229,595
|                                                                                 |  |               |            
|Liabilities                                                                      |  |               |            
|Payable for investments purchased                                                |  |               | 999,928    
|Payable for fund units redeemed                                                  |  |               | 646,192    
|Investment advisory fee payable                                                  |  |               | 333,607    
|State Street Bank and Trust Companyprogram fee payable                          |  |               | 70,743     
|Trustee, management and administration fees payable                              |  |               | 19,805     
|American Bar Retirement Associationprogram fee payable                          |  |               | 11,325     
|Other accruals                                                                   |  |               | 13,140     
|                                                                                 |  |               |            
|Total liabilities                                                                |  |               | 2,094,740  
|                                                                                 |  |               |            
|Net assets (equivalent to $ 60.21 per unit based on 5,316,626 units outstanding) |  | $             | 320,134,855
|                                                                                 |  |               |            







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



36



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Statement of Operations

Unaudited



|                                                                |  |                                             |            |   |                                               |   |             |  
|--------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | --------------------------------------------- | - | ----------- | -
|                                                                |  | For the periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                               |  |                                             |            |   |                                               |   |             |  
|Dividends                                                       |  | $                                           | 497,228    |   |                                               | $ | 1,010,898   |  
|Interest                                                        |  |                                             | 29,140     |   |                                               |   | 67,880      |  
|Securities lending income                                       |  |                                             | 66,988     |   |                                               |   | 77,462      |  
|                                                                |  |                                             |            |   |                                               |   |             |  
|Total investment income                                         |  |                                             | 593,356    |   |                                               |   | 1,156,240   |  
|                                                                |  |                                             |            |   |                                               |   |             |  
|Expenses                                                        |  |                                             |            |   |                                               |   |             |  
|Investment advisory fee                                         |  |                                             | 333,608    |   |                                               |   | 676,355     |  
|State Street Bank and Trust Companyprogram fee                 |  |                                             | 225,543    |   |                                               |   | 458,246     |  
|American Bar Retirement Associationprogram fee                 |  |                                             | 34,864     |   |                                               |   | 70,939      |  
|Trustee, management and administration fees                     |  |                                             | 61,086     |   |                                               |   | 124,079     |  
|Reports to unitholders                                          |  |                                             | 15,631     |   |                                               |   | 27,510      |  
|Legal and audit fees                                            |  |                                             | 19,238     |   |                                               |   | 33,859      |  
|Registration fees                                               |  |                                             | 1,202      |   |                                               |   | 2,116       |  
|Other fees                                                      |  |                                             | 4,008      |   |                                               |   | 7,055       |  
|                                                                |  |                                             |            |   |                                               |   |             |  
|Total expenses                                                  |  |                                             | 695,180    |   |                                               |   | 1,400,159   |  
|                                                                |  |                                             |            |   |                                               |   |             |  
|Net investment income (loss)                                    |  |                                             | (101,824   | ) |                                               |   | (243,919    | )
|                                                                |  |                                             |            |   |                                               |   |             |  
|Net realized and unrealized gain on investments:                |  |                                             |            |   |                                               |   |             |  
|Net realized gain (loss)                                        |  |                                             | 3,359,786  |   |                                               |   | 14,884,368  |  
|Change in net unrealized appreciation (depreciation)            |  |                                             | (9,805,525 | ) |                                               |   | (11,466,318 | )
|                                                                |  |                                             |            |   |                                               |   |             |  
|Net realized and unrealized gain (loss)                         |  |                                             | (6,445,739 | ) |                                               |   | 3,418,050   |  
|                                                                |  |                                             |            |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations |  | $                                           | (6,547,563 | ) |                                               | $ | 3,174,131   |  
|                                                                |  |                                             |            |   |                                               |   |             |  





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



37



---

##### Table of Contents

American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |             |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            | (101,824    | ) |                                               | $ | (243,919    | )
|Net realized gain (loss)                                                     |  |                                              | 3,359,786   |   |                                               |   | 14,884,368  |  
|Change in net unrealized appreciation (depreciation)                         |  |                                              | (9,805,525  | ) |                                               |   | (11,466,318 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | (6,547,563  | ) |                                               |   | 3,174,131   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 6,972,962   |   |                                               |   | 16,212,842  |  
|Cost of units redeemed                                                       |  |                                              | (4,856,429  | ) |                                               |   | (13,948,377 | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 2,116,533   |   |                                               |   | 2,264,465   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | (4,431,030  | ) |                                               |   | 5,438,596   |  
|                                                                             |  |                                             
|Net Assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 324,565,885 |   |                                               |   | 314,696,259 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 320,134,855 |   |                                               | $ | 320,134,855 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 5,285,581   |   |                                               |   | 5,285,323   |  
|Issued                                                                       |  |                                              | 114,530     |   |                                               |   | 263,090     |  
|Redeemed                                                                     |  |                                              | (83,485     | ) |                                               |   | (231,787    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 5,316,626   |   |                                               |   | 5,316,626   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  





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



38



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American Bar Association Members/ State Street Collective Trust



Small-Cap Equity Fund

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                             |  |                                             |         |    |                                               |   |         |   
|------------------------------------------------------------ |  | ------------------------------------------- | ------- | -- | --------------------------------------------- | - | ------- | --
|                                                             |  | For the periodApril 1, 2004to June 30, 2004 |         |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.11    |    |                                               | $ | 0.22    |   
|Net expenses                                                |  |                                             | (0.13   | )  |                                               |   | (0.26   | ) 
|                                                             |  |                                             |         |    |                                               |   |         |   
|Net investment income (loss)                                 |  |                                             | (0.02   | )  |                                               |   | (0.04   | ) 
|Net realized and unrealized gain (loss)                      |  |                                             | (1.18   | )  |                                               |   | 0.71    |   
|                                                             |  |                                             |         |    |                                               |   |         |   
|Net increase (decrease) in unit value                        |  |                                             | (1.20   | )  |                                               |   | 0.67    |   
|Net asset value at beginning of period                       |  |                                             | 61.41   |    |                                               |   | 59.54   |   
|                                                             |  |                                             |         |    |                                               |   |         |   
|Net asset value at end of period                             |  | $                                           | 60.21   |    |                                               | $ | 60.21   |   
|                                                             |  |                                             |         |    |                                               |   |         |   
|Ratio of net expenses to average net assets*                 |  |                                             | 0.89    | %  |                                               |   | 0.88    | % 
|Ratio of net investment income (loss) to average net assets* |  |                                             | (0.13   | )% |                                               |   | (0.15   | )%
|Portfolio turnover**                                         |  |                                             | 12      | %  |                                               |   | 27      | % 
|Total return**                                               |  |                                             | (1.95   | )% |                                               |   | 1.13    | % 
|Net assets at end of period (in thousands)                   |  | $                                           | 320,135 |    |                                               | $ | 320,135 |   

---

|* | 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.



39



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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



|                                                                                  |  |               |            
|--------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                  |  | June 30, 2004
|Assets                                                                            |  |               |            
|Investments, at value (cost of $871,313,910)                                      |  | $             | 871,313,910
|Cash                                                                              |  |               | 2,337,742  
|Receivable for fund units sold                                                    |  |               | 270,719    
|                                                                                  |  |               |            
|Total assets                                                                      |  |               | 873,922,371
|                                                                                  |  |               |            
|Liabilities                                                                       |  |               |            
|Payable for fund units redeemed                                                   |  |               | 2,226,968  
|State Street Bank and Trust Companyprogram fee payable                           |  |               | 198,159    
|Trustee, management and administration fees payable                               |  |               | 55,379     
|American Bar Retirement Associationprogram fee payable                           |  |               | 31,694     
|Other accruals                                                                    |  |               | 55,431     
|                                                                                  |  |               |            
|Total liabilities                                                                 |  |               | 2,567,631  
|                                                                                  |  |               |            
|Net assets (equivalent to $ 29.12 per unit based on 29,918,542 units outstanding) |  | $             | 871,354,740
|                                                                                  |  |               |            







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



Stable Asset Return Fund

Statement of Operations

Unaudited



|                                                                             |  |                                             |           |                                               |   |           
|---------------------------------------------------------------------------- |  | ------------------------------------------- | --------- | --------------------------------------------- | - | ----------
|                                                                             |  | For the periodApril 1, 2004to June 30, 2004 |           | For the periodJanuary 1, 2004to June 30, 2004
|Interest income                                                              |  | $                                           | 7,097,657 |                                               | $ | 14,146,102
|                                                                             |  |                                             |           |                                               |   |           
|Expenses                                                                     |  |                                             |           |                                               |   |           
|State Street Bank and Trust Companyprogram fee                              |  |                                             | 619,012   |                                               |   | 1,229,734 
|American Bar Retirement Associationprogram fee                              |  |                                             | 95,637    |                                               |   | 190,302   
|Trustee, management and administration fees                                  |  |                                             | 167,301   |                                               |   | 332,878   
|Reports to unitholders                                                       |  |                                             | 42,791    |                                               |   | 84,286    
|Legal and audit fees                                                         |  |                                             | 52,665    |                                               |   | 103,736   
|Registration fees                                                            |  |                                             | 3,292     |                                               |   | 6,484     
|Other fees                                                                   |  |                                             | 10,972    |                                               |   | 21,611    
|                                                                             |  |                                             |           |                                               |   |           
|Total expenses                                                               |  |                                             | 991,670   |                                               |   | 1,969,030 
|                                                                             |  |                                             |           |                                               |   |           
|Net interest income and net increase in net assets resulting from operations |  | $                                           | 6,105,987 |                                               | $ | 12,177,072
|                                                                             |  |                                             |           |                                               |   |           







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



Stable Asset Return Fund

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |              |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ------------ | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |              |  
|Net interest income and net increase in net assets resulting from operations |  | $                                            | 6,105,987   |   |                                               | $ | 12,177,072   |  
|                                                                             |  |                                              |             |   |                                               |   |              |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |              |  
|Proceeds from units issued                                                   |  |                                              | 37,999,986  |   |                                               |   | 93,307,643   |  
|Cost of units redeemed                                                       |  |                                              | (33,217,195 | ) |                                               |   | (116,475,913 | )
|                                                                             |  |                                              |             |   |                                               |   |              |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 4,782,791   |   |                                               |   | (23,168,270  | )
|                                                                             |  |                                              |             |   |                                               |   |              |  
|Net increase (decrease) in net assets                                        |  |                                              | 10,888,778  |   |                                               |   | (10,991,198  | )
|                                                                             |  |                                              |             |   |                                               |   |              |  
|Net assets                                                                   |  |                                              |             |   |                                               |   |              |  
|Beginning of period                                                          |  |                                              | 860,465,962 |   |                                               |   | 882,345,939  |  
|                                                                             |  |                                              |             |   |                                               |   |              |  
|End of period                                                                |  | $                                            | 871,354,740 |   |                                               | $ | 871,354,741  |  
|                                                                             |  |                                              |             |   |                                               |   |              |  
|Number of units                                                              |  |                                              |             |   |                                               |   |              |  
|Outstanding-beginning of period                                              |  |                                              | 29,753,413  |   |                                               |   | 30,727,206   |  
|Issued                                                                       |  |                                              | 1,310,328   |   |                                               |   | 3,227,766    |  
|Redeemed                                                                     |  |                                              | (1,145,199  | ) |                                               |   | (4,036,430   | )
|                                                                             |  |                                              |             |   |                                               |   |              |  
|Outstanding-end of period                                                    |  |                                              | 29,918,542  |   |                                               |   | 29,918,542   |  
|                                                                             |  |                                              |             |   |                                               |   |              |  







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



Stable Asset Return Fund

Financial Highlights

Unaudited



(Selected data for a unit outstanding throughout the period)



|                                                    |  |                                             |         |   |                                               |   |         |  
|--------------------------------------------------- |  | ------------------------------------------- | ------- | - | --------------------------------------------- | - | ------- | -
|                                                    |  | For the periodApril 1, 2004to June 30, 2004 |         |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Interest income                                     |  | $                                           | 0.24    |   |                                               | $ | 0.47    |  
|Net expenses                                       |  |                                             | (0.04   | ) |                                               |   | (0.07   | )
|                                                    |  |                                             |         |   |                                               |   |         |  
|Net interest income                                 |  |                                             | 0.20    |   |                                               |   | 0.40    |  
|                                                    |  |                                            
|Net increase in unit value                          |  |                                             | 0.20    |   |                                               |   | 0.40    |  
|Net asset value at beginning of period              |  |                                             | 28.92   |   |                                               |   | 28.72   |  
|                                                    |  |                                             |         |   |                                               |   |         |  
|Net asset value at end of period                    |  | $                                           | 29.12   |   |                                               | $ | 29.12   |  
|                                                    |  |                                             |         |   |                                               |   |         |  
|Ratio of net expenses to average net assets*        |  |                                             | 0.46    | % |                                               |   | 0.46    | %
|Ratio of net interest income to average net assets* |  |                                             | 2.83    | % |                                               |   | 2.84    | %
|Total return**                                      |  |                                             | 0.69    | % |                                               |   | 1.39    | %
|Net assets at end of period (in thousands)          |  | $                                           | 871,355 |   |                                               | $ | 871,355 |  

---

|* | 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.



43



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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



|                                                                                 |  |               |           
|-------------------------------------------------------------------------------- |  | ------------- | ----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |           
|State Street Bank collective investment funds, at value                          |  |               |           
|Stable Asset Return Fund (cost of $14,535,940 and units of 526,551)              |  | $             | 15,335,390
|Intermediate Bond Fund (cost of $16,679,690 and units of 988,664)                |  |               | 17,891,289
|Large Cap Value Equity Fund (cost of $2,824,263 and units of 115,468)            |  |               | 3,578,258 
|Large Cap Growth Equity Fund (cost of $2,905,358 and units of 80,305)            |  |               | 3,578,258 
|Index Equity Fund (cost of $5,755,640 and units of 255,455)                      |  |               | 7,156,515 
|International Equity Fund (cost of $2,762,756 and units of 189,577)              |  |               | 3,578,258 
|Receivable for collective investment funds sold                                  |  |               | 281,753   
|                                                                                 |  |               |           
|Total assets                                                                     |  |               | 51,399,721
|                                                                                 |  |               |           
|Liabilities                                                                      |  |               |           
|Payable for collective investment funds purchased                                |  |               | 194,403   
|Payable for portfolio units redeemed                                             |  |               | 87,350    
|                                                                                 |  |               |           
|Total liabilities                                                                |  |               | 281,753   
|                                                                                 |  |               |           
|Net assets (equivalent to $ 18.36 per unit based on 2,784,474 units outstanding) |  | $             | 51,117,968
|                                                                                 |  |               |           







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 - Conservative Portfolio

Statement of Operations

Unaudited



|                                                                        |  |                                             |          |   |                                               |   |        
|----------------------------------------------------------------------- |  | ------------------------------------------- | -------- | - | --------------------------------------------- | - | -------
|                                                                        |  | For the periodApril 1, 2004to June 30, 2004 |          |   | For the periodJanuary 1, 2004to June 30, 2004
|Investment income                                                       |  | $                                           |         |   |                                               | $ |       
|                                                                        |  |                                             |          |   |                                               |   |        
|Net realized and unrealized gain (loss) on collective investment funds: |  |                                             |          |   |                                               |   |        
|Net realized gain (loss):                                               |  |                                             | 180,479  |   |                                               |   | 593,360
|Change in net unrealized appreciation (depreciation):                   |  |                                             | (237,429 | ) |                                               |   | 235,376
|                                                                        |  |                                             |          |   |                                               |   |        
|Net realized and unrealized gain (loss)                                 |  |                                             | (56,950  | ) |                                               |   | 828,736
|                                                                        |  |                                             |          |   |                                               |   |        
|Net increase (decrease) in net assets resulting from operations         |  | $                                           | (56,950  | ) |                                               | $ | 828,736
|                                                                        |  |                                             |          |   |                                               |   |        









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 - Conservative Portfolio

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                             |            |   |                                               |   |            |  
|---------------------------------------------------------------------------- |  | ------------------------------------------- | ---------- | - | --------------------------------------------- | - | ---------- | -
|                                                                             |  | For the periodApril 1, 2004to June 30, 2004 |            |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                             |            |   |                                               |   |            |  
|Net investment income (loss)                                                 |  | $                                           |           |   |                                               | $ |           |  
|Net realized gain on investments (loss)                                      |  |                                             | 180,479    |   |                                               |   | 593,360    |  
|Change in net unrealized appreciation (depreciation)                         |  |                                             | (237,429   | ) |                                               |   | 235,376    |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from operations              |  |                                             | (56,950    | ) |                                               |   | 828,736    |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|From unitholder transactions                                                 |  |                                             |            |   |                                               |   |            |  
|Proceeds from units issued                                                   |  |                                             | 2,400,132  |   |                                               |   | 5,694,349  |  
|Cost of units redeemed                                                       |  |                                             | (891,103   | ) |                                               |   | (3,136,301 | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                             | 1,509,029  |   |                                               |   | 2,558,048  |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Net increase (decrease) in net assets                                        |  |                                             | 1,452,079  |   |                                               |   | 3,386,784  |  
|                                                                             |  |                                            
|Net assets                                                                   |  |                                             |            |   |                                               |   |            |  
|Beginning of period                                                          |  |                                             | 49,665,889 |   |                                               |   | 47,731,184 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|End of period                                                                |  | $                                           | 51,117,968 |   |                                               | $ | 51,117,968 |  
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Number of units                                                              |  |                                             |            |   |                                               |   |            |  
|Outstanding-beginning of period                                              |  |                                             | 2,701,593  |   |                                               |   | 2,644,013  |  
|Issued                                                                       |  |                                             | 131,801    |   |                                               |   | 311,805    |  
|Redeemed                                                                     |  |                                             | (48,920    | ) |                                               |   | (171,344   | )
|                                                                             |  |                                             |            |   |                                               |   |            |  
|Outstanding-end of period                                                    |  |                                             | 2,784,474  |   |                                               |   | 2,784,474  |  
|                                                                             |  |                                             |            |   |                                               |   |            |  





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 - Conservative Portfolio

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                      |  |                                             |        |    |                                               |   |        |  
|----------------------------------------------------- |  | ------------------------------------------- | ------ | -- | --------------------------------------------- | - | ------ | -
|                                                      |  | For the periodApril 1, 2004to June 30, 2004 |        |    | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                     |  | $                                           | 0.00   |    |                                               | $ | 0.00   |  
|Net expenses                                         |  |                                             | 0.00   |    |                                               |   | 0.00   |  
|                                                      |  |                                             |        |    |                                               |   |        |  
|Net investment income (loss)                          |  |                                             | 0.00   |    |                                               |   | 0.00   |  
|Net realized and unrealized gain (loss)               |  |                                             | (0.02  | )  |                                               |   | 0.31   |  
|                                                      |  |                                             |        |    |                                               |   |        |  
|Net increase (decrease) in unit value                 |  |                                             | (0.02  | )  |                                               |   | 0.31   |  
|Net asset value at beginning of period                |  |                                             | 18.38  |    |                                               |   | 18.05  |  
|                                                      |  |                                             |        |    |                                               |   |        |  
|Net asset value at end of period                      |  | $                                           | 18.36  |    |                                               | $ | 18.36  |  
|                                                      |  |                                             |        |    |                                               |   |        |  
|Ratio of expenses to average net assets*             |  |                                             | 0.00   | %  |                                               |   | 0.00   | %
|Ratio of net investment income to average net assets* |  |                                             | 0.00   | %  |                                               |   | 0.00   | %
|Portfolio turnover**                                  |  |                                             | 3      | %  |                                               |   | 9      | %
|Total return**                                        |  |                                             | (0.11  | )% |                                               |   | 1.72   | %
|Net assets at end of period (in thousands)            |  | $                                           | 51,118 |    |                                               | $ | 51,118 |  

---

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

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

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





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

Statement of Assets and Liabilities

Unaudited

|                                                                                 |  |               |            
|-------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |            
|State Street Bank collective investment funds, at value                          |  |               |            
|Stable Asset Return Fund (cost of $17,211,314 and units of 629,878)              |  | $             | 18,344,710 
|Intermediate Bond Fund (cost of $50,442,381 and units of 3,041,160)              |  |               | 55,034,129 
|Large Cap Value Equity Fund (cost of $13,714,851 and units of 532,773)           |  |               | 16,510,239 
|Large Cap Growth Equity Fund (cost of $14,851,703 and units of 370,533)          |  |               | 16,510,239 
|Index Equity Fund (cost of $37,898,521 and units of 1,506,093)                   |  |               | 42,192,832 
|International Equity Fund (cost of $23,996,448 and units of 1,457,860)           |  |               | 27,517,064 
|Mid-Cap Value Equity Fund (cost of $2,924,705 and units of 277,017)              |  |               | 3,668,942  
|Mid-Cap Growth Equity Fund (cost of $2,822,375 and units of 210,155)             |  |               | 3,668,942  
|Receivable for collective investment funds sold                                  |  |               | 808,421    
|                                                                                 |  |               |            
|Total assets                                                                     |  |               | 184,255,518
|                                                                                 |  |               |            
|Liabilities                                                                      |  |               |            
|Payable for collective investment funds purchased                                |  |               | 714,448    
|Payable for portfolio units redeemed                                             |  |               | 93,973     
|                                                                                 |  |               |            
|Total liabilities                                                                |  |               | 808,421    
|                                                                                 |  |               |            
|Net assets (equivalent to $ 19.22 per unit based on 9,542,693 units outstanding) |  | $             | 183,447,097
|                                                                                 |  |               |            







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 - Moderate Portfolio

Statement of Operations

Unaudited



|                                                                        |  |                                             |         |                                               |   |          
|----------------------------------------------------------------------- |  | ------------------------------------------- | ------- | --------------------------------------------- | - | ---------
|                                                                        |  | For the periodApril 1, 2004to June 30, 2004 |         | For the periodJanuary 1, 2004to June 30, 2004
|Investment income                                                       |  | $                                           |        |                                               | $ |         
|                                                                        |  |                                             |         |                                               |   |          
|Net realized and unrealized gain (loss) on collective investment funds: |  |                                             |         |                                               |   |          
|Net realized gain (loss):                                               |  |                                             | 89,825  |                                               |   | 293,148  
|Change in net unrealized appreciation (depreciation):                   |  |                                             | 48,528  |                                               |   | 3,382,752
|                                                                        |  |                                             |         |                                               |   |          
|Net realized and unrealized gain (loss)                                 |  |                                             | 138,353 |                                               |   | 3,675,900
|                                                                        |  |                                             |         |                                               |   |          
|Net increase (decrease) in net assets resulting from operations         |  | $                                           | 138,353 |                                               | $ | 3,675,900
|                                                                        |  |                                             |         |                                               |   |          









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 - Moderate Portfolio

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |             |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            |            |   |                                               | $ |            |  
|Net realized gain on investments (loss)                                      |  |                                              | 89,825      |   |                                               |   | 293,148     |  
|Change in net unrealized appreciation (depreciation)                         |  |                                              | 48,528      |   |                                               |   | 3,382,752   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | 138,353     |   |                                               |   | 3,675,900   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 10,863,917  |   |                                               |   | 26,885,335  |  
|Cost of units redeemed                                                       |  |                                              | (3,121,810  | ) |                                               |   | (3,960,750  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 7,742,107   |   |                                               |   | 22,924,585  |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | 7,880,460   |   |                                               |   | 26,600,485  |  
|Net assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 175,566,637 |   |                                               |   | 156,846,612 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 183,447,097 |   |                                               | $ | 183,447,097 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 9,135,684   |   |                                               |   | 8,343,573   |  
|Issued                                                                       |  |                                              | 570,651     |   |                                               |   | 1,406,485   |  
|Redeemed                                                                     |  |                                              | (163,642    | ) |                                               |   | (207,365    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 9,542,693   |   |                                               |   | 9,542,693   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  







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



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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 periodApril 1, 2004to June 30,2004 |         |   | For the periodJanuary 1, 2004to June 30,2004 |  
|Investment income                                            |  | $                                          |        |   |                                              | $ |        |  
|                                                             |  |                                            |         |   |                                              |   |         |  
|Net expenses                                                |  |                                            | 0.00    |   |                                              |   | 0.00    |  
|                                                             |  |                                            |         |   |                                              |   |         |  
|Net investment income (loss)                                 |  |                                            | 0.00    |   |                                              |   | 0.00    |  
|Net realized and unrealized gain (loss)                      |  |                                            | 0.00    |   |                                              |   | 0.42    |  
|                                                             |  |                                            |         |   |                                              |   |         |  
|Net increase (decrease) in unit value                        |  |                                            | 0.00    |   |                                              |   | 0.42    |  
|Net asset value at beginning of period                       |  |                                            | 19.22   |   |                                              |   | 18.80   |  
|                                                             |  |                                            |         |   |                                              |   |         |  
|Net asset value at end of period                             |  | $                                          | 19.22   |   |                                              | $ | 19.22   |  
|                                                             |  |                                            |         |   |                                              |   |         |  
|Ratio of net expenses to average net assets*                |  |                                            | 0.00    | % |                                              |   | 0.00    | %
|Ratio of net investment income (loss) to average net assets* |  |                                            | 0.00    | % |                                              |   | 0.00    | %
|Portfolio turnover**                                         |  |                                            | 3       | % |                                              |   | 4       | %
|Total return**                                               |  |                                            | 0.00    | % |                                              |   | 2.23    | %
|Net assets at end of period (in thousands)                   |  | $                                          | 183,447 |   |                                              | $ | 183,447 |  

---

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

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

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





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



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Structured Portfolio Service - Aggressive Portfolio

Statement of Assets and Liabilities

Unaudited



|                                                                                 |  |               |            
|-------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                 |  | June 30, 2004
|Assets                                                                           |  |               |            
|State Street Bank collective investment funds, at value                          |  |               |            
|Intermediate Bond Fund (cost of $18,729,557 and units of 1,115,138)              |  | $             | 20,180,012 
|Large Cap Value Equity Fund (cost of $14,458,034 and units of 564,368)           |  |               | 17,489,344 
|Large Cap Growth Equity Fund (cost of $14,289,926 and units of 392,507)          |  |               | 17,489,344 
|Index Equity Fund (cost of $39,009,152 and units of 1,440,670)                   |  |               | 40,360,024 
|International Equity Fund (cost of $25,830,261 and units of 1,425,521)           |  |               | 26,906,682 
|Small Cap Equity Fund (cost of $3,486,030 and units of 67,029)                   |  |               | 4,036,002  
|Mid-Cap Value Equity Fund (cost of $3,191,236 and units of 304,731)              |  |               | 4,036,002  
|Mid-Cap Growth Equity Fund (cost of $3,064,837 and units of 231,180)             |  |               | 4,036,002  
|Receivable for collective investment funds sold                                  |  |               | 321,344    
|Receivable for portfolio units sold                                              |  |               | 72,271     
|                                                                                 |  |               |            
|Total assets                                                                     |  |               | 134,927,027
|                                                                                 |  |               |            
|Liabilities                                                                      |  |               |            
|Payable for collective investments funds purchased                               |  |               | 393,615    
|                                                                                 |  |               |            
|Total liabilities                                                                |  |               | 393,615    
|                                                                                 |  |               |            
|Net assets (equivalent to $ 19.74 per unit based on 6,813,678 units outstanding) |  | $             | 134,533,412
|                                                                                 |  |               |            







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



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American Bar Association Members/ State Street Collective Trust



Structured Portfolio Service - Aggressive Portfolio

Statement of Operations

Unaudited



|                                                                        |  |                                             |         |                                               |   |          
|----------------------------------------------------------------------- |  | ------------------------------------------- | ------- | --------------------------------------------- | - | ---------
|                                                                        |  | For the periodApril 1, 2004to June 30, 2004 |         | For the periodJanuary 1, 2004to June 30, 2004
|Investment income                                                       |  | $                                           |        |                                               | $ |         
|                                                                        |  |                                             |         |                                               |   |          
|Net realized and unrealized gain (loss) on collective investment funds: |  |                                             |         |                                               |   |          
|Net realized gain (loss)                                                |  |                                             | 326,649 |                                               |   | 770,124  
|Change in net unrealized appreciation (depreciation)                    |  |                                             | 209,710 |                                               |   | 2,785,123
|                                                                        |  |                                             |         |                                               |   |          
|Net realized and unrealized gain (loss)                                 |  |                                             | 536,359 |                                               |   | 3,555,247
|                                                                        |  |                                             |         |                                               |   |          
|Net increase (decrease) in net assets resulting from operations         |  | $                                           | 536,359 |                                               | $ | 3,555,247
|                                                                        |  |                                             |         |                                               |   |          









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



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Structured Portfolio Service - Aggressive Portfolio

Statement of Changes in Net Assets

Unaudited



|                                                                             |  |                                              |             |   |                                               |   |             |  
|---------------------------------------------------------------------------- |  | -------------------------------------------- | ----------- | - | --------------------------------------------- | - | ----------- | -
|                                                                             |  | For the periodApril 1, 2004 to June 30, 2004 |             |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|From operations                                                              |  |                                              |             |   |                                               |   |             |  
|Net investment income (loss)                                                 |  | $                                            |            |   |                                               | $ |            |  
|Net realized gain on investments (loss)                                      |  |                                              | 326,649     |   |                                               |   | 770,124     |  
|Change in net unrealized appreciation (depreciation)                         |  |                                              | 209,710     |   |                                               |   | 2,785,123   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from operations              |  |                                              | 536,359     |   |                                               |   | 3,555,247   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|From unitholder transactions                                                 |  |                                              |             |   |                                               |   |             |  
|Proceeds from units issued                                                   |  |                                              | 5,396,701   |   |                                               |   | 12,403,556  |  
|Cost of units redeemed                                                       |  |                                              | (1,498,788  | ) |                                               |   | (3,814,775  | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets resulting from unitholder transactions |  |                                              | 3,897,913   |   |                                               |   | 8,588,781   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Net increase (decrease) in net assets                                        |  |                                              | 4,434,272   |   |                                               |   | 12,144,028  |  
|Net assets                                                                   |  |                                              |             |   |                                               |   |             |  
|Beginning of period                                                          |  |                                              | 130,099,140 |   |                                               |   | 122,389,384 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|End of period                                                                |  | $                                            | 134,533,412 |   |                                               | $ | 134,533,412 |  
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Number of units                                                              |  |                                              |             |   |                                               |   |             |  
|Outstanding-beginning of period                                              |  |                                              | 6,616,872   |   |                                               |   | 6,377,795   |  
|Issued                                                                       |  |                                              | 274,806     |   |                                               |   | 632,354     |  
|Redeemed                                                                     |  |                                              | (78,000     | ) |                                               |   | (196,471    | )
|                                                                             |  |                                              |             |   |                                               |   |             |  
|Outstanding-end of period                                                    |  |                                              | 6,813,678   |   |                                               |   | 6,813,678   |  
|                                                                             |  |                                              |             |   |                                               |   |             |  







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



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Structured Portfolio Service - Aggressive Portfolio

Financial Highlights

Unaudited



(For a unit outstanding throughout the period)



|                                                             |  |                                             |         |   |                                               |   |         |  
|------------------------------------------------------------ |  | ------------------------------------------- | ------- | - | --------------------------------------------- | - | ------- | -
|                                                             |  | For the periodApril 1, 2004to June 30, 2004 |         |   | For the periodJanuary 1, 2004to June 30, 2004 |  
|Investment income                                            |  | $                                           | 0.00    |   |                                               | $ | 0.00    |  
|Net expenses                                                |  |                                             | 0.00    |   |                                               |   | 0.00    |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net investment income (loss)                                 |  |                                             | 0.00    |   |                                               |   | 0.00    |  
|Net realized and unrealized gain (loss)                      |  |                                             | 0.08    |   |                                               |   | 0.55    |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net increase (decrease) in unit value                        |  |                                             | 0.08    |   |                                               |   | 0.55    |  
|Net asset value at beginning of period                       |  |                                             | 19.66   |   |                                               |   | 19.19   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Net asset value at end of period                             |  | $                                           | 19.74   |   |                                               | $ | 19.74   |  
|                                                             |  |                                             |         |   |                                               |   |         |  
|Ratio of net expenses to average net assets*                |  |                                             | 0.00    | % |                                               |   | 0.00    | %
|Ratio of net investment income (loss) to average net assets* |  |                                             | 0.00    | % |                                               |   | 0.00    | %
|Portfolio turnover**                                         |  |                                             | 2       | % |                                               |   | 5       | %
|Total return**                                               |  |                                             | 0.41    | % |                                               |   | 2.87    | %
|Net assets at end of period (in thousands)                   |  | $                                           | 134,533 |   |                                               | $ | 134,533 |  

---

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

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

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







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



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American Bar Association Members/State Street Collective Trust



Notes to Financial Statements

Unaudited



1.    Description of the Trust



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



Balanced Fundcurrent income and long-term capital appreciation through investment in common stocks, other equity-type securities and debt securities. At June 30, 2004, the investments representing the
debt portion of the Fund having in aggregate a value of $173,984,004 were exchanged for 9,614,275 units of the Intermediate Bond Fund.



Index Equity Fundreplication of the total return of the Russell 3000 Index. Currently invests 100% of the Funds net
assets in the State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund, a separate State Street Bank collective investment fund which invests in securities contained in the Russell 3000 Index. This underlying funds
financial statements are available from State Street Bank upon request.



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



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



Large-Cap Growth Equity Fundlong term growth of capital and some dividend income through
investment in common stocks and equity-type securities of large, well established companies. Currently invests in common stocks and the State Street Bank and Trust Company Russell 1000 Growth Index Securities Lending Fund, a separate State Street
Bank collective investment fund which invests in securities contained in the Russell 1000 Growth Index. As of June 30, 2004, 32.11% of the Funds net assets were invested in the State Street Bank and Trust Company Russell 1000 Growth Index
Securities Lending Fund. This underlying funds financial statements are available from State Street Bank upon request.



Large-Cap Value Equity Fundlong term growth of capital and dividend income through investment in common stocks, primarily of
large capitalization companies believed to be undervalued. Currently invests in common stocks and the State Street Bank and Trust Company Russell 1000 Value Index Securities Lending Fund, a separate State Street Bank collective investment fund which
invests in securities contained in the Russell 1000 Value Index. As of June 30, 2004, 23.30% of the Funds net assets were invested in the State Street Bank and Trust Company Russell 1000 Value Index Securities Lending Fund. This underlying
funds financial statements are available from State Street Bank upon request.



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Notes to Financial Statements(Continued)

Unaudited



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



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



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



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



Structured Portfolio Service



Conservativehigher current investment income
and some capital appreciation.



Moderatehigh current investment income and greater capital appreciation.



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



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



All the Funds may invest in the State Street 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 from State Street Bank upon request. At June 30, 2004, the Intermediate Bond Fund had 14.57% of its net assets invested in the State Street and Trust Company Yield Enhanced Short-Term
Investment Fund; this amount includes the assets transferred from the Balanced Fund on June 30, 2004.



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 and that may contain general indemnifications. The Trusts maximum exposure under these provisions is
unknown, as this would involve future claims that may be made against the Trust. The Trust expects the risk of loss to be remote.



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



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Notes to Financial Statements(Continued)

Unaudited



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 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 June 30, 2004 and the results of each of their operations, the changes in each of their net assets and certain financial data for the three and six month periods, ended June 30, 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:    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 the national securities 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. Securities participating in the NASDAQ Closing Cross will be valued at the NASDAQ Official
Closing Price (NOCP) that results from the Closing Cross. 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 applicable exchange, on which such securities trade and such values are converted into the U.S. dollar equivalent at current exchange rates.



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Notes to Financial Statements(Continued)

Unaudited



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 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 the respective collective
investment fund or registered investment company.



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



B.     Security Transactions and Related Investment Income



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



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.



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Notes to Financial Statements(Continued)

Unaudited



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



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



D.    Income Taxes



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 offering Funds or 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. These contracts also present a risk from the potential inability of
counterparties to meet their contractual obligations. During the period prior to settlement, these Funds will not be entitled to accrue interest and/or receive principal payments. Unsettled TBA commitments are valued at the current market value of
the underlying securities, generally according to the procedures described under Security Valuation above. These Funds may dispose of a commitment prior to settlement if the Funds advisor deems it appropriate to do so. Upon
settlement date, these Funds may take delivery of the securities or defer (roll) the delivery to the next month.



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Notes to Financial Statements(Continued)

Unaudited



G.    Futures Contracts



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



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



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



At June 30, 2004, the Fund held the following futures contracts:



|                              |  |                     |   |  |               |            |   |               |            |            |   |         |  
|----------------------------- |  | ------------------- | - |  | ------------- | ---------- | - | ------------- | ---------- | ---------- | - | ------- | -
|                              |  | Number of Contracts |   |  |               |            |   |               |            | Unrealized |  
|Futures Contracts             |  | Long/(Short)        |   |  | Notional Cost |            |   | Maturity Date |            | Gain/Loss  |  
|Euribor Futures               |  | 500,000             |   |  | $             | 488,425    |   |               | 06/30/2005 |            | $ | (3,502  | )
|Germany Fed Rep Bonds 10 Year |  | 5,000,000           |   |  |               | 5,623,790  |   |               | 09/30/2004 |            |   | 41,062  |  
|UK Treasury Bonds             |  | 1,125,000           |   |  |               | 1,068,149  |   |               | 09/15/2004 |            |   | 71      |  
|UK Treasury Bonds             |  | 2,900,000           |   |  |               | 3,044,377  |   |               | 09/28/2004 |            |   | 44,240  |  
|Eurodollar Futures            |  | 11,500,000          |   |  |               | 11,103,538 |   |               | 09/19/2005 |            |   | (29,038 | )
|Eurodollar Futures            |  | 2,500,000           |   |  |               | 2,406,625  |   |               | 12/19/2005 |            |   | (6,375  | )
|Eurodollar Futures            |  | 13,000,000          |   |  |               | 12,611,950 |   |               | 03/14/2005 |            |   | 1,950   |  
|Eurodollar Futures            |  | 30,000,000          |   |  |               | 28,418,730 |   |               | 06/18/2007 |            |   | 79,770  |  
|U.S.. Treasury Notes 10 Year  |  | 36,100,000          |   |  |               | 39,255,443 |   |               | 09/21/2004 |            |   | 212,010 |  
|U.S.. Treasury Notes 5 Year   |  | 6,600,000           |   |  |               | 7,127,734  |   |               | 09/21/2004 |            |   | 45,641  |  
|U.S.. Treasury Bonds          |  | (4,100,000          | ) |  |               | (4,281,617 | ) |               | 09/21/2004 |            |   | (79,758 | )



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



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from the possible inability of counterparties to meet the contracts terms and from movements in currency values. As of June 30, 2004, the Intermediate
Bond Fund held the following forward foreign currency contracts.



|     |  |                |  |                                     |  |                |            |                |          |                                      |   |        
|---- |  | -------------- |  | ----------------------------------- |  | -------------- | ---------- | -------------- | -------- | ------------------------------------ | - | -------
|Type |  | Currency       |  | Principal AmountCovered by Contract |  | US Dollar Cost |            | SettlementDate |          | UnrealizedAppreciation(Depreciation)
|Sell |  | Euro           |  | 13,161,000                          |  | $              | 16,206,455 |                | 07/20/04 |                                      | $ | 181,553
|Sell |  | Pound Sterling |  | 89,000                              |  | $              | 161,414    |                | 07/28/04 |                                      | $ | 460    



I.    Interest Rate Swap Contracts



The Intermediate Bond Fund may invest in swap contracts. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund uses interest rate swap contracts to manage its
exposure to interest rates. Interest rate swap contracts typically represent the exchange of commitments to make variable rate and fixed rate payments with respect to a notional 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 June 30, 2004, the Intermediate Bond Fund held the following interest rate
swap contracts:



|                                  |  |                |  |                                                                                                                                                                                           |  |                                      |           |  
|--------------------------------- |  | -------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | --------- | -
|Notional Amount Fund/Counterparty |  | ExpirationDate |  | Description                                                                                                                                                                               |  | UnrealizedAppreciation(Depreciation) |          
|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 rate and receive the notional amount multiplied by
1.07%. |  | $                                    | (236,974. | )
|                                  |  |                | 
|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 rate and receive the notional amount multiplied by
4.00%. |  |                                      | (20,270.  | )
|                                  |  |                | 
|17,500,000                        |  | 12/15/2014     |  | Agreement with Goldman Sachs Capital Market, dated 05/25/2004, to pay the notional amount multiplied by the three-month LIBOR rate and receive the notional amount multiplied by
5.00%.   |  |                                      | 249,902.  |  



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|                                  |  |                |  |                                                                                                                                                                                                |  |                                      |  
|--------------------------------- |  | -------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | -
|Notional Amount Fund/Counterparty |  | ExpirationDate |  | Description                                                                                                                                                                                    |  | UnrealizedAppreciation(Depreciation) |  
|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%.        |  | 22,281.                              |  
|                                  |  |                | 
|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%. |  | (51,341.                             | )
|                                  |  |                | 
|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 rate and receive the notional amount multiplied by 4.00%.                   |  | (18,587.                             | )
|                                  |  |                | 
|4,000,000                         |  | 12/15/2009     |  | Agreement with Lehman Brothers, dated 05/26/2004, to pay the notional amount multiplied by the three-month LIBOR rate and receive the notional amount multiplied by 4.00%.                     |  | 24,498.                              |  
|                                  |  |                | 
|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 rate and receive the notional amount multiplied by
4.00%.        |  | (25,323.                             | )



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



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default, the Fund enters into swaption contracts with counterparties whose creditworthiness has been approved by the Advisor. The Fund bears the market risk
arising from any change in index values or interest rates.



A
summary of the written put options for the period ended June 30, 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                  |  | 2,020              |  |          | (152,340 | )
|Options closed                   |  |                   |  |          |         |  
|                                 |  |                    |  |          |          |  
|Outstanding, end of period       |  | 13,000             |  | $        | 34,970   |  
|                                 |  |                    |  |          |          |  



At June 30, 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    |  | $                            | 24,790



Total
premiums received $34,970



A summary of the written call
options for the period ended June 30, 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                  |  | 2,020              |  |          | (170,524 | )
|Options closed                   |  |                   |  |          |         |  
|                                 |  |                    |  |          |          |  
|Outstanding, end of period       |  | 13,000             |  | $        | 35,880   |  
|                                 |  |                    |  |          |          |  



At June 30, 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    |  | $                            | 26,280



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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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.; RCM Capital Management LLC, the institutional investment management area of Dresdner Bank Group; Sit Investment Associates, Inc.; Morgan Stanley Investment
Management, Inc. (through May 31, 2004); 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 applicable 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 the Funds based on the value of the assets allocated to that investment advisor and the respective graduated
fee rates agreed to in the Advisors contract. These fees are accrued on a daily basis and paid either monthly or quarterly from the assets of the applicable Fund. Actual fees paid to each investment advisor during the past year are disclosed
in the Trusts prospectus. Fee rate ranges are as follows:



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

---

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



|                                                                    |  |                                                             |        
|------------------------------------------------------------------- |  | ----------------------------------------------------------- | -------
|Investment Advisor                                                  |  | Six-Month Period ended June 30, 2004 Fees Paid Year to Date
|Alliance Capital Management L.P. (Large-Cap Value Equity)           |  | $                                                           | 322,868
|Ariel Capital Management (Mid-Cap Value Equity)                     |  |                                                             | 121,755
|Capital Guardian Trust Company (Balanced)                           |  |                                                             | 338,528
|Capital Guardian Trust Company (Large-Cap Growth Equity)            |  |                                                             | 341,736
|Capital Guardian Trust Company (Small-Cap Equity)                   |  |                                                             | 184,343
|J.P. Morgan Fleming Asset Management Limited (International Equity) |  |                                                             | 224,435
|Morgan Stanley Investment Management, Inc. (Balanced)               |  |                                                             | 160,025
|Pacific Investment Management Company (Intermediate Bond)           |  |                                                             | 381,703
|Philadelphia International Advisors LP (International Equity)       |  |                                                             | 156,070
|RCM Capital Management LLC (Large-Cap Growth Equity)                |  |                                                             | 423,387
|Sit Investment Associates, Inc (Small-Cap Equity)                   |  |                                                             | 492,013
|Turner Investment Partners (Mid-Cap Growth Equity)                  |  |                                                             | 189,747



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



|                        |  |                                         |  
|----------------------- |  | --------------------------------------- | -
|Value of Program Assets |  | Rate for ABRA Period endedJune 30, 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 $ 798,597 for the six-month period ended June 30, 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 is accrued daily and paid monthly.



A portion of the State Street Bank Program fee is reimbursed or reduced each year based on the amount of retirement plan assets held by State Street Bank on behalf of law firm and law-related clients identified by
State Street Bank and ABRA that do not participate in the Program. The amount of the reimbursement is equal to .02% of the first $50 million of assets in such plans during the preceding year and .01% of any such assets in excess of $50 million. The
accrued reduction for the six-month period ended June 30, 2004 totaled $35,733 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s fees under the Program. The Program fee paid to State Street Bank reflects a $300,000 annual reduction for earnings estimated to be attributable to outstanding benefit checks for 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 net 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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State Street Bank received program fees of $5,159,044 and trustee, management and administration fees
which aggregated $1,396,069 for the six-month period ended June 30, 2004. These fees are allocated to each Fund based on net asset value.



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



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:



|                                          |  |                                      |             |   |       |   |            
|----------------------------------------- |  | ------------------------------------ | ----------- | - | ----- | - | -----------
|                                          |  | Six-Month Period Ended June 30, 2004
|                                          |  | Purchases                            |             |   | Sales
|Balanced Fund                             |  | $                                    | 287,804,426 | * |       | $ | 215,780,459
|Index Equity Fund                         |  |                                      | 33,813,534  |   |       |   | 9,514,198  
|Intermediate Bond Fund                    |  |                                      | 280,849,224 |   |       |   | 217,458,726
|International Equity Fund                 |  |                                      | 32,499,230  |   |       |   | 22,461,529 
|Large-Cap Growth Equity Fund              |  |                                      | 127,850,979 |   |       |   | 143,864,633
|Large-Cap Value Equity Fund               |  |                                      | 66,313,068  |   |       |   | 42,676,636 
|Mid-Cap Growth Equity Fund                |  |                                      | 62,522,847  |   |       |   | 49,093,963 
|Mid-Cap Value Equity Fund                 |  |                                      | 13,295,096  |   |       |   | 1,592,407  
|Small-Cap Equity Fund                     |  |                                      | 87,814,102  |   |       |   | 88,289,707 
|                                          |  |                                     
|Conservative Structured Portfolio Service |  |                                      | 6,791,560   |   |       |   | 4,233,513  
|Moderate Structured Portfolio Service     |  |                                      | 30,339,855  |   |       |   | 7,415,271  
|Aggressive Structured Portfolio Service   |  |                                      | 14,459,921  |   |       |   | 5,871,140  



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



|                       |  |                                      |             |       |   |            
|---------------------- |  | ------------------------------------ | ----------- | ----- | - | -----------
|                       |  | Six-Month Period Ended June 30, 2004
|                       |  | Purchases                            |             | Sales
|Balanced Fund          |  | $                                    | 179,166,395 |       | $ | 264,821,289
|Intermediate Bond Fund |  |                                      | 492,550,939 |       |   | 339,294,080

---

|* | Includes the purchase of 9,614,275 units of the Intermediate Bond Fund valued at $173,984,004 at June 30, 2004.
|- | ---------------------------------------------------------------------------------------------------------------



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



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uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic issuers. There is generally less regulation of
stock exchanges, brokers, banks and companies abroad than in the United States. With respect to certain foreign countries, there is a possibility of expropriation or diplomatic developments, which could adversely affect investment in these
countries. ADRs do not lessen the risk of investing in foreign issuers; however, by investing in ADRs rather than directly in foreign issuers stock, the Funds will avoid currency risks during the settlement period for purchases or sales. In
addition, the domestic market for ADRs may be more liquid than the foreign market for the underlying securities.



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



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



6.    Securities Lending Income



The Funds in the Trust are authorized to participate in the Securities Lending Program administered by State Street Bank, under which securities held by the Funds are loaned by State Street Bank, as agent for 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 CONDITION AND RESULTS OF OPERATIONS.
|------- |  | --------------------------------------------------------------------------------------



Stable Asset Return Fund



The Stable Asset Return Fund invests primarily in investment contracts issued by insurance companies, banks or other financial institutions. The Stable
Asset Return Fund also invests in high quality money market instruments, including obligations of the United States government, notes, bonds and similar debt instruments of corporations, commercial paper, certificates of deposit and time deposits,
bankers acceptances, variable and indexed notes and repurchase agreements.



For the quarter ended June 30, 2004, the Stable Asset Return Fund experienced an annualized total return, net of expenses, of 2.84%. 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 2.67% for the same period. For the six months ended June 30, 2004, the Fund experienced an annualized total return, net of expenses, of
2.86%, compared to an investment record of 2.71% for the combination benchmark 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 a full allowance for fund expenses.



The Stable
Asset Return Fund outperformed the combination benchmark for both the quarter and six month period ended June 30, 2004. The Fund entered into several guaranteed investment contracts during the quarter to replace maturing contracts and to maintain
desired allocations among classes of permitted investments. All trades focused on the 3 to 5 year portion of the yield curve to add some incremental yield given the current steepness in the curve.



Participant cash flows were positive for the second quarter, but year-to-date
were net negative $24 million. Fund assets are down a little over 1% year-to-date. During the six-months ended June 30, 2004, the Funds duration drifted shorter due to negative cash flow. Trades added over the six month period had a weighted
average maturity of approximately 3.85 years in an attempt to add some duration while there is still an approximate 100 basis-point spread between two-year and five-year maturities on the yield curve. The Fund entered into several GIC trades during
the second quarter to replace maturities and to maintain the insurance allocation. These trades focused on the 3-5 year part of the yield curve in order to add some yield and duration.



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
June 30, 2004, the Intermediate Bond Fund experienced a total return, net of expenses, of (2.07)%. By comparison, the Lehman Brothers Aggregate Bond Index produced an investment record of (2.44)% for the same period. For the six months ended June
30, 2004, the Fund experienced a total return, net of expenses, of 0.14%, compared to an investment record of 0.15% for the Lehman Brothers Aggregate Bond Index for the same period. The 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, outperformed the Lehman Brothers Aggregate Bond Index for the quarter
ended June 30, 2004 while it slightly underperformed the Lehman Brothers Aggregate Bond Index for the six month period ended June 30, 2004. Below benchmark duration was positive for returns during the second quarter as interest



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rates rose sharply; however, for the year to date period, the duration position was an overall negative contributor as rates fell in the first quarter and in
the final weeks of June. Emphasis on short and intermediate maturities was negative during the year to date period as the yield curve flattened in anticipation of Fed tightening. Real return bonds added to quarterly and year to date period returns
because they outperformed more volatile Treasuries of like duration as rates rose. A mortgage bond underweight was slightly negative as mortgages outpaced comparable Treasuries. Security selection was positive, however, and more than offset this
impact. Underweighting of corporates was slightly positive as this sector lagged Treasuries modestly on like-duration basis; however, negative security selection mitigated this effect. Municipal bonds helped returns as municipal bond yields rose
less than Treasuries as rising rates caused municipal bond issuances to decline. Non-U.S. positions, mainly Eurozone issues, added value amid expectations for lower growth and inflation in Europe.



Balanced Fund



The Balanced Fund invests in publicly traded common stocks, other equity securities, long-term debt securities and money
market instruments. The Balanced Fund seeks to achieve, over an extended period of time, total returns comparable to or superior to an appropriate combination of broad measures of the domestic stock and bond markets.



For the quarter ended June 30, 2004, the Balanced Fund experienced a total
return, net of expenses, of (0.17)%. By comparison, a combination of the Russell 1000 Index and the Lehman Brothers Aggregate Bond Index, weighted 60%/40%, respectively, produced an investment record of (0.15)% for the same period. For the six
months ended June 30, 2004, the Fund experienced a total return, net of expenses, of 2.02%, compared to an investment record of 2.06% for the combination benchmark for the same period. The Russell 1000 Index and the Lehman Brothers Aggregate Bond
Index do not include an allowance for the fees that an investor would pay for investing in the securities that comprise the indexes or for fund expenses.



The equity portion of the Balanced Fund, advised by Capital Guardian Trust Company, underperformed the Russell 1000 Index for the quarter ended June 30,
2004. The underperformance contributed to reducing the six month period performance below that of the investment record of the Index. Stock selection in the health care sector was the primary detractor from performance for the second quarter, due to
the poor performance of one of the portfolios largest holdings, Forest Labs. Health care is also the worst performing sector year to date in the portfolio. Stock selection in information technology also hurt performance during both the second
quarter and year to date, and stock selection in consumer discretionary adversely affected year to date performance. Stock selection in telecom services slightly detracted from performance during the quarter but it is the largest contributor to year
to date performance. The underweight position in financials helped performance for both the second quarter and year to date and is the second largest contributor to performance.



The fixed income portion of the Balanced Fund, advised by Morgan Stanley Investment Management until May 31, 2004, and
thereafter by Pacific Investment Management Company LLC, outperformed the Lehman Brothers Aggregate Bond Index for the quarter ended June 30, 2004. The Morgan Stanley Investment Management fixed income portfolio outperformed its benchmark by a wide
margin during April and May; this, in turn, allowed the fixed income portfolio to outperform its benchmark on a year-to-date basis through the end of May. Second quarter relative performance through May 31 was enhanced by the portfolios
below-benchmark interest-rate duration position, which helped preserve capital during a significant bond market sell-off. An emphasis on higher-coupon mortgage-backed and an underweight in agency debentures also had a positive impact on relative
returns during the quarter. The portfolios corporate bond strategy did not have a major effect on relative performance during the first half of 2004, given that its sensitivity to credit spreads was near that of the benchmark.



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For the month of June 2004 the fixed income portfolio outperformed the Lehman Brothers Aggregate Bond
Index. The portfolios below-benchmark duration was neutral for performance, as intermediate maturity yields were largely unchanged, while the portfolios maturity structure added slightly to performance. A below-index weighting in
corporates was neutral, and a mortgage sector emphasis was a strong positive for the month as mortgages outperformed amid declining volatility. Outside of these core sectors, a tactical allocation to emerging markets was positive.



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 capitalization greater than $1 billion that may be considered 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 June 30, 2004, the Large-Cap Value
Equity Fund experienced a total return, net of expenses, of 0.77%. By comparison, the Russell 1000 Value Index produced an investment record of 0.88% for the same period. For the six months ended June 30, 2004, the Fund experienced a total return,
net of expenses, of 4.52%, compared to an investment record of 3.94% for the Russell 1000 Value Index for the same period. The Russell 1000 Value Index does not include an allowance for the fees that an investor would pay for investing in the
securities that comprise the Index or for fund expenses.



The
actively managed portion of the Large-Cap Value Equity Fund, advised by Alliance Capital Management L.P., slightly underperformed the Russell 1000 Value Index after expenses for the quarter ended June 30, 2004. The largest contributor to performance
was stock selection in the capital equipment sector, bolstered by the strong performance of BF Goodrich, Tyco, Boeing, Textron and Eaton. These companies benefited from improving conditions in the U.S. capital equipment, aerospace and defense
industries.



Oil prices reached record highs in the second
quarter, lifting energy stocks. In this environment, individual stocks outperformed and the overweight of the sector paid off. Refining margins remained strong, rewarding companies with exposure to refining, such as ConocoPhillips, the largest
refiner in the U.S.



Although utilities stocks lagged the
market during the second quarter, a number of the stock selection decisions paid off. Utility company Sempra Energy, for instance, benefited from strong first quarter earnings and continued progress on a number of growth initiatives.



An emphasis on railroad stocks, which were among the market leaders during
the quarter, added to performance. Holdings in Norfolk Southern, CSX and Burlington Northern, for instance, fared well.



Retailers felt the pressure of rising interest rates during the quarter. Federated Department Stores, May Department Stores and Sears all trailed the
market. Importantly, however, despite the decline, Federated Department Stores continues to report strong results.



Technology stocks traded down during the second quarter, and several of the positions moved in tandem. Among them were Ingram Micro and Nortel Networks.
The depreciation of the Euro during the quarter took a toll on Ingram Micro, as well as weaker demand in Europe. Meanwhile, Nortel Networks announced that the scope of its accounting review had been expanded. However, the company rebounded in June
as it announced that the conclusion of its re-audit would come in July.



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For the year to date period ended June 30, 2004, the actively managed portion of the Large-Cap Value
Equity Fund outperformed the Russell 1000 Value Index after expenses. Stock selection in the technology sector was a big contributor to performance year-to-date. Most notable were positions in Corning, Nortel Networks and distributor Arrow.



As oil prices remained high and refining margins have been
extremely strong, companies with exposure to refining, such as ConocoPhillips and refiner Valero Energy, benefited. Occidental Petroleum and Marathon Oil also fared well in this environment.



In the utilities sector, both phone and electric companies fared well. The
most meaningful contribution to relative performance in this sector came from Sprint PCS, which rallied with other telecom companies after a February bid for AT&T Wireless by Cingular Wireless. The acquisition is a positive for the entire
wireless industry, as it reduces the number of competitive players.



The financial sector was dragged down by lingering concerns over the effect of rising interest rates. Although these fears plagued the market, a number of holdings in insurance companies, including Oxford Health Plans and ManuLife,
outperformed. Underweights of several interest rate sensitive banks also helped. On the negative side, however, the portfolios position in Humana detracted from performance.



Year-to-date, a number of consumer-related holdings hurt relative returns. For instance, several of the retailers fell, as
did Altria in the consumer staples sector and Comcast in the consumer growth sector. Altrias recent underperformance stemmed from negative investor reaction to two news items on the litigation front. In both instances, the rulings mean that
the issues will be decided at trial. Tobacco companies had believed these cases would not go to trial, which would have removed the overhang of financial risk. However, it should be noted that the tobacco companies have significant legal precedent
and rulings by higher courts in their favor in both cases. Meanwhile, cable company Comcast sank earlier this year on fears that it would have to raise its hostile takeover bid for Walt Disney Company; although Comcast eventually retracted their
offer, the stock remained depressed.



Although market anxieties
have begun to rise from very low levels, there appear to be limited major industrial or economic stresses creating important value themes. The sector overweights and of the actively managed portion of the portfolio underweights are accordingly
smaller than usual. However, the portfolio has continued to seek opportunities within sectors from which alpha may be achieved.



The performance of the indexed portion of the Fund for both the quarterly and six month periods ended June 30, 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 capitalization 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 331/3%) 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 June 30, 2004, the Large-Cap Growth Equity Fund experienced a total return, net of expenses, of 1.37%. By comparison, the Russell
1000 Growth Index produced an investment record



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of 1.94% for the same period. For the six months ended June 30, 2004, the Fund experienced a total return, net of expenses, of 2.38%, compared to an
investment record of 2.74% for the Russell 1000 Growth Index for the same period. The 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 Growth Equity
Fund which is advised by Capital Guardian Trust Company underperformed the Russell 1000 Growth Index for both the quarter and six month period ended June 30, 2004. Stock selection in the health care sector was the primary detractor from performance
for the second quarter, due to the poor performance of one of the largest holdings, Forest Labs. Health care is also the worst performing sector year to date in the portfolio. Stock selection in information technology also hurt performance during
both the second quarter and year to date, and stock selection in consumer discretionary adversely affected year to date performance. Stock selection in telecom services slightly detracted from performance during the quarter but it is the largest
contributor to year to date performance. The underweight position in financials helped performance for both the second quarter and year to date and is the second largest contributor to performance.



The actively managed portion of the Large-Cap Growth Equity Fund which is
advised by RCM Capital Management LLC outperformed the Russell 1000 Growth Index for the quarter ended June 30, 2004. The outperformance was due to industry strategy. Overall stock selection cost the portfolio during the quarter. Stock selection in
software, communications equipment and health care equipment & supplies hurt performance. Stock selection was positive within internet software & services and biotechnology.



Industry strategy added to performance in the second quarter. Overweights in internet software & services and software
and underweights in retailing and computers & peripherals helped industry strategy. An overweight in hotels restaurants & leisure and an underweight in health care equipment & supplies hurt industry strategy.



For the first half of 2004, the portion of the Large-Cap Growth Equity Fund
advised by RCM Capital Management LLC returned underperformed the investment record of the Russell 1000 Growth Index. Stock selection cost the portfolio during the first half of the year. Stock selection in software, communications equipment and
diversified financials hurt performance most. Stock selection was positive within internet software & services and pharmaceuticals. Industry strategy for the first half of 2004 added to the performance of the portfolio. Overweights in internet
software & services and energy, underweights in semiconductors & instruments and retailing, helped performance. Overweights in pharmaceuticals and food & drug retailing, and underweights in health care providers & services and health
care equipment & supplies, hurt performance.



The
performance of the indexed portion of the Fund for both the quarterly and six month periods ended June 30, 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 June 30, 2004, the Index Equity Fund experienced a
total return, net of expenses, of 1.24%. By comparison, the Russell 3000 Index produced an investment record of 1.33% for the same period. For the six months ended June 30, 2004, the Fund experienced a total return, net of



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expenses, of 3.35%, compared to an investment record of 3.59% for the Russell 3000 Index for the same period. The Index does not include an allowance for the
fees that an investor would pay for investing in the securities that comprise the Index or for fund expenses.



The performance of the Index Equity Fund for both the quarterly and six month periods ended June 30, 2004 was consistent with the Russell 3000 Index after
taking into account expenses.



Mid-Cap Value Equity Fund



The Mid-Cap Value Equity Fund invests primarily in equity securities of
companies with market capitalizations between $1 billion and $12 billion at the time of investment. The Fund seeks to be broadly diversified and emphasizes sectors and securities that State Street and the Funds Investment Advisor consider
undervalued. The Mid-Cap Value Equity Fund seeks to 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 June 30, 2004, the Mid-Cap Value Equity Fund
experienced a total return, net of expenses, of (0.20)%. By comparison, the Russell Mid-Cap Value Index produced an investment record of 1.73% for the same period. For the six months ended June 30, 2004, the Fund experienced a total return, net of
expenses, of 3.77%, compared to an investment record of 7.17% for the Russell Mid-Cap Value Index for the same period. The Russell Mid-Cap Value Index does not include an allowance for the fees that an investor would pay for investing in the
securities that comprise the Index or for fund expenses.



The
Mid-Cap Value Equity Fund, advised by Ariel Capital Management, LLC, underperformed the Russell Mid-Cap Value Index for the quarter ended June 30, 2004. Although many companies experienced earnings growth due to an improving economy, much of this
growth had already been factored into the market, making it difficult for stocks to generate any lasting momentum. Against this backdrop, the portfolio lagged behind the gain of the Index. Results were adversely affected by holdings in the consumer
discretionary & services and financial services sectors of the market, while health care positions contributed positively to performance.



The Mid-Cap Value Equity Fund underperformed the Russell Mid-Cap Value Index for the six-month period ended June 30, 2004. This underperformance was
largely attributable to higher oil prices, which lifted the performance of companies within the integrated oils and other energy sectors in which the portfolio had no exposure. Additionally, interest rate fears caused the portfolio to lag the
financial services sector, but strength was derived from the health care and consumer discretionary areas of the market.



Mid-Cap Growth Equity Fund



The Mid-Cap Growth Equity Fund invests primarily in common stocks and other equity-type securities of companies with market capitalizations between $1
billion and $12 billion at the time of investment. The Fund emphasizes sectors and securities that State Street and the Investment Advisor believe have strong earnings growth potential. The Mid-Cap Growth Equity Fund seeks to achieve, over an
extended period of time, total returns comparable to or superior to those attained by broad measures of the domestic stock market.



For the quarter ended June 30, 2004, the Mid-Cap Growth Equity Fund experienced a total return, net of expenses, of 0.24%. By comparison, the Russell
Mid-Cap Growth Index produced an investment record of 1.05% for the same period. For the six months ended June 30, 2004, the Fund experienced a total return, net of expenses, of 3.09%, compared to an investment record of 5.94% for the Russell
Mid-Cap Growth Index for the same period. The 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.



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The Mid-Cap Growth Equity Fund, advised by Turner Investment Partners, underperformed the Russell Mid-Cap
Growth Index for the quarter ended June 30, 2004. Most of the underperformance came in the month of April as security fundamentals were overshadowed by macroeconomic factors such as high oil prices, inflation, geopolitical concerns, and the
anticipated Fed rate increase which occurred on June 30. Additionally, markets were affected by low trading volumes. The consumer discretionary sector detracted the most from performance during the quarter as consumer-oriented and retail names
suffered from dwindling consumer spending and sentiment. Owning companies such as Pep Boys, Sports Authority, and Pacific Sunwear detracted about 0.25% from total performance. Stocks in the materials sector detracted value as well. In the beginning
of the quarter, the portfolio was overweight some of the steel and precious metals companies such as U.S. Steel and Phelps Dodge. These companies were hurt by the strengthening dollar, and were sold out of the portfolio during the quarter. Finally,
in the financial services sector, names which are sensitive to an increasing interest rate environment detracted value such as Ameritrade and Knight Trading. Health care was the best performing sector during the quarter mostly due to specific
situations in two biotechnology stocks. Gen Probe contributed about 0.35% to portfolio performance, as its stock continued to benefit from the release of Tigris, its new nucleic acid testing system. OSI Pharmaceuticals also contributed 0.41% to
performance. OSI rose on the news that its new drug Tarceeva had exceeded survival hurdles in patients with small cell lung cancer.



During the first six months of the year, the portfolio lagged the Russell Mid Cap Growth Index by 2.93%. Technology contributed the most to the
portfolios performance, about 0.30%, aided by superior security selection within the computer services software & systems and computer technology industries. However, an overweight of the electronics industry, specifically the
portfolios position in Sanmina, detracted approximately 0.40% from performance. On the whole, materials and processing and producer durables were the largest detractors on a sector level, detracting more than 1.00% from performance. Examples
of securities that underperformed in these broad sectors were U.S. Steel, Lam Research and Novellus Systems.



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 June 30, 2004, the Small-Cap
Equity Fund experienced a total return, net of expenses, of (1.94)%. By comparison, the Russell 2000 Index produced an investment record of 0.47% for the same period. For the six months ended June 30, 2004, the Fund experienced a total return, net
of expenses, of 1.13%, compared to an investment record of 6.76% for the Russell 2000 Index for the same period. The 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 June 30, 2004. The combined overweight and stock selection in information technology, namely semiconductor production, hurt performance for both
the second quarter and year to date. Poor stock selection in health care also hurt performance in the second quarter. The majority of the portfolios underperformance can be attributed to negative stock selection in this sector, namely
biotechnology. The largest positive contributor during the second quarter was the materials sector where both sector and stock selection were positive. Strong stock selection was the main contributor in both the second quarter and year to date. The
second largest



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contributor to performance for both the second quarter and year to date was the financials sector. The portfolio has benefited from its underweight in the
thrifts and mortgages industry and positive stock selection within the capital markets and consumer finance industry.



The portion of the Small-Cap Equity Fund advised by Sit Investment Associates, Inc. underperformed the Russell 2000 Index for the quarter ended June 30,
2004. The holding of cash reserves averaging slightly less than five percent was a minor factor in performance with the stock market being essentially flat during the period. The portfolios underperformance was due to stock selection,
principally in the finance and technology services sectors. One company in the finance sector, New York Community Bancorp, accounted for the major portion of the sectors (and the portfolios) weakness. The decline in its shares in the
second quarter was caused by the companys announcement that it was pursuing strategic alternatives as a result of losses in its securities portfolio. Subsequently, the company sold some securities and said it would take a charge for the
losses. Despite these short-term negatives, the underlying business of the company continues to grow and the shares are being retained. In the case of technology services, there was no single company impacting results in a major way, but several
firms, generally held in small weightings, experienced price declines generally related to lower-than-anticipated business development. The two stocks making the largest positive contributions to the portfolio in the quarter were Biosite (up 41%)
and Quicksilver Resources (up 73%).



The reasons for year to
date underperformance of the portion of the Fund advised by Sit Investment Associates, Inc. were generally the same as for the first quarter, namely stock selection in the technology services and electronic technology sectors. The weakest stocks in
each of these two sectors were, respectively, Business Objects and Foundry Networks, both of which lowered earnings guidance for the second quarter. In the case of Business Objects, its earnings forecast was lowered due to currency exchange losses
and integration costs of an acquisition. The company remains a leader in business intelligence products, which has excellent growth potential, and the shares are being retained. Foundry Networks, a maker of computer hardware and networking
equipment, experienced softness in demand in Japan, but operations in Europe and the U.S. remain strong. The company is a strong competitor to Cisco Systems, and its shares are also being retained. There were also some very strong performers during
the first half, the two companies providing the largest positive contributions to the portfolio being Biosite (up 56%) and Quicksilver Resources (86%).



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 June 30, 2004, the International Equity Fund experienced a total return, net of expenses, of 0.69%. 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 (0.90)% for the same period. For the six months ended June 30, 2004, the Fund experienced a total
return, net of expenses, of 3.60%, compared to an investment record of 3.82% for the MSCI AC World Ex-U.S. Index for the same period. The 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 June 30, 2004. International equities continued to show gains, while the modest
strength of the U.S. dollar



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reduced returns to domestic investors. The quarter was dominated by worries about the speed of interest rate rises in the U.S., as the quarter produced the
first Fed rate hike in more than four years. At the same time, corporate profitability has maintained its momentum. In Asia, Japan lagged other developed markets and emerging markets fell as investors worried about risk and a potential slowdown in
China. There was a rotation within markets in the second quarter with defensive sectors such as consumer staples and health care outperforming. The energy sector benefited from higher oil prices and excess cash flow. Technology and interest rate
sensitive sectors such as financials lagged the broader market. Defensive stocks such as Schering, Tesco and Reckitt Benckiser all reported positive top line growth. BMW, after a poor first quarter (in price relative terms), reiterated its volume
and margin targets. Yukos has ceased to trade on fundamentals and is dependent upon the whim of the Russian government. Nokia reported poor results as competition in handsets increased. Average selling prices fell and Nokias market share came
under pressure. Samsung gave up some of its very strong performance as emerging market stocks underperformed the broader indices.



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 year to date period ended June 30, 2004.



Underperformance can be attributed largely to stock selection in the consumer discretionary sector where holding BMW and Fuji Photo combined with a lack of exposure to Toyota detracted from performance. BMW shares were weak during the
quarter as concerns about the weak dollar and a continued decline in German new car registrations weighed heavily on the stock. The stock bounced back in the second quarter as the German company reported strong sales figures but still closed out the
six month period with a 3% loss. Shares of Fuji Photo were hit when it became apparent that the rise in sales of digital cameras was not sufficient to offset the decline in traditional film sales, and the portfolio sold the stock. Toyota (which is
not held in the portfolio) racked up gains of 20% during the first half. The company overtook Ford to become the second leading automaker in the world and it continued to gain share in the US and once again topped JD Powers dependability surveys. An
overweight position in Honda (up 9% for the period) helped offset some of the pain but could not do so entirely.



Overweight positions in CVRD, Vodafone and Yukos also impacted performance negatively. Brazilian iron ore producer CVRD was hit by concerns about higher
U.S. interest rates and the possibility of a slowdown in China. Brazil, with its large stockpile of dollar denominated debt, is vulnerable to higher U.S. rates, while China has been the main driver behind the surge in iron ore demand. Investors were
turned off by Vodafones (failed) attempt to acquire AT&T Wireless. Those concerns were exacerbated by the companys ongoing problems in Japan and by the departure of two senior executives. Yukos shares took a dive in the second
quarter (and are down 25% for the year to date period) as political pressures on the company resurfaced in the form of a $3.5 billion tax bill that threatened to plunge the company into possible bankruptcy.



On the positive side, stock selection in the area of consumer staples
contributed positively to performance. The portfolios showing in the sector was spearheaded by an overweight in Reckitt Benckiser. The stock rose more than 25% during the first half as the company continued to generate outstanding sales and
earnings.



The portfolio also did well in energy due to strong
performance by the BG Group and ENI. Strong earnings and speculation about a possible takeover attempt drove shares of BG up 20% in the first half, while shares of ENI benefited from a continued rise in energy prices.



Other noteworthy contributors to performance included Takefuji, the Japanese
consumer finance company that surged in the first half as improving economic conditions in Japan prompted a decline in personal bankruptcies and defaults. Holcim rose on expectations that cost-cutting and improved global demand would drive up
profits for the construction materials producer.



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The portion of the International Equity Fund advised by Philadelphia International Advisors, L.P.
outperformed the MSCI AC World Ex-U.S. Index for the quarter ended June 30, 2004. The portfolios low relative exposure to Asian markets benefited performance, but the primary driver of the higher returns was security selection, which was
favorable on both a country and sector basis. After a protracted period where investors had disfavored low P/E stocks or low risk, the investment headwinds described above led investors back toward stocks with these characteristics. The portfolio
holdings outperformed their respective sectors across the board. On a country basis, the best relative returns came from strong stock selection in Germany, Sweden, and Spain. Year to date, the portfolio remains behind the Index by a modest margin
due primarily to an underweight in Japanese securities and a lack of Japanese banks which heavily outperformed the Index earlier in the year.



Structured Portfolio Service



The portfolios of the Structured Portfolio Service invest in the funds described above according to conservative, moderate and aggressive allocations.
Funds in the Conservative Portfolio are allocated as follows: Stable Asset Return Fund, 30%; Intermediate Bond Fund, 35%; Large-Cap Value Equity Fund, 7%; Large-Cap Growth Equity Fund, 7%; Index Equity Fund, 14%; and International Equity Fund, 7%.
Funds in the Moderate Portfolio are allocated as follows: Stable Asset Return Fund 10%; Intermediate Bond Fund, 30%; Large-Cap Value Equity Fund, 9%; Large-Cap Growth Equity Fund, 9%; Index Equity Fund, 23%; Mid-Cap Value Equity Fund, 2%; Mid-Cap
Growth Equity Fund, 2%; and International Equity Fund, 15%. Funds in the Aggressive Portfolio are allocated as follows: Intermediate Bond Fund, 15%; Large-Cap Value Equity Fund, 13%; Large-Cap Growth Equity Fund, 13%; Index Equity Fund, 30%; Mid-Cap
Value Equity Fund, 3%; Mid-Cap Growth Equity Fund, 3%; Small-Cap Equity Fund, 3%; and International Equity Fund, 20%.



For the quarter ended June 30, 2004, the Structured Portfolio Service experienced a total return, net of expenses, of (0.14)% for the Conservative
Portfolio, 0.03% for the Moderate Portfolio, and 0.42% for the Aggressive Portfolio.



For the six month period ended June 30, 2004, the Structured Portfolio Service experienced a total return, net of expenses, of 1.69% for the Conservative Portfolio, 2.26% for the Moderate Portfolio, and 2.89% 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 June 30, 2004, the Collective Trust issued an aggregate of approximately $160,120,157 in unregistered Units. Such Units were
offered and sold at their net asset value in reliance upon the exemption from registration under Rule 180 promulgated under the Securities Act of 1933 relating to exemption from registration of interests and participations issued in connection with
certain H.R. 10 plans. Proceeds received by the Collective Trust from the sale or transfer of the Units are applied to the applicable Fund or portfolio of the Structured Portfolio Service.



Item 6.    EXHIBITS AND REPORTS ON FORM 8-K.



a.    EXHIBITS



|     |  |                                                                                                                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1 |  | Amendment dated July 16, 2004, to Investment Advisor Agreement, dated July 1, 2004, by and between State Street Bank and Trust Company and Pacific Investment Management Company,
LLC.                 
|     | 
|10.2 |  | Letter Agreement dated May 12, 2004 relating to Investment Advisor Agreement effective as of April 1, 2003 by and between State Street Bank and Trust Company and J.P. Morgan Fleming Asset
Management.
|     | 
|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.



|               |  |                                                                  |  |                               
|-------------- |  | ---------------------------------------------------------------- |  | ------------------------------
|               |  | AMERICAN BAR ASSOCIATION MEMBERS / STATE STREET COLLECTIVE TRUST
|               |  |                                                                 
|August 6, 2004 |  | By:                                                              |  | /s/    JAMES S. PHALEN        
|               |  |                                                                  |  | Name: James S. Phalen         
|               |  |                                                                  |  | Title: Chief Executive Officer
|               |  |                                                                 
|August 6, 2004 |  | By:                                                              |  | /s/    BETH M. HALBERSTADT    
|               |  |                                                                  |  | Name: Beth M. Halberstadt     
|               |  |                                                                  |  | Title: Chief Financial Officer



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                        
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                            
|10.1        |  | Amendment dated July 16, 2004, to Investment Advisor Agreement, dated July 1, 2004, by and between State Street Bank and Trust Company and Pacific Investment Management Company,
LLC.                 
|            | 
|10.2        |  | Letter Agreement dated May 12, 2004 relating to Investment Advisor Agreement effective as of April 1, 2003 by and between State Street Bank and Trust Company and J.P. Morgan Fleming Asset
Management.
|            | 
|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.                                                         



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