UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

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


                                  FORM 10-Q/A


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

For the quarterly period ended September 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 33-50080


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

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




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

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

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



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


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

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


<PAGE>


EXPLANATORY NOTE

      This Form 10-Q/A is being filed to correct certain data in the "Financial
Highlights" table for the International Equity Fund which appeared under "Item
1, Financial Information" in the American Bar Association Members/State Street
Collective Trust's (the "Collective Trust") Quarterly Report on Form 10-Q for
the quarter ended September 30, 2004, filed with the Securities and Exchange
Commission on November 9, 2004. The data being corrected appear under the
following headings in such table: "Net expenses," "Net investment income
(loss)," and "Net realized and unrealized gain (loss)" for the period July 1,
2004 to September 30, 2004 and the period January 1, 2004 to September 30,
2004. No error was present in the information given under the heading "Net
increase (decrease) in unit value" in the initial filing for either period.

      No attempt has been made in this Form 10-Q/A to modify or update other
disclosures presented in the original report on Form 10-Q, except as required
to reflect the restatement. The Form 10-Q/A does not reflect events occurring
after the filing of the Form 10-Q or modify or update those disclosures,
including the exhibits to the Form 10-Q affected by subsequent events.
Information not affected by the restatement is unchanged and reflects the
disclosures made at the time of the original filing of the Form 10-Q.
Accordingly, this Form 10-Q/A should be read in conjunction with the
Collective Trust's filings made with the SEC subsequent to the filing of the
original Form 10-Q, including any amendments to those filings.

      For the convenience of the reader, this Form 10-Q/A sets forth the
original Form 10-Q filing, as amended, in its entirety, with the exception of
exhibits.


<PAGE>

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION ................................................4
         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

                                      2

<PAGE>

                  Statement of Operations ...................................37
                  Statement of Changes in Net Assets ........................38
                  Financial Highlights ......................................39

         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 ..........................................73

         Item 4. Controls and Procedures ....................................84

PART II. OTHER INFORMATION ..................................................85

         Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.85

         Item 6. Exhibits ...................................................85

SIGNATURES


                                      3

<PAGE>





PART I.  FINANCIAL INFORMATION.

Item 1. FINANCIAL STATEMENTS (UNAUDITED).

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

<TABLE>
<CAPTION>
                                                                         September 30, 2004
                                                                         ------------------
                                  Assets

<S>                                                                       <C>
Investments, at value (cost $244,065,956)...............................  $ 289,993,341 (a)
Intermediate Bond Fund (cost $176,082,504 and units of 9,727,919).......    180,973,513
Cash....................................................................         35,322
Receivable for investments sold.........................................        102,952
Dividends and interest receivable.......................................        197,577
Receivable for fund units sold..........................................         59,373
                                                                           ---------------
      Total assets......................................................    471,362,078
                                                                           ---------------
                                Liabilities

Payable for investments purchased.......................................      1,046,678
Payable for collateral received on securities loaned....................     13,624,094
Investment advisory fee payable.........................................        102,819
State Street Bank and Trust Company--program fee payable................         61,647
Trustee, management and administration fees payable.....................         17,570
American Bar Retirement Association--program fee payable................          9,998
State Street Bank and Trust Company--administration fee payable.........          3,606
Other accruals..........................................................         31,683
                                                                           ---------------
      Total liabilities.................................................     14,898,095
                                                                           ---------------
Net assets (equivalent to $72.71 per unit based on 6,278,039 units
outstanding)............................................................  $ 456,463,983
                                                                           ===============
</TABLE>

(a) Includes securities on loan with a value of $13,315,553.


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

                                      4

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------


Investment income
<S>                                                                                      <C>                      <C>
    Dividends (net of foreign tax expense of $12,543 and $42,993, respectively)......    $   1,026,563            $ 3,063,398
    Interest.........................................................................           13,730              3,460,101
    Securities lending income........................................................            3,477                 29,324
                                                                                         -------------             ----------
                 Total investment income.............................................        1,043,770              6,552,823
                                                                                         -------------             ----------
Expenses
    Investment advisory fee..........................................................          156,666                690,546
    State Street Bank and Trust Company--program fee.................................          198,628                867,632
    American Bar Retirement Association--program fee.................................           31,151                134,694
    Trustee, management and administration fees......................................           54,310                235,417
    Reports to unitholders...........................................................            1,242                 47,087
    Legal and audit fees.............................................................           11,848                 68,273
    Compliance consultant fees.......................................................           31,047                 31,047
    Registration fees................................................................            1,419                  4,946
    State Street Bank and Trust Company--administration fees.........................            3,606                  3,606
    Other fees.......................................................................           26,464                 38,219
                                                                                         -------------             ----------
                 Total expenses......................................................          516,381              2,121,467
                                                                                         -------------             ----------
Net investment income (loss).........................................................          527,389              4,431,356
                                                                                         -------------             ----------
Realized and unrealized gain (loss) on investments
           Net realized gain (loss)..................................................        1,121,057              8,930,897
           Change in net unrealized appreciation (depreciation)......................       (6,223,731)            (8,846,003)
                                                                                         -------------             ----------

                 Net realized and unrealized gain (loss).............................       (5,102,674)                84,894
                                                                                         -------------             ----------
Net increase (decrease) in net assets resulting from operations......................     $ (4,575,285)           $ 4,516,250
                                                                                         =============         ==============

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

                                      5

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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------
From operations
<S>                                                                                     <C>                    <C>
     Net investment income (loss)....................................................    $     527,389          $   4,431,356
     Net realized gain (loss)........................................................        1,121,057              8,930,897
     Change in net unrealized appreciation (depreciation)............................       (6,223,731)            (8,846,003)
                                                                                         -------------          -------------
              Net increase (decrease) in net assets resulting from operations........       (4,575,285)             4,516,250
                                                                                         -------------          -------------

From unitholder transactions
     Proceeds from units issued......................................................        2,098,500             22,186,869
     Cost of units redeemed..........................................................       (6,729,180)           (28,100,114)
              Net increase (decrease) in net assets resulting from unitholder
                transactions.................                                               (4,630,680)            (5,913,245)
                                                                                         -------------          -------------
              Net increase (decrease) in net assets..................................       (9,205,965)            (1,396,995)
Net Assets
     Beginning of period.............................................................      465,669,948            457,860,978
                                                                                         -------------          -------------
     End of period...................................................................    $ 456,463,983          $ 456,463,983
                                                                                         =============          =============

Number of units
     Outstanding-beginning of period.................................................        6,343,078              6,362,019
        Issued.......................................................................           29,152                302,117
        Redeemed.....................................................................          (94,191)              (386,097)
                                                                                         -------------          -------------
     Outstanding-end of period.......................................................        6,278,039              6,278,039
                                                                                         =============          =============

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

</TABLE>

                                      6

<PAGE>

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

              (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004 to
                                                                                        September 30, 2004      September 30, 2004
                                                                                        ------------------      ------------------
<S>                                                                                         <C>                      <C>
Investment income++..................................................................       $ 0.17                   $   1.03
Net expenses(+)++....................................................................        (0.08)                     (0.33)
                                                                                        ------------------      ------------------
Net investment income (loss).........................................................         0.09                       0.70
Net realized and unrealized gain (loss)..............................................        (0.79)                      0.04
                                                                                        ------------------      ------------------
Net increase (decrease) in unit value................................................        (0.70)                      0.74
Net asset value at beginning of period...............................................        73.41                      71.97
                                                                                        ------------------      ------------------
Net asset value at end of period.....................................................      $ 72.71                  $   72.71
                                                                                        ==================      ==================

Ratio of net expenses to average net assets*.........................................         0.45%                     0.61%
Ratio of net investment income (loss) to average net assets*.........................         0.46%                     1.28%
Portfolio turnover**.................................................................         3.49%                    71.11%
Total return**.......................................................................        (0.95)%                    1.03%
Net assets at end of period (in thousands)...........................................     $456,464                   $456,464
</TABLE>


-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

                                      7

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                September 30, 2004
                                                                                                ------------------
                                 Assets

<S>                                                                                             <C>
Investments, at value:
State Street Bank and Trust Company Russell 3000 Index Securities Lending Fund
(cost $369,016,204 and units of 40,088,152)..........................................           $   355,261,201
Receivable for fund units sold.......................................................                   111,401
                                                                                                ------------------
        Total assets.................................................................               355,372,602
                                                                                                ------------------
                                Liabilities

Payable for fund units redeemed......................................................                    57,954
State Street Bank and Trust Company--program fee payable.............................                    75,916
Trustee, management and administration fees payable..................................                    21,665
American Bar Retirement Association--program fee payable.............................                    12,344
State Street Bank and Trust Company--administration fee payable......................                     4,553
Other accruals.......................................................................                    35,456
                                                                                                ------------------
        Total liabilities............................................................                   207,888
                                                                                                ------------------
Net assets (equivalent to $27.45 per unit based on 12,939,975 units outstanding).....           $   355,164,714
                                                                                                ==================

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


                                      8

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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         ----------------


Investment income
<S>                                                                                  <C>                       <C>
    Securities lending income from underlying affiliated fund......................      $      6,022               $    21,924
                                                                                     ----------------         -----------------
                 Total investment income...........................................             6,022                    21,924
                                                                                     ----------------         -----------------
Expenses
    State Street Bank and Trust Company--program fee...............................           250,817                   741,177
    American Bar Retirement Association--program fee...............................            39,318                   115,216
    Trustee, management and administration fees....................................            68,557                   201,313
    Reports to unitholders.........................................................             1,568                    35,183
    Legal and audit fees...........................................................            14,958                    56,331
    Compliance consultant fees.....................................................            39,200                    39,200
    Registration fees..............................................................             1,792                     4,378
    State Street Bank and Trust Company--administration fees.......................             4,553                     4,553
    Other fees.....................................................................            33,415                    42,034
                                                                                     ----------------         -----------------
                 Total expenses....................................................           454,178                 1,239,385
                                                                                     ----------------         -----------------
Net investment income (loss).......................................................          (448,156)               (1,217,461)
                                                                                     ----------------         -----------------
Net realized and unrealized gain (loss) on investments in affiliated fund
           Net realized gain (loss)................................................          (780,681)               (2,482,795)
           Change in net unrealized appreciation (depreciation)....................        (5,904,049)                7,481,021
                                                                                     ----------------         -----------------
                 Net realized and unrealized gain (loss)...........................        (6,684,730)                4,998,226
                                                                                     ----------------         -----------------
Net increase (decrease) in net assets resulting from operations....................      $ (7,132,886)              $ 3,780,765
                                                                                     ================         =================

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

</TABLE>

                                      9

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



<TABLE>
<CAPTION>
                                                                                        For the period         For the period
                                                                                        July 1, 2004 to        January 1, 2004
                                                                                        September 30,          to September 30,
                                                                                             2004                    2004
                                                                                     ------------------        -----------------
<S>                                                                                  <C>                       <C>
From operations
     Net investment income (loss)..................................................  $       (448,156)         $     (1,217,461)
     Net realized gain (loss)......................................................          (780,681)               (2,482,795)
     Change in net unrealized appreciation (depreciation)..........................        (5,904,049)                7,481,021
                                                                                     ----------------          ----------------
              Net increase (decrease) in net assets resulting from operations......        (7,132,886)                3,780,765
                                                                                     ----------------          ----------------

From unitholder transactions
     Proceeds from units issued....................................................         8,865,696                43,235,467
     Cost of units redeemed........................................................        (2,730,251)              (10,731,155)
                                                                                      ----------------         -----------------
             Net increase (decrease) in net assets resulting from unitholder
                 transactions......................................................         6,135,445                32,504,312
                                                                                      ----------------         -----------------
              Net increase (decrease) in net assets................................          (997,441)               36,285,077
Net Assets
     Beginning of period...........................................................       356,162,155               318,879,637
                                                                                      ----------------         -----------------
     End of period.................................................................     $ 355,164,714          $    355,164,714
                                                                                      ================         =================

Number of units
     Outstanding-beginning of period...............................................        12,713,376                11,764,241
        Issued.....................................................................           327,235                 1,566,617
        Redeemed...................................................................          (100,636)                 (390,883)
                                                                                      ----------------         -----------------
     Outstanding-end of period.....................................................        12,939,975                12,939,975
                                                                                      ================         =================
</TABLE>

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

                                      10

<PAGE>
        American Bar Association Members/ State Street Collective Trust
                               Index Equity Fund
                             Financial Highlights
                                   Unaudited
                (For a unit outstanding throughout the period)


<TABLE>
<CAPTION>
                                                                                     For the period            For the period
                                                                                     July 1, 2004 to           January 1, 2004 to
                                                                                     September 30, 2004        September 30, 2004
                                                                                     ------------------        ------------------
<S>                                                                                  <C>                       <C>
Investment income++(a).............................................................  $          0.00           $           0.00
Net expenses+(a)...................................................................            (0.04)                     (0.10)
                                                                                      ----------------         -----------------
Net investment income (loss).......................................................            (0.04)                     (0.10)
Net realized and unrealized gain (loss)............................................            (0.52)                      0.44
                                                                                      ----------------         -----------------
Net increase (decrease) in unit value..............................................            (0.56)                      0.34
Net asset value at beginning of period.............................................            28.01                      27.11
                                                                                      ----------------         -----------------
Net asset value at end of period...................................................  $         27.45           $          27.45
                                                                                     ==================        =================

Ratio of net expenses to average net assets*.......................................             0.52%                      0.48%
Ratio of net investment income (loss) to average net assets*.......................            (0.51)%                    (0.47)%
Portfolio turnover**...............................................................             1.23%                      2.44%
Total return**.....................................................................            (2.00)%                     1.25%
Net assets at end of period (in thousands).........................................          $355,165                   $355,165


-----------------
*       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.
(a)     Calculations prepared using the monthly average number of units
        outstanding during the period.

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

</TABLE>

                                      11

<PAGE>
        American Bar Association Members/ State Street Collective Trust
                            Intermediate Bond Fund
                      Statement of Assets and Liabilities
                                   Unaudited
<TABLE>
<CAPTION>

                                                                                    September 30, 2004
                                                                                    ------------------
                          Assets

<S>                                                                                 <C>
Investments, at value (cost $603,681,312).......................................... $ 606,022,503 (a)
Foreign currency, at value (cost $1,886,600).......................................     1,901,076
Cash...............................................................................     4,825,757
Receivable for futures variation margin............................................        21,374
Receivable for investments sold....................................................     4,361,484
Receivable for fund units sold.....................................................       965,795
Interest receivable................................................................     1,801,268
                                                                                    ------------------
        Total assets...............................................................   619,899,257
                                                                                    ------------------
                        Liabilities

Payable for investments purchased..................................................   183,437,716
Swap contracts, at value (cost $976,309)...........................................       785,887
Options written, at value (premiums received $249,753).............................       118,723
Payable for collateral received on securities loaned...............................     3,335,600
Investment advisory fee payable....................................................        95,542
State Street Bank and Trust Company--program fee payable...........................        96,813
Trustee, management and administration fees payable................................        27,422
American Bar Retirement Association--program fee payable...........................        15,597
Gross unrealized depreciation of forward exchange currency contracts...............       362,001
State Street Bank and Trust Company--administration fee payable....................         5,571
Other accruals.....................................................................        44,618
                                                                                    ------------------
        Total liabilities..........................................................   188,325,490
                                                                                    ------------------
Net assets (equivalent to $18.60 per unit based on 23,198,504 units
           outstanding)............................................................ $ 431,573,767
                                                                                    ==================

(a) Includes securities on loan with a value of $3,269,023.

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

</TABLE>

                                      12

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------


Investment income
<S>                                                                                     <C>                     <C>
    Dividends......................................................................     $     41,659            $        41,659
    Interest.......................................................................        2,383,617                  4,797,703
    Securities lending income......................................................            8,058                     15,701
                                                                                        --------------          ----------------
                 Total investment income...........................................        2,433,334                  4,855,063
                                                                                        --------------          ----------------
Expenses
    Investment advisory fee........................................................          290,817                    637,191
    State Street Bank and Trust Company--program fee...............................          306,860                    650,875
    American Bar Retirement Association--program fee...............................           48,108                    101,367
    Trustee, management and administration fees....................................           83,878                    177,033
    Reports to unitholders.........................................................            1,918                     25,504
    Legal and audit fees...........................................................           18,302                     47,331
    Compliance consultant fees.....................................................           47,961                     47,961
    Registration fees..............................................................            2,192                      4,006
    State Street Bank and Trust Company--administration fees.......................            5,571                      5,571
    Other fees.....................................................................           40,882                     46,929
                                                                                        --------------          ----------------
                 Total expenses....................................................          846,489                  1,743,768
                                                                                        --------------          ----------------
Net investment income (loss).......................................................        1,586,845                  3,111,295
                                                                                        --------------          ----------------
Net realized and unrealized gain (loss)
    Net realized gain (loss) on:
           Investments.............................................................        5,376,428                  5,705,679
           Foreign currency transactions and forward currency exchange contracts...          276,793                    333,990
           Written options.........................................................                0                    322,864
           Futures contracts.......................................................        2,512,590                  2,592,800
                                                                                        --------------          ----------------
                 Net realized gain (loss)..........................................        8,165,811                  8,955,333
                                                                                        --------------          ----------------
    Change in net unrealized appreciation (depreciation) on:
           Investments.............................................................        2,044,999                     78,032
           Foreign currency transactions and forward currency exchange contracts...         (589,910)                  (170,450)
           Written options.........................................................           79,930                    110,302
           Futures contracts.......................................................          171,605                   (326,072)
           Swaps contracts.........................................................          246,236                    254,810
                                                                                        --------------          ----------------
           Change in net unrealized appreciation (depreciation)....................        1,952,860                    (53,378)
                                                                                        --------------          ----------------
                 Net realized and unrealized gain (loss)...........................       10,118,671                  8,901,955
                                                                                        --------------          ----------------
Net increase (decrease) in net assets resulting from operations....................  $    11,705,516            $    12,013,250
                                                                                     ================           ================

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

</TABLE>

                                      13

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------

<S>                                                                                   <C>                       <C>
From operations
     Net investment income (loss)..................................................   $    1,586,845            $     3,111,295
     Net realized gain (loss)......................................................        8,165,811                  8,955,333
     Change in net unrealized appreciation (depreciation)..........................        1,952,860                    (53,378)
                                                                                      ----------------          ----------------
              Net increase (decrease) in net assets resulting from operations......       11,705,516                 12,013,250
                                                                                      ----------------          ----------------
From unitholder transactions
     Proceeds from units issued*...................................................        4,431,228                200,976,033
     Cost of units redeemed........................................................       (3,242,585)               (17,426,077)
                                                                                      ----------------          ----------------
              Net increase (decrease) in net assets resulting from unitholder
                 transactions......................................................        1,188,643                183,549,956
                                                                                      ----------------          ----------------
              Net increase (decrease) in net assets................................       12,894,159                195,563,206
Net Assets
     Beginning of period...........................................................      418,679,608                236,010,561
                                                                                      ----------------          ----------------
     End of period.................................................................   $  431,573,767            $   431,573,767
                                                                                      ================          ================

Number of units
     Outstanding-beginning of period...............................................       23,135,865                 13,060,672
        Issued*....................................................................          239,161                 11,093,596
        Redeemed...................................................................         (176,522)                  (955,764)
                                                                                      ----------------          ----------------
     Outstanding-end of period.....................................................       23,198,504                 23,198,504
                                                                                      ================          ================

--------------
*    Includes Balanced Fund transaction of $173,984,004 and 9,614,275 units
     issued reflecting the transfer of the fixed income receivable portion of
     the 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.


</TABLE>

                                      14

<PAGE>

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

                (For a unit outstanding throughout the period)


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004 to
                                                                                        September 30, 2004      September 30, 2004
                                                                                        ------------------      ------------------
<S>                                                                                      <C>                     <C>
Investment income++................................................................      $          0.11        $          0.29
Net expenses(+)++..................................................................                (0.04)                 (0.11)
                                                                                         ----------------       ----------------
Net investment income (loss).......................................................                 0.07                   0.18
Net realized and unrealized gain (loss)............................................                 0.43                   0.35
                                                                                         ----------------       ----------------
Net increase (decrease) in unit value..............................................                 0.50                   0.53
Net asset value at beginning of period.............................................                18.10                  18.07
                                                                                         ----------------       ----------------
Net asset value at end of period...................................................      $         18.60         $        18.60
                                                                                         ================       ================
Ratio of net expenses to average net assets*.......................................                 0.80%                  1.15%
Ratio of net investment income (loss) to average net assets*.......................                 1.49%                  2.05%
Portfolio turnover**...............................................................                81.80%                241.95%
Total return**.....................................................................                 2.76%                  2.93%
Net assets at end of period (in thousands).........................................              $431,574               $431,574


-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

</TABLE>

                                      15

<PAGE>

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

<TABLE>
<CAPTION>
                                                                           September 30, 2004
                                                                           ------------------
                          Assets

<S>                                                                        <C>
Investments, at value (cost $132,753,604)...............................   $ 159,234,664 (a)
Foreign currency, at value (cost $377,647)..............................         382,601
Receivable for investments sold.........................................         513,056
Cash....................................................................           7,041
Dividends receivable....................................................         315,018
Tax reclaims receivable.................................................         101,140
Receivable for fund units sold..........................................          38,723
                                                                           ------------------
                 Total assets...........................................     160,592,243
                                                                           ------------------
                        Liabilities

Payable for investments purchased.......................................       1,554,692
Payable for fund units redeemed.........................................         934,572
Payable for collateral received on securities loaned....................      21,520,147
Tax withholding payable.................................................          17,572
Investment advisory fee payable.........................................          66,969
State Street Bank and Trust Company--program fee payable................          30,638
Trustee, management and administration fees payable.....................           8,663
American Bar Retirement Association--program fee payable................           4,917
State Street Bank and Trust Company--administration fee payable.........           1,734
Other accruals..........................................................          12,838
                                                                           ------------------
                 Total liabilities......................................      24,152,742
                                                                           ------------------
Net assets (equivalent to $19.11 per unit based on 7,140,341 units
           outstanding).................................................   $ 136,439,501
                                                                           ==================

(a) Includes securities on loan with a value of $20,479,984.

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


</TABLE>

                                      16

<PAGE>


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


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------


Investment income
<S>                                                                                     <C>                      <C>
    Dividends (net of foreign tax expense of $50,775 and $259,169, respectively).....   $      689,555           $  2,787,491
    Interest.........................................................................           15,986                 40,747
    Securities lending income........................................................           19,880                 45,197
                                                                                       ---------------           ------------
                 Total investment income.............................................          725,421              2,873,435
                                                                                       ---------------           ------------
Expenses
    Investment advisory fee..........................................................          201,034                581,537
    State Street Bank and Trust Company--program fee.................................           95,509                275,206
    American Bar Retirement Association--program fee.................................           14,971                 42,775
    Trustee, management and administration fees......................................           26,104                 74,751
    Reports to unitholders...........................................................              597                 12,911
    Legal and audit fees.............................................................            5,697                 20,853
    Compliance consultant fees.......................................................           14,928                 14,928
    Registration fees................................................................              682                  1,629
    State Street Bank and Trust Company--administration fees.........................            1,734                  1,734
    Other fees.......................................................................           12,724                 15,882
                                                                                       ---------------           ------------
                 Total expenses......................................................          373,980              1,042,206
                                                                                       ---------------           ------------
Net investment income (loss).........................................................          351,441              1,831,229
                                                                                       ---------------           ------------
Realized and unrealized gain (loss)
    Net realized gain (loss) on:
           Investment securities.....................................................          554,069              6,600,938
           Foreign currency..........................................................           10,332                (20,675)
                                                                                       ---------------           ------------
                 Net realized gain (loss)............................................          564,401              6,580,263
                                                                                       ---------------          -------------
    Change in net unrealized appreciation (depreciation) on:
           Investment securities.....................................................          843,041             (2,298,249)
           Foreign currency..........................................................            3,769                 (7,122)
                                                                                       ---------------           ------------
           Change in net unrealized appreciation (depreciation)......................          846,810             (2,305,371)
                                                                                       ---------------           ------------
                 Net realized and unrealized gain (loss).............................        1,411,211              4,274,892
                                                                                       ---------------           ------------
Net increase (decrease) in net assets resulting from operations......................  $     1,762,652           $  6,106,121
                                                                                       ===============           ============

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

</TABLE>

                                      17

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------

<S>                                                                                     <C>                     <C>
From operations
     Net investment income (loss)....................................................   $      351,441          $   1,831,229
     Net realized gain (loss)........................................................          564,401              6,580,263
     Change in net unrealized appreciation (depreciation)............................          846,810             (2,305,371)
                                                                                        --------------          -------------
              Net increase (decrease) in net assets resulting from operations........        1,762,652              6,106,121
                                                                                        --------------          -------------

From unitholder transactions
     Proceeds from units issued......................................................        3,524,177             31,729,254
     Cost of units redeemed..........................................................       (1,084,639)           (16,761,966)
                                                                                        --------------          -------------
              Net increase (decrease) in net assets resulting from unitholder
                  transactions.......................................................        2,439,538             14,967,288
                                                                                        --------------          -------------
              Net increase (decrease) in net assets..................................        4,202,190             21,073,409

Net Assets
     Beginning of period.............................................................      132,237,311            115,366,092
                                                                                        --------------          -------------
     End of period...................................................................   $  136,439,501          $ 136,439,501
                                                                                        ==============          =============
Number of units
     Outstanding-beginning of period.................................................        7,005,959              6,331,977
        Issued.......................................................................          191,943              1,703,798
        Redeemed.....................................................................          (57,561)              (895,434)
                                                                                        --------------          -------------

     Outstanding-end of period.......................................................        7,140,341              7,140,341
                                                                                        ==============          =============

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


</TABLE>

                                      18

<PAGE>


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

                (For a unit outstanding throughout the period)



<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004 to
                                                                                        September 30, 2004      September 30, 2004
                                                                                        ------------------      ------------------
<S>                                                                                     <C>                      <C>
Investment income++..................................................................   $         0.10           $          0.42
Net expenses(+)++....................................................................            (0.05)                    (0.15)
                                                                                        --------------           ---------------
Net investment income (loss).........................................................             0.05                      0.27
Net realized and unrealized gain (loss)..............................................             0.19                      0.62
                                                                                        --------------           ---------------
Net increase (decrease) in unit value................................................             0.24                      0.89
Net asset value at beginning of period...............................................            18.87                     18.22
                                                                                        --------------           ---------------
Net asset value at end of period.....................................................   $        19.11           $         19.11
                                                                                        ==============           ===============

Ratio of net expenses to average net assets*.........................................            1.12%                    1.09%
Ratio of net investment income (loss) to average net assets*.........................            1.06%                    1.91%
Portfolio turnover**.................................................................            2.09%                   20.37%
Total return**.......................................................................            1.27%                    4.88%
Net assets at end of period (in thousands)...........................................         $136,440                 $136,440



-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

                                      19

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

<TABLE>
<CAPTION>
                                                                             September 30, 2004
                                                                             ------------------
                                Assets

<S>                                                                          <C>
Investments, at value (cost $713,921,998)................................... $   813,189,078 (a)
Cash........................................................................           1,472
Receivable for investments sold.............................................       1,751,917
Dividends and interest receivable...........................................         355,602
Receivable for fund units sold..............................................          44,641
                                                                             ----------------
        Total assets........................................................     815,342,710
                                                                             ----------------
                                Liabilities

Payable for investments purchased...........................................       4,733,915
Payable for collateral received on securities loaned........................      13,151,285
Investment advisory fee payable.............................................         312,684
State Street Bank and Trust Company--program fee payable....................         179,404
Trustee, management and administration fees payable.........................          51,070
American Bar Retirement Association--program fee payable....................          29,028
State Street Bank and Trust Company--administration fee payable.............          10,438
Other accruals..............................................................          93,353
                                                                             ----------------
        Total liabilities...................................................      18,561,177
                                                                             ----------------
Net assets (equivalent to $42.37 per unit based on 18,804,991 units
            outstanding).................................................... $   796,781,533
                                                                             ================

(a) Includes securities on loan with a value of $12,852,390.

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


</TABLE>

                                      20

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------

<S>                                                                                     <C>                     <C>
Investment income
    Dividends (net of foreign tax expense of $15,636 and $57,521, respectively)......   $    1,638,109          $   4,867,954
    Interest.........................................................................           43,788                 90,482
    Securities lending income........................................................           11,335                 37,527
                                                                                        --------------          --------------
                 Total investment income.............................................        1,693,232              4,995,963
                                                                                        --------------          --------------
Expenses
    Investment advisory fee..........................................................          366,877              1,131,999
    State Street Bank and Trust Company--program fee.................................          574,933              1,786,693
    American Bar Retirement Association--program fee.................................           90,164                277,720
    Trustee, management and administration fees......................................          157,194                485,288
    Reports to unitholders...........................................................            3,594                 86,634
    Legal and audit fees.............................................................           34,293                136,496
    Compliance consultant fees.......................................................           89,862                 89,862
    Registration fees................................................................            4,107                 10,495
    State Street Bank and Trust Company--administration fees.........................           10,438                 10,438
    Other fees.......................................................................           76,599                 97,891
                                                                                        --------------          --------------
                 Total expenses......................................................        1,408,061              4,113,516
                                                                                        --------------          --------------
Net investment income (loss).........................................................          285,171                882,447
                                                                                        --------------          --------------
Net realized and unrealized gain (loss) on investments
           Net realized gain (loss)..................................................       (5,857,468)             9,067,621
    Change in net unrealized appreciation (depreciation) on investments..............      (36,042,108)           (31,774,496)
                                                                                        --------------          --------------
                 Net realized and unrealized gain (loss).............................      (41,899,576)           (22,706,875)
                                                                                        --------------          --------------
Net increase (decrease) in net assets resulting from operations......................   $  (41,614,405)         $ (21,824,428)
                                                                                        ==============          ==============

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

</TABLE>

                                      21

<PAGE>


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


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------

<S>                                                                                     <C>                    <C>
From operations
     Net investment income (loss)....................................................   $      285,171         $      882,447
     Net realized gain (loss)........................................................       (5,857,468)             9,067,621
     Change in net unrealized appreciation (depreciation) on investments.............      (36,042,108)           (31,774,496)
                                                                                        --------------         ---------------
              Net increase (decrease) in net assets resulting from operations........      (41,614,405)           (21,824,428)
                                                                                        --------------         ---------------

From unitholder transactions
     Proceeds from units issued......................................................        4,040,415             26,216,693
     Cost of units redeemed..........................................................      (10,420,274)           (47,703,416)
                                                                                        --------------         ---------------
              Net increase (decrease) in net assets resulting from unitholder
                  transactions.......................................................       (6,379,859)           (21,486,723)
                                                                                        --------------         ---------------
              Net increase (decrease) in net assets..................................      (47,994,264)           (43,311,151)

Net Assets
     Beginning of period.............................................................      844,775,797            840,092,684
                                                                                        --------------         ---------------
     End of period...................................................................   $  796,781,533         $  796,781,533
                                                                                        ==============         ===============

Number of units
     Outstanding-beginning of period.................................................       18,959,013             19,301,445
        Issued.......................................................................           96,301                595,541
        Redeemed......................................................................        (250,323)            (1,091,995)
                                                                                        --------------         ---------------
     Outstanding-end of period.......................................................       18,804,991             18,804,991
                                                                                        ==============         ==============

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


</TABLE>

                                      22

<PAGE>

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

                (For a unit outstanding throughout the period)



<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004 to
                                                                                        September 30, 2004      September 30, 2004
                                                                                        ------------------      ------------------
<S>                                                                                     <C>                      <C>
Investment income++..................................................................   $         0.09          $        0.26
Net expenses(+)++....................................................................            (0.07)                 (0.22)
                                                                                        --------------          --------------
Net investment income (loss).........................................................             0.02                   0.04
Net realized and unrealized gain (loss)..............................................            (2.21)                 (1.19)
                                                                                        --------------          --------------
Net increase (decrease) in unit value................................................            (2.19)                 (1.15)
Net asset value at beginning of period...............................................            44.56                  43.52
                                                                                        --------------          --------------
Net asset value at end of period.....................................................   $        42.37          $       42.37
                                                                                        ==============          ==============

Ratio of net expenses to average net assets*.........................................            0.70%                  0.66%
Ratio of net investment income (loss) to average net assets*.........................            0.14%                  0.14%
Portfolio turnover**.................................................................           10.79%                 25.96%
Total return**.......................................................................           (4.91)%                (2.64)%
Net assets at end of period (in thousands)...........................................        $796,782               $796,782


-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

</TABLE>

                                      23

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

<TABLE>
<CAPTION>
                                                                         September 30, 2004
                                                                         ------------------
                                Assets

<S>                                                                       <C>
Investments, at value (cost $293,062,495)...............................  $ 331,458,820 (a)
Cash....................................................................            156
Receivable for investments sold.........................................      1,634,402
Dividends and interest receivable.......................................        377,827
Receivable for fund units sold..........................................        184,206
                                                                          -------------
                 Total assets...........................................    333,655,411
                                                                          -------------
                                Liabilities

Payable for investments purchased........................................       380,674
Payable for collateral received on securities loaned.....................    11,331,018
Investment advisory fee payable..........................................        55,382
State Street Bank and Trust Company--program fee payable.................        72,769
Trustee, management and administration fees payable......................        20,591
American Bar Retirement Association--program fee payable.................        11,702
State Street Bank and Trust Company--administration fee payable..........         4,110
Other accruals...........................................................        31,208
                                                                          -------------
                 Total liabilities.......................................    11,907,454
                                                                          -------------
Net assets (equivalent to $31.08 per unit based on 10,351,416 units
            outstanding)................................................. $ 321,747,957
                                                                          =============


(a) Includes securities on loan with a value of $11,069,865.

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


</TABLE>

                                      24

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------


Investment income
<S>                                                                                      <C>                      <C>
    Dividends (net of foreign tax expense of $1,987 and $5,884, respectively)........    $   1,394,643            $ 3,943,196
    Interest.........................................................................           20,678                 64,177
    Securities lending income........................................................            4,747                 12,988
                                                                                         -------------            -----------
                 Total investment income.............................................        1,420,068              4,020,361
                                                                                         -------------            -----------
Expenses
    Investment advisory fee..........................................................          166,822                489,689
    State Street Bank and Trust Company--program fee.................................          226,408                659,877
    American Bar Retirement Association--program fee.................................           35,486                102,559
    Trustee, management and administration fees......................................           61,879                179,231
    Reports to unitholders...........................................................            1,415                 31,127
    Legal and audit fees.............................................................           13,503                 50,072
    Compliance consultant fees.......................................................           35,383                 35,383
    Registration fees................................................................            1,617                  3,903
    State Street Bank and Trust Company--administration fees.........................            4,110                  4,110
    Other fees.......................................................................           30,162                 37,779
                                                                                         -------------            -----------
                 Total expenses......................................................          576,785              1,593,730
                                                                                         -------------            -----------
Net investment income (loss).........................................................          843,283              2,426,631
                                                                                         -------------            -----------
Net realized and unrealized gain (loss) on investments
           Net realized gain (loss)                                                          2,693,395             11,819,569
           Change in net unrealized appreciation (depreciation)                             (2,438,306)              (112,545)
                                                                                         -------------            -----------
                 Net realized and unrealized gain (loss).............................          255,089             11,707,024
                                                                                         -------------            -----------
Net increase (decrease) in net assets resulting from operations......................    $   1,098,372            $14,133,655
                                                                                         =============            ===========

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

</TABLE>

                                      25

<PAGE>


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

<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------
From operations
<S>                                                                                          <C>                <C>
     Net investment income (loss)....................................................   $      843,283          $   2,426,631
     Net realized gain (loss)........................................................        2,693,395             11,819,569
     Change in net unrealized appreciation (depreciation) on investments.............       (2,438,306)              (112,545)
                                                                                        --------------          --------------
              Net increase (decrease) in net assets resulting from operations........        1,098,372             14,133,655
                                                                                        --------------          --------------

From unitholder transactions
     Proceeds from units issued......................................................       10,424,133             63,290,247
     Cost of units redeemed..........................................................       (3,524,212)           (41,780,412)
                                                                                        --------------          -------------
              Net increase (decrease) in net assets resulting from unitholder
                  transactions.......................................................        6,899,921             21,509,835
                                                                                        --------------           ------------
              Net increase (decrease) in net assets..................................        7,998,293             35,643,490
Net Assets
     Beginning of period.............................................................      313,749,664            286,104,467
                                                                                         -------------          -------------
     End of period...................................................................    $ 321,747,957          $ 321,747,957
                                                                                         =============          =============

Number of units
     Outstanding-beginning of period.................................................       10,124,475              9,647,368
        Issued.......................................................................          341,582              2,069,221
        Redeemed.....................................................................         (114,641)            (1,365,173)
                                                                                         -------------          -------------

     Outstanding-end of period.......................................................       10,351,416             10,351,416
                                                                                         =============          =============

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

</TABLE>

                                      26

<PAGE>


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

                (For a unit outstanding throughout the period)


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004 to
                                                                                        September 30, 2004      September 30, 2004
                                                                                        ------------------      ------------------
<S>                                                                                         <C>                    <C>
Investment income++..................................................................     $       0.14            $      0.40
Net expenses(+)++....................................................................            (0.06)                 (0.16)
                                                                                          ------------            ------------
Net investment income (loss).........................................................             0.08                   0.24
Net realized and unrealized gain (loss)..............................................             0.01                   1.18
                                                                                          ------------            ------------
Net increase (decrease) in unit value................................................             0.09                   1.42
                                                                                          ------------            ------------
Net asset value at beginning of period...............................................            30.99                  29.66
Net asset value at end of period.....................................................     $      31.08            $     31.08
                                                                                          ============            ============

Ratio of net expenses to average net assets*.........................................            0.73%                  0.69%
Ratio of net investment income (loss) to average net assets*.........................            1.07%                  1.06%
Portfolio turnover**.................................................................            5.37%                 19.71%
Total return**.......................................................................            0.29%                  4.79%
Net assets at end of period (in thousands)...........................................         $321,748               $321,748


-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

</TABLE>

                                      27

<PAGE>

       American Bar Association Members/ State Street Collective Trust
                           Mid-Cap Growth Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited
<TABLE>
<CAPTION>
                                                                  September 30, 2004
                                                                  ------------------

                            Assets
   <S>                                                          <C>
    Investments, at value (cost $66,099,156)................           $ 69,991,261(a)
    Cash....................................................                    486
    Receivable for investments sold.........................                599,058
    Dividends and interest receivable.......................                  8,773
    Receivable for fund units sold..........................                 47,636
                                                                 ------------------
    Total assets............................................             70,647,196
                                                                 ------------------
                            Liabilities

    Payable for investments purchased.......................                589,069
    Payable for fund units redeemed.........................                254.182
    Payable for collateral received on securities loaned....             10,083,707
    Investment advisory fee payable.........................                 93,529
    State Street Bank and Trust Company--program fee payable                 13,238
    Trustee, management and administration fees payable.....                  3,754
    American Bar Retirement Association--program fee payable                  2,135
    State Street Bank and Trust Company--administration fee
      payable...............................................                    758
    Other accruals..........................................                  5,102
                                                                 ------------------
      Total liabilities.....................................             11,045,474
                                                                 ------------------

Net assets (equivalent to $16.21 per unit based on 3,676,285
units outstanding)...... ...................................           $ 59,601,722
                                                                 ==================
</TABLE>


(a) Includes securities on loan with a value of $9,850,379.


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

                                      28

<PAGE>




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

                                                                 For the period    For the period
                                                                 July 1, 2004 to   January 1, 2004
                                                                 September 30,     to September 30,
                                                                      2004               2004
                                                                 ----------------  --------------


<S>                                                           <C>                <C>
Investment income
    Dividends ................................................... $       48,115   $      121,546
    Interest.....................................................          4,942           19,653
    Securities lending income....................................          2,916            8,062
                                                                 ----------------  --------------
                 Total investment income.........................         55,973          149,261
                                                                 ----------------  --------------
Expenses
    Investment advisory fee......................................         93,529          283,276
    State Street Bank and Trust Company--program fee.............         41,720          126,553
    American Bar Retirement Association--program fee.............          6,542           19,668
    Trustee, management and administration fees..................         11,406           34,362
    Reports to unitholders.......................................            261            6,070
    Legal and audit fees.........................................          2,488            9,637
    Compliance consultant fees...................................          6,521            6,521
    Registration fees............................................            298              745
    State Street Bank and Trust Company--administration fees.....            758              758
    Other fees...................................................          5,559            7,048
                                                                 ----------------  ---------------
                 Total expenses..................................        169,082          494,638
                                                                 ----------------  ---------------
Net investment income (loss).....................................       (113,109)        (345,377)
                                                                 ----------------  ---------------
Net realized and unrealized gain (loss) on investments
           Net realized gain (loss)                                   (2,305,542)        (444,099)
           Change in net unrealized appreciation (depreciation)       (2,133,732)      (2,512,876)
                                                                 ----------------  ---------------
                 Net realized and unrealized gain (loss).........     (4,439,274)      (2,956,975)
                                                                 ----------------  ---------------
Net increase (decrease) in net assets resulting from operations.. $   (4,552,383)  $   (3,302,352)
                                                                 ================  ================
</TABLE>

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

                                      29

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                    <C>
From operations
     Net investment income (loss)..........................................     $        (113,109)        $      (345,377)
     Net realized gain (loss)..............................................            (2,305,542)               (444,099)
     Change in net unrealized appreciation (depreciation)
       on investments......................................................            (2,133,732)             (2,512,876)
                                                                                -----------------       -----------------
         Net increase (decrease) in net assets resulting from operations...            (4,552,383)             (3,302,352)
                                                                                -----------------       -----------------

From unitholder transactions
     Proceeds from units issued............................................             4,687,690             26,102,447
     Cost of units redeemed................................................            (3,821,412)           (10,550,073)
                                                                                ------------------      -----------------
         Net increase (decrease) in net assets resulting from unitholder
             transactions..................................................               866,278             15,552,374
                                                                                ------------------      -----------------
              Net increase (decrease) in net assets........................            (3,686,105)            12,250,022

Net Assets
     Beginning of period...................................................            63,287,827             47,351,700
                                                                                ------------------      -----------------
     End of period.........................................................     $      59,601,722       $     59,601,722
                                                                                ==================      =================

Number of units
     Outstanding-beginning of period.......................................             3,624,838              2,796,112
        Issued.............................................................               297,682              1,525,709
        Redeemed...........................................................              (246,235)              (645,536)
                                                                                ------------------      -----------------
     Outstanding-end of period.............................................             3,676,285              3,676,285
                                                                                ==================      =================

</TABLE>

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

                                      30

<PAGE>


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

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                     <C>
Investment income+......................................................        $          0.02         $          0.04
Net expenses(+)++.......................................................                  (0.05)                  (0.14)
                                                                                ----------------        ----------------
Net investment income (loss)............................................                  (0.03)                  (0.10)
Net realized and unrealized gain (loss).................................                  (1.22)                  (0.62
                                                                                ----------------        ----------------

Net increase (decrease) in unit value...................................                  (1.25)                  (0.72)
Net asset value at beginning of period..................................                  17.46                   16.93
                                                                                ----------------        ----------------

Net asset value at end of period........................................        $         16.21         $         16.21
                                                                                ================        ================

Ratio of net expenses to average net assets*............................                   1.16%                   1.12%
Ratio of net investment income (loss) to average net assets*............                  (0.78)%                 (0.78)%
Portfolio turnover**....................................................                  45.22%                 132.35%
Total return**..........................................................                  (7.16)%                 (4.25)%
Net assets at end of period (in thousands)..............................        $        59,602         $        59,602

</TABLE>


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

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

                                      31

<PAGE>


       American Bar Association Members/ State Street Collective Trust
                           Mid-Cap Value Equity Fund
                      Statement of Assets and Liabilities
                                   Unaudited
<TABLE>
<CAPTION>
                                                                  September 30, 2004
                                                                  ------------------

                                Assets
   <S>                                                          <C>
    Investments, at value (cost $40,910,855)................           $ 45,839,542(a)
    Cash....................................................                    468
    Receivable for fund units sold..........................                 41,625
    Dividends and interest receivable.......................                 36,246
                                                                 ------------------
    Total assets............................................             45,918,097
                                                                 ------------------
                               Liabilities

    Payable for fund units redeemed............. ...........                 41,151
    Payable for collateral received on securities loaned....                 36,050
    Investment advisory fee payable.........................                 22,666
    State Street Bank and Trust Company--program fee payable                 10,280
    Trustee, management and administration fees payable.....                  2,897
    American Bar Retirement Association--program fee payable                  1,640
    State Street Bank and Trust Company--administration fee
    payable.................................................                    576
    Other accruals..........................................                  3,976
                                                                 ------------------
      Total liabilities.....................................                119,236
                                                                 ------------------

Net assets (equivalent to $13.12 per unit based on 3,489,592
units outstanding)...... ...................................           $ 45,798,861
                                                                 ==================
</TABLE>


(a) Includes securities on loan with a value of $35,014.


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

                                      32

<PAGE>




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

                                                                 For the period    For the period
                                                                 July 1, 2004 to   January 1, 2004
                                                                 September 30,     to September 30,
                                                                      2004               2004
                                                                 ----------------  --------------


<S>                                                           <C>                <C>
Investment income
    Dividends ...................................................      $ 120,639        $ 340,203
    Interest.....................................................          7,306           24,630
    Securities lending income....................................            352            1,880
                                                                 ----------------  --------------
                 Total investment income.........................        128,297          366,713
                                                                 ----------------  --------------

Expenses
    Investment advisory fee......................................         67,872          189,627
    State Street Bank and Trust Company--program fee.............         31,746           87,342
    American Bar Retirement Association--program fee.............          4,976           13,575
    Trustee, management and administration fees..................          8,677           23,730
    Reports to unitholders.......................................            198            4,010
    Legal and audit fees.........................................          1,893            6,585
    Compliance consultant fees...................................          4,962            4,962
    Registration fees............................................            227              520
    State Street Bank and Trust Company--administration fees.....            576              576
    Other fees...................................................          4,230            5,207
                                                                 ----------------  --------------
                 Total expenses..................................        125,357          336,134
                                                                 ----------------  --------------
Net investment income (loss).....................................          2,940           30,579
                                                                 ----------------  --------------
Net realized and unrealized gain (loss) on investments
           Net realized gain (loss)                                      956,581        1,301,644
           Change in net unrealized appreciation (depreciation)       (1,362,535)        (483,343)
                                                                 ----------------  --------------
                 Net realized and unrealized gain (loss).........       (405,954)         818,301
                                                                 ----------------  --------------
Net increase (decrease) in net assets resulting from operations..     $ (403,014)       $ 848,880
                                                                 ================  ==============
</TABLE>

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

                                      33

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                    <C>
From operations
     Net investment income (loss)..........................................     $          2,940        $         30,579
     Net realized gain (loss)..............................................              956,581               1,301,644
     Change in net unrealized appreciation (depreciation)
       on investments......................................................           (1,362,535)               (483,343)
                                                                                -----------------       -----------------
         Net increase (decrease) in net assets resulting from operations...             (403,014)                848,880
                                                                                -----------------       -----------------

From unitholder transactions
     Proceeds from units issued............................................            3,652,631              19,003,359
     Cost of units redeemed................................................           (1,982,469)             (5,245,699)
                                                                                ------------------      -----------------
         Net increase (decrease) in net assets resulting from unitholder
             transactions..................................................            1,670,162              13,757,660
                                                                                ------------------      -----------------
              Net increase (decrease) in net assets........................            1,267,148              14,606,540

Net Assets
     Beginning of period...................................................           44,531,713              31,192,321
                                                                                ------------------      -----------------
     End of period.........................................................     $     45,798,861      $       45,798,861
                                                                                ==================      =================

Number of units
     Outstanding-beginning of period.......................................             3,361,920              2,443,658
        Issued.............................................................               283,957              1,453,500
        Redeemed...........................................................              (156,285)              (407,566)
                                                                                ------------------      -----------------
     Outstanding-end of period.............................................             3,489,592              3,489,592
                                                                                ==================      =================

</TABLE>

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

                                      34

<PAGE>


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

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                     <C>
Investment income+......................................................        $          0.04         $          0.12
Net expenses(+)++.......................................................                  (0.04)                  (0.11)
                                                                                ----------------        ----------------
Net investment income (loss)............................................                   0.00                    0.01
Net realized and unrealized gain (loss).................................                  (0.13)                   0.35
                                                                                ----------------        ----------------

Net increase (decrease) in unit value...................................                  (0.13)                   0.36
Net asset value at beginning of period..................................                  13.25                   12.76
                                                                                ----------------        ----------------

Net asset value at end of period........................................        $         13.12         $         13.12
                                                                                ================        ================

Ratio of net expenses to average net assets*............................                   1.13%                   1.10%
Ratio of net investment income (loss) to average net assets*............                   0.03%                   0.10%
Portfolio turnover**....................................................                   6.37%                  11.13%
Total return**..........................................................                  (0.99)%                   2.82%
Net assets at end of period (in thousands)..............................        $         45,799        $         45,799

</TABLE>


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

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

                                      35

<PAGE>


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


<TABLE>
<CAPTION>
                                                                         September 30, 2004
                                                                         ------------------
                        Assets

<S>                                                                       <C>
Investments, at value (cost $374,354,871)...............................  $ 393,298,319 (a)
Cash....................................................................         13,803
Receivable for investments sold.........................................      1,547,867
Dividends and interest receivable.......................................        206,790
Receivable for fund units sold..........................................         80,517
                                                                          -------------
        Total assets....................................................    395,147,296
                                                                          -------------
                        Liabilities

Payable for investments purchased.......................................      1,593,937
Payable for fund units redeemed.........................................        124,991
Payable for collateral received on securities loaned....................     98,501,520
Investment advisory fee payable.........................................        281,536
State Street Bank and Trust Company--program fee payable................         65,148
Trustee, management and administration fees payable.....................         18,581
American Bar Retirement Association--program fee payable................         10,553
State Street Bank and Trust Company--administration fee payable.........          3,793
Other accruals..........................................................         31,199
                                                                           ------------
        Total liabilities...............................................    100,631,258
                                                                           ------------
Net assets (equivalent to $56.29 per unit based on 5,232,379 units
           outstanding).................................................   $294,516,038
                                                                           ============

(a) Includes securities on loan with a value of $95,762,795.

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


</TABLE>

                                      36

<PAGE>

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


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------


Investment income
<S>                                                                                      <C>                      <C>
    Dividends........................................................................   $      505,527         $    1,516,425
    Interest.........................................................................           33,489                101,369
    Securities lending income........................................................           48,478                125,940
                                                                                        --------------         ---------------
                 Total investment income.............................................          587,494              1,743,734
                                                                                        --------------         ---------------
Expenses
    Investment advisory fee..........................................................          310,860                987,215
    State Street Bank and Trust Company--program fee.................................          208,896                667,142
    American Bar Retirement Association--program fee.................................           32,765                103,704
    Trustee, management and administration fees......................................           57,119                181,198
    Reports to unitholders...........................................................            1,306                 28,816
    Legal and audit fees.............................................................           12,461                 46,320
    Compliance consultant fees.......................................................           32,654                 32,654
    Registration fees................................................................            1,492                  3,608
    State Street Bank and Trust Company--administration fees.........................            3,793                  3,793
    Other fees.......................................................................           27,834                 34,889
                                                                                        --------------         ---------------
                 Total expenses......................................................          689,180              2,089,339
                                                                                        --------------         ---------------
Net investment income (loss).........................................................         (101,686)              (345,605)
                                                                                        --------------         ---------------
Net realized and unrealized gain (loss) on investments
           Net realized gain (loss)                                                         (3,269,726)            11,614,642
           Change in net unrealized appreciation (depreciation)                            (17,742,878)           (29,209,196)
                                                                                        --------------         ---------------
                 Net realized and unrealized gain (loss).............................      (21,012,604)           (17,594,554)
                                                                                        --------------         ---------------
Net increase (decrease) in net assets resulting from operations......................   $  (21,114,290)        $  (17,940,159)
                                                                                        ==============         ==============

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

</TABLE>

                                      37

<PAGE>


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


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004
                                                                                        September 30,           to September 30,
                                                                                             2004                     2004
                                                                                        ---------------         -----------------
From operations
<S>                                                                                          <C>                <C>
     Net investment income (loss)....................................................   $     (101,686)          $   (345,605)
     Net realized gain (loss)........................................................       (3,269,726)            11,614,642
     Change in net unrealized appreciation (depreciation) on investments.............      (17,742,878)           (29,209,196)
                                                                                        ---------------          -------------
              Net increase (decrease) in net assets resulting from operations........      (21,114,290)           (17,940,159)
                                                                                        ---------------          -------------

From unitholder transactions
     Proceeds from units issued......................................................        1,650,468             17,863,310
     Cost of units redeemed..........................................................       (6,154,995)           (20,103,372)
                                                                                        ---------------          -------------
              Net increase (decrease) in net assets resulting from unitholder
                  transactions.......................................................       (4,504,527)            (2,240,062)
                                                                                        ---------------          -------------
              Net increase (decrease) in net assets..................................      (25,618,817)           (20,180,221)
Net Assets
     Beginning of period.............................................................      320,134,855            314,696,259
                                                                                        ---------------          -------------
     End of period...................................................................   $  294,516,038          $ 294,516,038
                                                                                        ===============         ==============

Number of units
     Outstanding-beginning of period.................................................        5,316,626              5,285,323
        Issued.......................................................................           29,688                292,778
        Redeemed.....................................................................         (113,935)              (345,722)
                                                                                        ---------------          -------------
     Outstanding-end of period.......................................................        5,232,379              5,232,379
                                                                                        ===============          =============

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

</TABLE>

                                      38

<PAGE>

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

                (For a unit outstanding throughout the period)


<TABLE>
<CAPTION>
                                                                                        For the period          For the period
                                                                                        July 1, 2004 to         January 1, 2004 to
                                                                                        September 30, 2004      September 30, 2004
                                                                                        ------------------      ------------------
<S>                                                                                         <C>                 <C>
Investment income++..................................................................   $         0.11          $        0.33
Net expenses(+)++....................................................................            (0.13)                 (0.39)
                                                                                        ---------------         --------------
Net investment income (loss).........................................................            (0.02)                 (0.06)
Net realized and unrealized gain (loss)..............................................            (3.90)                 (3.19)
                                                                                        ---------------         --------------
Net increase (decrease) in unit value................................................            (3.92)                 (3.25)
Net asset value at beginning of period...............................................            60.21                  59.54
                                                                                        ---------------         --------------
Net asset value at end of period.....................................................   $        56.29          $       56.29
                                                                                        ===============         ==============

Ratio of net expenses to average net assets*.........................................             0.95%                  0.90%
Ratio of net investment income (loss) to average net assets*.........................            (0.14)%                (0.15)%
Portfolio turnover**.................................................................            10.02%                 38.81%
Total return**.......................................................................            (6.51)%                (5.46)%
Net assets at end of period (in thousands)...........................................   $      294,516          $     294,516


-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

</TABLE>

                                      39

<PAGE>



       American Bar Association Members/ State Street Collective Trust
                           Stable Asset Return Fund
                      Statement of Assets and Liabilities
                                   Unaudited
<TABLE>
<CAPTION>
                                                                  September 30, 2004
                                                                  ------------------

                            Assets
   <S>                                                          <C>
    Investments, at value (cost $887,399,027)...............     $      887,399,027
    Receivable for fund units sold..........................                154,030
                                                                 ------------------
    Total assets............................................            887,553,057
                                                                 ------------------
                            Liabilities

    Payable for fund units redeemed.........................                315,845
    State Street Bank and Trust Company--program fee payable                198,928
    Trustee, management and administration fees payable.....                 56,423
    American Bar Retirement Association--program fee payable                 32,071
    State Street Bank and Trust Company--administration fee
      payable...............................................                 11,511
    Other accruals..........................................                104,027
                                                                 ------------------
      Total liabilities.....................................                718,805
                                                                 ------------------
Net assets (equivalent to $29.34 per unit based on
30,230,999 units outstanding)...... ........................     $      886,834,252
                                                                 ==================
</TABLE>

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

                                      40

<PAGE>




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

                                                                 For the period    For the period
                                                                 July 1, 2004 to   January 1, 2004
                                                                 September 30,     to September 30,
                                                                      2004               2004
                                                                 ---------------   ---------------


<S>                                                           <C>                <C>
Investment income................................................   $  7,494,094     $ 21,640,196
                                                                 ---------------   --------------

Expenses
    State Street Bank and Trust Company--program fee.............        633,991        1,863,725
    American Bar Retirement Association--program fee.............         99,399          289,701
    Trustee, management and administration fees..................        173,310          506,188
    Reports to unitholders.......................................          3,963           88,249
    Legal and audit fees.........................................         37,814          141,550
    Compliance consultant fees...................................         99,093           99,093
    Registration fees............................................          4,529           11,013
    State Street Bank and Trust Company--administration fees.....         11,511           11,511
    Other fees...................................................         84,468          106,078
                                                                 ---------------   --------------
                 Total expenses..................................      1,148,078        3,117,108
                                                                 ---------------   --------------
Net interest income and net increase in net assets 4
   resulting from operations....................................    $  6,346,016     $ 18,523,088
                                                                 ===============   ==============
</TABLE>

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

                                      41

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                    <C>
From operations
     Net interest income and net increase in net assets
        resulting from operations..........................................     $       6,346,016        $     18,523,088
                                                                                ------------------      ------------------

From unitholder transactions
     Proceeds from units issued............................................            22,504,300             115,811,943
     Cost of units redeemed................................................           (13,370,805)           (129,846,718)
                                                                                ------------------      ------------------
         Net increase (decrease) in net assets resulting from unitholder
             transactions..................................................             9,133,495             (14,034,775)
                                                                                ------------------      ------------------
         Net increase (decrease) in net assets.............................            15,479,511               4,488,313

Net Assets
     Beginning of period...................................................           871,354,741             882,345,939
                                                                                ------------------      ------------------
     End of period.........................................................     $     886,834,252       $     886,834,252
                                                                                ==================      ==================

Number of units
     Outstanding-beginning of period.......................................            29,918,542              30,727,206
        Issued.............................................................               770,055               3,997,821
        Redeemed...........................................................              (457,598)             (4,494,028)
                                                                                ------------------      ------------------
     Outstanding-end of period.............................................            30,230,999              30,230,999
                                                                                ==================      ==================

</TABLE>

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

                                      42

<PAGE>


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

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                     <C>
Investment income++.....................................................        $          0.25         $          0.72
Net expenses(+)++.......................................................                  (0.03)                  (0.10)
                                                                                ----------------        ----------------

Net investment income (loss)............................................                   0.22                    0.62

Net increase (decrease) in unit value...................................                   0.22                    0.62
Net asset value at beginning of period..................................                  29.12                   28.72
                                                                                ----------------        ----------------

Net asset value at end of period........................................        $         29.34         $         29.34
                                                                                ================        ================

Ratio of net expenses to average net assets*............................                   0.52%                  0.48%
Ratio of net investment income (loss) to average net assets*............                   2.87%                  2.85%
Total return**..........................................................                   0.76%                  2.16%
Net assets at end of period (in thousands)..............................        $        886,834        $       886,834

</TABLE>


-----------------
*       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

                                      43

<PAGE>




       American Bar Association Members/ State Street Collective Trust
             Structured Portfolio Service - Conservative Portfolio
                      Statement of Assets and Liabilities
                                   Unaudited
<TABLE>
<CAPTION>
                                                                  September 30, 2004
                                                                  ------------------

                                        Assets
   <S>                                                          <C>
State Street collective investment funds, at value
    Stable Asset Return Fund (cost $14,627,297 and
        units of 526,815)...................................    $       15,454,246
    Intermediate Bond Fund (cost $16,536,832 and
        units of 969,169)...................................            18,029,953
    Large Cap Value Equity (cost $2,854,036 and
        units of 116,014)...................................             3,605,991
    Large Cap Growth Equity (cost $3,110,681 and
        units of 85,105)....................................             3,605,991
    Index Equity Fund (cost $5,963,448 and units of
        262,759)............................................             7,211,981
    International Equity Fund (cost $2,773,200 and
        units of 189,076)...................................             3,613,197
    Receivable for collective investments sold..............               376,144
                                                                  ----------------
        Total assets........................................            51,897,503
                                                                  ----------------

                                     Liabilities

    Payable for fund units redeemed.........................               376,144
                                                                  ----------------
        Total liabilities...................................               376,144

Net assets (equivalent to $18.48 per unit based on
   2,787,510 units outstanding).............................     $      51,521,359
   =========                                                     =================
</TABLE>

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

                                      44

<PAGE>



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

                                                                 For the period    For the period
                                                                 July 1, 2004 to   January 1, 2004
                                                                 September 30,     to September 30,
                                                                      2004               2004
                                                                 ---------------   ---------------


<S>                                                           <C>                <C>
Investment income...........................................     $            -    $            -

Net realized and unrealized gain (loss) on collective
        investment funds:
    Net realized gain (loss)................................            349,964            943,324
    Change in net unrealized appreciation (depreciation)....              1,545            236,921
                                                                 ---------------   ---------------

        Net realized and unrealized gain (loss).............            351,509          1,180,245
                                                                 ---------------   ---------------

Net increase (decrease) in net assets resulting
        from operations.....................................     $      351,509    $     1,180,245
                                                                 ===============   ===============
</TABLE>

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

                                      45

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                    <C>

From operations

     Net investment income (loss)..........................................     $               -       $             -
     Net realized gain (loss) on investments...............................               349,964               943,324
     Change in net unrealized appreciation (depreciation)..................                 1,545               236,921
                                                                                -----------------       ---------------
        Net increase (decrease) in net assets resulting from operations....               351,509             1,180,245
                                                                                -----------------       ---------------

From unitholder transactions
     Proceeds from units issued............................................             1,664,245             7,358,594
     Cost of units redeemed................................................            (1,612,363)           (4,748,664)
                                                                                -----------------       ---------------
         Net increase (decrease) in net assets resulting from unitholder
             transactions..................................................                51,882             2,609,930
                                                                                -----------------       ---------------
         Net increase (decrease) in net assets........................                    403,391             3,790,175

Net Assets
     Beginning of period...................................................            51,117,968            47,731,184
                                                                                -----------------       ---------------
     End of period.........................................................     $      51,521,359       $    51,521,359
                                                                                =================       ===============

Number of units
     Outstanding-beginning of period.......................................             2,784,474             2,644,013
        Issued.............................................................                91,074               402,879
        Redeemed...........................................................               (88,038)             (259,382)
                                                                                -----------------       ---------------
     Outstanding-end of period.............................................             2,787,510             2,787,510
                                                                                =================       ===============

</TABLE>

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

                                      46

<PAGE>


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

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                     <C>
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).................................                   0.12                    0.43
                                                                                ---------------         ----------------

Net increase (decrease) in unit value...................................                   0.12                    0.43
Net asset value at beginning of period..................................                  18.36                   18.05
                                                                                ----------------        ----------------
Net asset value at end of period........................................        $         18.48         $         18.48
                                                                                ================        ================

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**....................................................                   4.70%                 12.52%
Total return**..........................................................                   0.65%                  2.38%
Net assets at end of period (in thousands)..............................        $         51,521        $        51,521

</TABLE>


-----------------
*       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.
+       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

                                      47

<PAGE>




       American Bar Association Members/ State Street Collective Trust
               Structured Portfolio Service - Moderate Portfolio
                      Statement of Assets and Liabilities
                                   Unaudited
<TABLE>
<CAPTION>
                                                                  September 30, 2004
                                                                  ------------------

                                        Assets
   <S>                                                          <C>
State Street collective investment funds, at value
    Stable Asset Return Fund (cost $17,706,106 and
        units of 644,270)...................................    $       18,899,831
    Intermediate Bond Fund (cost $51,187,610 and
        units of 3,047,783).................................            56,699,494
    Large Cap Value Equity (cost $14,176,316 and
        units of 547,251)...................................            17,009,848
    Large Cap Growth Equity (cost $16,150,693 and
        units of 401,451)...................................            17,009,848
    Index Equity Fund (cost $39,944,662 and units of
        1,583,760)..........................................            43,469,612
    International Equity Fund (cost $24,386,244 and
        units of 1,486,449).................................            28,405,697
    Mid-Cap Value Equity Fund (cost $3,083,742 and
        units of 288,010)...................................             3,779,966
    Mid-Cap Growth Equity Fund (cost $3,218,237 and
        units of 233,150)...................................             3,779,966

    Receivable for fund units sold..........................                47,549
                                                                  ----------------
        Total assets........................................           189,101,811
                                                                  ----------------

                                     Liabilities

    Payable for collective investments purchased ...........                47,549
                                                                  ----------------
        Total liabilities...................................                47,549

Net assets (equivalent to $19.24 per unit based on
   9,827,835 units outstanding).............................     $     189,054,262
                                                                 ==================
</TABLE>

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

                                      48

<PAGE>



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

                                                                 For the period    For the period
                                                                 July 1, 2004 to   January 1, 2004
                                                                 September 30,     to September 30,
                                                                      2004               2004
                                                                 ---------------   ---------------


<S>                                                           <C>                <C>
Investment income...........................................     $            -    $             -

Net realized and unrealized gain (loss) on collective
        investment funds:
    Net realized gain (loss)................................            576,349            869,497
    Change in net unrealized appreciation (depreciation)....           (384,146)         2,998,606
                                                                 ---------------   ---------------
        Net realized and unrealized gain (loss).............            192,203          3,868,103
                                                                 ---------------   ---------------
Net increase (decrease) in net assets resulting
        from operations.....................................     $      192,203    $     3,868,103
                                                                 ===============   ===============
</TABLE>

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

                                      49

<PAGE>


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


<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                    <C>

From operations

     Net investment income (loss)..........................................     $               -       $             -
     Net realized gain (loss) on investments...............................               576,349               869,497
     Change in net unrealized appreciation (depreciation)..................              (384,146)            2,998,606
                                                                                -----------------       ---------------
        Net increase (decrease) in net assets resulting from operations....               192,203             3,868,103
                                                                                -----------------       ---------------

From unitholder transactions
     Proceeds from units issued............................................             5,996,561            32,881,896
     Cost of units redeemed................................................              (581,599)           (4,542,349)
                                                                                -----------------       ---------------
         Net increase (decrease) in net assets resulting from unitholder
             transactions..................................................             5,414,962            28,339,547
                                                                                -----------------       ---------------
         Net increase (decrease) in net assets........................                  5,607,165            32,207,650

Net Assets
     Beginning of period...................................................           183,447,097           156,846,612
                                                                                -----------------       ---------------
     End of period.........................................................     $     189,054,262       $   189,054,262
                                                                                =================       ===============

Number of units
     Outstanding-beginning of period.......................................             9,542,693             8,343,573
        Issued.............................................................               315,805             1,722,290
        Redeemed...........................................................               (30,663)             (238,028)
                                                                                -----------------       ---------------
     Outstanding-end of period.............................................             9,827,835             9,827,835
                                                                                =================       ===============

</TABLE>

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

                                      50

<PAGE>


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

                (For a unit outstanding throughout the period)

<TABLE>
<CAPTION>

                                                                                For the period          For the period
                                                                                July 1, 2004 to         January 1, 2004
                                                                                September 30,           to September 30,
                                                                                     2004                    2004
                                                                                ----------------        ----------------

<S>                                                                             <C>                     <C>
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                    0.44
                                                                                ---------------         ----------------

Net increase (decrease) in unit value...................................                   0.02                    0.44
Net asset value at beginning of period..................................                  19.22                   18.80
                                                                                ----------------        ----------------
Net asset value at end of period........................................        $         19.24         $         19.24
                                                                                ================        ================

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**....................................................                   2.10%                  6.39%
Total return**..........................................................                   0.10%                  2.34%
Net assets at end of period (in thousands)..............................        $        189,054        $       189,054

</TABLE>


-----------------
*       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.
+       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.
++      Calculations prepared using the monthly average number of units
        outstanding during the period.

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

                                      51

<PAGE>



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

                                                                                                      September 30, 2004
                                                                                                      ------------------
                                                        Assets
<S>                                                                                                   <S>
State Street collective investment funds, at value
     Intermediate Bond Fund (cost $18,765,021 and units of 1,103,436)..........................         $  20,527,790
     Large Cap Value Equity (cost $14,821,023 and units of 572,375)............................            17,790,752
     Large Cap Growth Equity (cost $15,557,397 and units of 419,882)...........................            17,790,752
     Index Equity Fund (cost $40,478,300 and units of 1,495,808)...............................            41,055,581
     International Equity Fund (cost $25,683,118 and units of 1,435,085).......................            27,424,143
     Small Cap Equity Fund (cost $3,821,940 and units of 72,938)...............................             4,105,558
     Mid-Cap Value Equity Fund (cost $3,315,803 and units of 312,818)..........................             4,105,558
     Mid-Cap Growth Equity Fund (cost $3,445,866 and units of 253,233).........................             4,105,558
     Receivable for fund units sold............................................................                20,324
                                                                                                      ------------------
         Total assets..........................................................................           136,926,016
                                                                                                      ------------------

                                                              Liabilities

     Payable for collective investments purchased..............................................                20,324
                                                                                                      ------------------
         Total liabilities.....................................................................                20,324
                                                                                                      ------------------
Net assets (equivalent to $19.55 per unit based on 7,001,688 units outstanding)................         $ 136,905,692
                                                                                                      ==================


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

                                      52

<PAGE>



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

                                                                                  For the period        For the period
                                                                                  July 1, 2004 to       January 1, 2004 to
                                                                                  September 30, 2004    September 30, 2004
                                                                                  --------------------- --------------------
<S>                                                                               <C>                   <C>
Investment income.............................................................        $           -          $          -

Net realized and unrealized gain (loss) on collective investment funds:
     Net realized gain (loss).................................................              203,035               973,159
     Change in net unrealized appreciation (depreciation).....................           (1,457,154)            1,327,969
                                                                                  --------------------- --------------------
         Net realized and unrealized gain (loss)..............................           (1,254,119)            2,301,128
                                                                                  --------------------- --------------------
Net increase (decrease) in net assets resulting from operations...............        $  (1,254,119)         $  2,301,128
                                                                                  ===================== ====================


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

                                      53

<PAGE>



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

                                                                                  For the period        For the period
                                                                                  July 1, 2004 to       January 1, 2004 to
                                                                                  September 30, 2004    September 30, 2004
                                                                                  --------------------- --------------------
<S>                                                                               <C>                   <C>
From operations
     Net investment income (loss).............................................    $                -    $                -
     Net realized gain (loss) on investments..................................               203,035               973,159
     Change in net unrealized appreciation (depreciation).....................            (1,457,154)            1,327,969
                                                                                  --------------------- --------------------
         Net increase (decrease) in net assets resulting from operations......            (1,254,119)            2,301,128
                                                                                  --------------------- --------------------

From unitholder transactions
     Proceeds from units issued...............................................             4,496,478            16,900,034
     Cost of units redeemed...................................................              (870,079)           (4,684,854)
                                                                                  --------------------- --------------------
         Net increase (decrease) in net assets resulting from unitholder
         transactions.........................................................             3,626,399            12,215,180
                                                                                  --------------------- --------------------
         Net increase (decrease) in net assets................................             2,372,280            14,516,308

Net Assets
     Beginning of period......................................................           134,533,412           122,389,384
                                                                                  --------------------- --------------------
     End of period............................................................         $ 136,905,692         $ 136,905,692
                                                                                  ===================== ====================

Number of units
     Outstanding-beginning of period..........................................             6,813,678             6,377,795
         Issued...............................................................               233,896               866,250
         Redeemed.............................................................               (45,886)             (242,357)
                                                                                  --------------------- --------------------
Outstanding-end of period.....................................................             7,001,688             7,001,688
                                                                                  ===================== ====================

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

                                      54

<PAGE>


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

                                       (For a unit outstanding throughout the period)
<CAPTION>
                                                                                  For the period        For the period
                                                                                  July 1, 2004 to       January 1, 2004 to
                                                                                  September 30, 2004    September 30, 2004
                                                                                  --------------------- --------------------
<S>                                                                               <C>                   <C>
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).......................................             (0.19)                 0.36
                                                                                  --------------------- --------------------

Net increase (decrease) in unit value.........................................             (0.19)                 0.36

Net asset value at beginning of period........................................             19.74                 19.19
                                                                                  --------------------- --------------------

Net asset value at end of period..............................................      $      19.55           $     19.55
                                                                                  ===================== ====================
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**..........................................................              2.34%                 6.89%
Total return**................................................................             (0.96)%                1.88%
Net assets at end of period (in thousands)....................................      $     136,906          $    136,906

______________
*     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.
+     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.
++    Calculations prepared using the monthly average number of units outstanding during the period.

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

                                      55

<PAGE>


        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 Trust 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 of
      equivalent value.

            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.

                                      56

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


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

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

            Large-Cap Growth Equity Fund--long term growth of capital and some
      dividend income through investment in common stocks and equity-type
      securities of large, well established companies. Currently invests in
      common stocks and the State Street Bank and Trust Company Russell 1000
      Growth Index Securities Lending Fund, a separate State Street Bank
      collective investment fund which invests in securities contained in the
      Russell 1000 Growth Index. As of September 30, 2004, 31.92% of the
      Fund's net assets were invested in the State Street Bank and Trust
      Company Russell 1000 Growth Index Securities Lending Fund. This
      underlying fund's financial statements are available from State Street
      Bank upon request.

            Large-Cap Value Equity Fund--long term growth of capital and
      dividend income through investment in common stocks, primarily of large
      capitalization companies believed to be undervalued. Currently invests
      in common stocks and the State Street Bank and Trust Company Russell
      1000 Value Index Securities Lending Fund, a separate State Street Bank
      collective investment fund which invests in securities contained in the
      Russell 1000 Value Index. As of September 30, 2004, 23.47% of the Fund's
      net assets were invested in the State Street Bank and Trust Company
      Russell 1000 Value Index Securities Lending Fund. This underlying fund's
      financial statements are available from State Street Bank upon request.

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

            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 ("YES"), a separate State
      Street Bank collective investment fund. The financial statements of YES
      are available from State Street Bank upon request.

                                      57

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


            Structured Portfolio Service

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

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

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

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

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

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

      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 believes the risk of loss to be remote.

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

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

2.    Summary of Significant Accounting Policies

      The accompanying statements of assets and liabilities and the related
statements of operations and of changes in net assets and certain financial
data have been prepared in conformity with accounting 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


                                      58

<PAGE>


                  Notes to Financial Statements--(Continued)
                                   Unaudited


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 September 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 nine month periods ended
September 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). 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.

      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.

                                      59

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


      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.

                                      60

<PAGE>

                  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

                                      61

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


so. Upon settlement date, these Funds may take delivery of the securities or
defer (roll) the delivery to the next month.

      G.    Futures Contracts

      The Intermediate Bond Fund may use, on a limited basis, futures
contracts to manage exposure to the bond market, and as a substitute for
acquiring market positions in securities comparable to those held by 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 September 30, 2004, the Intermediate Bond Fund held the following
futures contracts:

<TABLE>
<CAPTION>
                                           Number of
                                           Contracts                                            Unrealized
Futures Contracts                        Long / (Short)     Notional Cost   Settlement Month    Gain / Loss
-----------------                        --------------     -------------   ----------------    -----------
<S>                                      <C>               <C>              <C>               <C>
Germany Fed Rep Bonds 5 Year....                  1        $      138,542    December 2004    $         (99)
Germany Fed Rep Bonds 10 Year...                 78            11,099,140    December 2004           102,316
UK Treasury Bonds...............                  9             1,929,430    December 2004            43,627
UK Treasury Bonds...............                 29             5,607,032    December 2005             3,668
Japanese Gov't Bonds 10 Year....                  3             3,715,414    December 2004            40,746
Eurodollar Futures..............                100            24,391,673      March 2005           (31,673)
Eurodollar Futures..............                120            29,171,999      June 2005             (5,999)
Eurodollar Futures..............                298            72,265,035    September 2005          (7,485)
Eurodollar Futures..............                 10             2,406,625    December 2005            12,125
U.S. Treasury Notes 5 Year......                565            62,198,735    December 2004           375,015
U.S. Treasury Notes 10 Year.....                 28             3,122,274    December 2004            31,226
U.S. Treasury Bonds.............               (38)           (4,178,219)    December 2004          (86,094)
                                                                                                ------------
                                                                                                $    477,373
                                                                                                ============
</TABLE>



      H.    Forward Foreign Currency Contracts

      The Intermediate Bond Fund and the International Equity Fund may use
forward foreign currency contracts to facilitate transactions in foreign
securities or as a hedge against the foreign currency exposure of either
specific transactions or portfolio positions. When entering into a forward
foreign currency contract, the Fund agrees to receive or deliver a fixed
quantity of


                                      62

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


foreign currency for an agreed-upon price on an agreed-upon future date. Such
contracts are valued based upon the difference in the forward exchange rates
at the dates of entry into the contracts and the forward rates at the
reporting date, and any resulting unrealized gains or losses are recorded in
the Fund's financial statements. The Fund records realized gains or losses at
the time the forward contract is extinguished by entry into a closing
transaction or by delivery of the currency. Risks in foreign currency
contracts arise from the possible inability of counterparties to meet the
contracts' terms and from movements in currency values. As of September 30,
2004, the Intermediate Bond Fund held the following forward foreign currency
contracts:


<TABLE>
<CAPTION>
                                       Principal Amount                        Settlement       Unrealized
Type                Currency          Covered by Contract   US Dollar Cost           Date      Depreciation
----                -------------     -------------------   --------------   --------------    ------------
<S>                 <C>               <C>                   <C>              <C>               <C>
Sell .........      Pound Sterling              902,000     $   1,628,110       10/05/04        $    (584)
Sell .........      Euro                     13,132,000        15,942,248       10/28/04         (361,417)
                                                                                                ----------
                                                                                                $(362,001)
                                                                                                ==========

</TABLE>

      I.    Interest Rate Swap Contracts

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

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

      At September 30, 2004, the Intermediate Bond Fund held the following
interest rate swap contracts:

<TABLE>
<CAPTION>
                                                                        Rate Type
                                                             Payments             Payments        Unrealized
     Notional               Swap          Termination         made by           received by      Appreciation
     Amount             Counterparty         Date            the Fund             the Fund      (Depreciation)
     -------            ------------         ----            --------             --------      --------------
<S>                 <C>                   <C>           <C>                     <C>             <C>
    4,300,000 USD   Barclays              12/15/2006     3 Month USD LIBOR           4.00%         $ 45,733
    2,500,000 EUR   Barclays               12/21/2007   6 Month EURO LIBOR           4.00%           14,262
   11,000,000 GBP   Barclays               6/15/2008     6 Month GBP LIBOR           5.00%          132,049
    8,000,000 USD   Goldman Sachs          9/15/2005     3 Month USD LIBOR           3.25%           57,582
    2,500,000 EUR   Goldman Sachs         12/21/2007    6 Month EURO LIBOR           4.00%            7,948
       58,900 USD   Lehman Brothers       12/15/2009     3 Month USD LIBOR           4.00%          424,302
    1,800,000 GBP   Merrill Lynch          6/15/2008     6 Month GBP LIBOR           5.00%            9,219
  390,000,000 JPY   Morgan Stanley         6/15/2012     6 Month JPY LIBOR           2.00%          (94,893)
    6,800,000 EUR   UBS                    6/16/2014    6 Month EURO LIBOR           5.00%         (405,780)
                                                                                                ---------------
                                                                                                  $ 190,422
                                                                                                ===============
</TABLE>

                                      63

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited

      J.    Option and Swaption Contracts

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

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

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

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


                                      64

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


transaction, including brokerage commissions, is also treated as a realized
gain, or if the premium is less than the amount paid for the closing purchase,
as a realized loss.

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


      A summary of the written put options and swaptions for the period ended
September 30, 2004 is as follows:

<TABLE>
<CAPTION>
                                                                          Number of
Written Put Option/Swaption Contracts                                     Contracts          Premium
-------------------------------------                            --------------------------------------------
<S>                                                                               <C>              <C>
Outstanding, beginning of period...............................                   13,000              $34,970
                                                                 ============================================
Options written................................................                    2,203              228,023
Options exercised..............................................                        -                    -
Options expired................................................                    2,020             (152,340)
Options closed.................................................                        -                    -
                                                                 --------------------------------------------
Outstanding, end of period.....................................                   13,183            $ 110,653
                                                                 ============================================
</TABLE>


      At September 30, 2004, the Fund held the following written put option
and swaptions contracts:

<TABLE>
<CAPTION>
                                                                                             Appreciation/
                                                                                             -------------
Security                                                                     Contracts       (Depreciation)
--------                                                         --------------------------------------------
<S>                                                                               <C>                <C>
Pay fixed 6.50%, receive LIBOR, commencing March 7,2006........                   13,000             $ 31,226
U.S. Treasury Note, 10 year future, expiring November, 2004....                      183               51,277
                                                                 --------------------------------------------
                                 Total                                            13,183             $ 82,503
                                                                 ============================================
</TABLE>


      A summary of the written call options and swaptions for the period ended
September 30, 2004 is as follows:
<TABLE>
<CAPTION>

                                                                          Number of
Written Call Option/Swaption Contracts                                    Contracts          Premium
--------------------------------------                           --------------------------------------------
<S>                                                                               <C>                 <C>
Outstanding, beginning of period...............................                   13,000              $35,880
                                                                 ============================================
Options written................................................                    2,203              273,744
Options exercised..............................................                        -                    -
Options expired................................................                    2,020             (170,524)
Options closed.................................................                        -                    -
                                                                 --------------------------------------------
Outstanding, end of period.....................................                   13,183            $ 139,100
                                                                 ============================================
</TABLE>

      At September 30, 2004, the Fund held the following written call option
and swaptions contracts:

<TABLE>
<CAPTION>
                                                                                             Appreciation/
                                                                                             -------------
Security                                                                     Contracts       (Depreciation)
--------                                                         --------------------------------------------
<S>                                                                               <C>                 <C>
Pay fixed 4.50%, receive LIBOR, commencing March 7,2006........                   13,000              $ 5,355


                                      65

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


U.S. Treasury Note, 10 year future, expiring November, 2004....                      183               43,173
                                                                 --------------------------------------------
                                 Total                                            13,183             $ 48,528
                                                                 ============================================
</TABLE>

      K.    Use of Estimates

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


3.    Investment Advisory, Investment Management and Related Party Transactions
State Street Bank has retained the services of the below listed investment
advisors 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:

<TABLE>
<CAPTION>
                                                                                           Fee Rate Range
Investment Advisor                                                                        Highest to Lowest
------------------                                                                        -----------------
<S>                                                                                           <C>
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.
</TABLE>

                                      66

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


<TABLE>
<CAPTION>
                                                                                        Nine-Month
                                                                              Period ended September 30, 2004
Investment Advisor                                                                Fees paid year to date
------------------                                                              --------------------------

<S>                                                                                     <C>
Alliance Capital Management L.P. (Large-Cap Value Equity).................              $ 489,689

Ariel Capital Management (Mid-Cap Value Equity)...........................                189,626

Capital Guardian Trust Company (Balanced).................................                495,194

Capital Guardian Trust Company (Large-Cap Growth Equity)..................                499,198

Capital Guardian Trust Company (Small-Cap Equity).........................                268,289

J.P. Morgan Fleming Asset Management Limited (International Equity).......                342,474

Morgan Stanley Investment Management, Inc. (Balanced).....................                195,352

Pacific Investment Management Company (Intermediate Bond).................                637,192

Philadelphia International Advisors LP (International Equity).............                239,063

RCM Capital Management LLC (Large-Cap Growth Equity)......................                632,801

Sit Investment Associates, Inc. (Small-Cap Equity)........................                718,926

Turner Investment Partners (Mid-Cap Growth Equity)........................                283,276
</TABLE>


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:


<TABLE>
<CAPTION>
                                                                       Rate for ABRA Period ended
      Value of Program Assets                                          September 30, 2004

      <S>                                                                                <C>
      First $500 million                                                                .075%

      Next $850 million                                                                 .065%

      Next $1.15 billion                                                                .035%

      Next $1.5 billion                                                                 .025%

      Over $4.0 billion                                                                 .015%
</TABLE>

      ABRA received Program fees of $1,200,979 for the nine-month period ended
September 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

                                      67

<PAGE>
                  Notes to Financial Statements--(Continued)
                                   Unaudited


Program without account balances as of the last Business Day of the preceding
month over the number of such participants as of December 31, 2002. This fee
is accrued daily and paid monthly.

      A portion of the State Street Bank Program fee is reimbursed or reduced
each year based on the amount of retirement plan assets held by State Street
Bank on behalf of law firm and law-related clients identified by State Street
Bank and ABRA that do not participate in the Program. The amount of the
reimbursement is equal to .02% of the first $50 million of assets in such
plans during the preceding year and .01% of any such assets in excess of $50
million. The accrued reduction for the nine-month period ended September 30,
2004 totaled $54,867 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:





<TABLE>
<CAPTION>
      Value of Assets in all Funds                                                   2004 Rate

<S>                                                                                        <C>
      First $1.0 billion                                                                   .156%

      Next $1.8 billion                                                                    .058%

      Over $2.8 billion                                                                    .025%
</TABLE>

      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.

      State Street Bank received program fees of $7,726,222 and trustee,
management and administration fees which aggregated $2,098,511 for the
nine-month period ended September 30, 2004. These fees are allocated to each
Fund based on net asset value.

      Effective July 1, 2004, a separate fund administration fee is paid to
State Street Bank for certain financial reporting services provided in
connection with the preparation of the Collective Trust's financial
statements. The annual amount of this fee is $186,600. This fee is allocated
to


                                      68

<PAGE>
                  Notes to Financial Statements--(Continued)
                                   Unaudited


each Fund based on net asset value and is accrued daily and paid monthly from
the assets of the Funds. For the three months ended September 30, 2004, State
Street Bank received fund administration fees of $46,650.

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


<TABLE>
<CAPTION>
                                                                               Nine-Month
                                                                     Period Ended September 30, 2004

                                                                   Purchases                 Sales

<S>                                                            <C>                   <C>
                                                               $     359,394,347*    $         307,066,766
Balanced Fund
                                                                      42,227,493                 8,413,958
Index Equity Fund
                                                                      90,549,509                60,285,685
Intermediate Bond Fund
                                                                      38,811,257                25,145,667
International Equity Fund
                                                                     213,505,195               236,281,121
Large-Cap Growth Equity Fund
                                                                      83,536,634                59,364,957
Large-Cap Value Equity Fund
                                                                      91,772,317                75,358,143
Mid-Cap Growth Equity Fund
                                                                      16,318,691                 4,268,183
Mid-Cap Value Equity Fund
                                                                     116,736,405               117,140,975
Small-Cap Equity Fund

                                                                       9,251,645                 6,265,571
Conservative Structured Portfolio Service
                                                                      39,631,512                11,291,965
Moderate Structured Portfolio Service
                                                                      21,215,846                 9,000,665
Aggressive Structured Portfolio Service
</TABLE>

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


<TABLE>
<CAPTION>
                                                                               Nine-Month
                                                                     Period Ended September 30, 2004

                                                                  Purchases                  Sales
<S>                                                             <C>                      <C>
Balanced Fund                                                   $   179,166,395          $   264,821,289
                                                                    671,284,544              462,917,070
Intermediate Bond Fund

* Includes $173,984,004 attributable to the purchase by the Balanced Fund of
9,614,275 units of the Intermediate Bond Fund at June 30, 2004.

</TABLE>

                                      69

<PAGE>
                  Notes to Financial Statements--(Continued)
                                   Unaudited


5.    Geographic and Industry Concentration

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

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

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

6.    Securities Lending Income

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

      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.

                                      70

<PAGE>
                  Notes to Financial Statements--(Continued)
                                   Unaudited


      At September 30, 2004, the Funds market value of securities on loan and
collateral received for securities loaned was as follows:

                                     Market Value of
      Fund                           Loaned Securities      Collateral Value
      ----                           -----------------      ----------------
      Balanced                             $ 13,315,553          $ 13,624,094
      Intermediate Bond                       3,269,023             3,335,600
      International Equity                   20,479,984            21,520,147
      Large-Cap Growth Equity                12,852,390            13,151,285
      Large-Cap Value Equity                 11,069,865            11,331,018
      Mid-Cap Growth Equity                   9,850,379            10,083,707
      Mid-Cap Value Equity                       35,014                36,050
      Small-Cap Equity                       95,762,795            98,501,520

7.    Subsequent Events

      Effective on or about December 1, 2004, the Investment Advisors to State
Street Bank with respect to the Small Cap Equity Fund will be changed by the
replacement of Sit with two new Investment Advisors, Wellington Management
Company, LLP ("Wellington Management") and Smith Asset Management Group, L.P.
("Smith Group.") Capital Guardian will continue to serve as an Investment
Advisor with respect to the Small-Cap Equity Fund. State Street Bank will
determine the portion of the Small-Cap Equity Fund's assets for which advice
is obtained from each Investment Advisor. Unless altered by State Street Bank,
the assets of the Small-Cap Equity Fund will be allocated into three portions
each of which will be invested with the advice of one of the Investment
Advisors: The first portion will be invested with the advice of Wellington
Management and is expected to consist of $100 million of the portion of the
Small-Cap Equity Fund currently invested with the advice of Sit. The second
portion will be invested with the advice of Smith Group and is expected to
consist of the remainder of the portion of the Small-Cap Equity Fund's assets
currently invested with the advice of the Sit, such remainder valued at
approximately $50 million as of November 1, 2004. The third portion,
consisting of the portion of the Small-Cap Equity Fund's assets currently
invested with the advice of Capital Guardian and valued at approximately $151
million as of November 1, 2004, will continue to be invested with the advice
of Capital Guardian. Unless altered by State Street Bank, the contributions
and transfers to and the withdrawals from and transfers out of the Small-Cap
Equity Fund will be allocated as follows: The portion of the Small-Cap Equity
Fund's assets invested with the advice of Capital Guardian is expected to be
the source of any net daily withdrawals from or transfers out of the Small-Cap
Equity Fund for the foreseeable future. The portion of the Small-Cap Equity
Fund's assets invested with the advice of Smith Group is expected to receive
any net daily contributions and transfers to the Small-Cap Equity Fund for the
foreseeable future. Wellington Management currently is not able to provide
investment advice with respect to more than the portion of the Small-Cap
Equity Fund's assets to be initially allocated to it. Over time, the
above-described treatment of the Small-Cap Equity Fund's net daily cash flows
can be expected to reduce the portion of the Small-Cap Equity Fund's assets
invested with the advice of Capital Guardian and increase the portion of the
Small-Cap Equity Fund invested with the advice of Smith Group, with an
expectation that, over time, the portion of the Small-Cap Equity Fund invested
with the advice of each of Capital Guardian and Smith Group will become
approximately equal. Because, however, dividends, certain expenses, gains and
losses attributable to the activities of a portion of the Small-Cap Equity
Fund's assets will be allocated to that portion and because such items may
offset the above-described allocations of the Small-Cap Equity Fund's cash
flows, there can be no assurance that this result will be achieved. No other
changes are being made to the Small-Cap Equity Fund's Investment Advisors.

                                      71

<PAGE>

                  Notes to Financial Statements--(Continued)
                                   Unaudited


         Upon completion of the changes in the Investment Advisors described
above, the Investment Advisor Fees payable to the two new Investment Advisors
for the Small-Cap Equity Fund will be at the following annual rates:

<TABLE>
<CAPTION>
        ------------------                -------                   ---------------------                 ------

      Value of Assets in the                                       Value of Assets in the
      Small-Cap Equity Fund                 Rate                    Small-Cap Equity Fund                  Rate
           Allocated to                                                 Allocated to
Wellington Management Company, LLP        -------            Smith Asset Management Group, L.P.
        ------------------
                                                                     -------------------                  -----

<S>                                       <C>                <C>                                          <C>
         First $25 million                  .90%                      First $50 million                    .85%

         Next $25 million                   .80%                      Next $50 million                     .65%

         Over $50 million                   .70%                      Over $100 million                    .45%
</TABLE>


         Effective as of December 1, 2004, State Street Bank and Trust Company
of New Hampshire ("State Street New Hampshire") will be substituted for State
Street Bank as trustee of the Collective Trust. State Street New Hampshire
thereafter will be responsible for all the functions described in the
Prospectus, dated April 8, 2004 (the "Prospectus") for units of beneficial
interest in the Collective Trust, now performed by State Street Bank in its
capacity as trustee of the Collective Trust. As part of such responsibility,
State Street New Hampshire will appoint the officers of the Collective Trust,
who will have responsibility for administering the Investment Options (as
defined in the Prospectus). It is expected that there will not be any change
in the identity of the officers of the Collective Trust as a result of the
substitution of State Street New Hampshire as trustee. The executive officers
of the Collective Trust receive no remuneration from the Collective Trust, but
will continue to receive remuneration from State Street Bank or an affiliate.

         State Street Bank will guarantee the obligations of State Street New
Hampshire as trustee of the Collective Trust. Also, the Collective Trust will
be amended to provide that in the highly unlikely event that State Street New
Hampshire becomes insolvent or is prevented from serving as trustee of the
Collective Trust by a judicial or regulatory order, State Street Bank
automatically will again become the trustee of the Collective Trust.

         State Street Bank will also enter into a service and custodial
agreement with State Street New Hampshire expected to be effective on December
1, 2004 pursuant to which State Street Bank will continue to provide
custodial, participant recordkeeping and related services with respect to the
Collective Trust and the Funds (as described in the Prospectus). It is
expected that the Funds' Investment Advisors and other service providers will
remain as immediately before the appointment of State Street New Hampshire as
successor trustee. State Street Bank will continue to serve as trustee of the
Members Retirement Trust and the Members Pooled Trust for Retirement Plans and
to operate and administer the portfolios of the Structured Portfolio Service
and will continue to make available the Self-Managed Brokerage Account option
as described in the Prospectus. Hence, the substitution of State Street New
Hampshire as trustee of the Collective Trust is not expected to result in any
change in service to the Investors. There will be no change in fees and
expenses payable to the trustee by the Funds.


                                      72

<PAGE>


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

Stable Asset Return Fund

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

         For the quarter ended September 30, 2004, the Stable Asset Return
Fund experienced a total return, net of expenses, of 0.72%. 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 0.66% for the same period. For the nine months ended September 30,
2004, the Fund experienced a total return, net of expenses, of 2.16%, compared
to an investment record of 2.02% 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 for fund expenses.

         Participant cash flows, either into or out of the Fund, can
potentially have a significant impact on investment activity and, in turn,
performance. Total assets for the quarter rebounded slightly, increasing
approximately 1.5%, which reflects recent minor positive participant cash
flow.

         The Stable Asset Return Fund outperformed the combination benchmark
for the quarter ended September 30, 2004. For the quarter, each of the money
market portion and the investment contracts portion of the portfolio
outperformed its respective benchmark. Investments in the investment contracts
portion of the portfolio totaled approximately $40 million, or just over 4% of
assets. These investments reflected reinvestment of maturing proceeds and the
slight increase in participant cash flow. The weighted average duration of
these reinvestments was just over four years, which is longer than the
three-year maximum duration of the benchmark Ryan Labs GIC Index. These trades
were designed to increase duration to take advantage of the steepness in the
yield curve. During the quarter, the yield advantage between two-year and
five-year Treasuries was roughly 76 basis points. The yield curve flattened by
about 33 basis points from the second quarter.

         The Stable Asset Return Fund outperformed the combination benchmark
for the nine-month period ended September 30, 2004. During this period, both
money market assets and investment contract assets contributed to the Fund's
outperformance. Throughout the period, the Fund benefited by reinvesting
maturing contracts in a steep yield curve environment between two-year and
five-year Treasuries. Since the beginning of the year, this spread has
flattened by over 60 basis points.

                                      73

<PAGE>


Intermediate Bond Fund

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

         For the quarter ended September 30, 2004, the Intermediate Bond Fund
experienced a total return, net of expenses, of 2.80%. By comparison, the
Lehman Brothers Aggregate Bond Index produced an investment record of 3.20%
for the same period. For the nine months ended September 30, 2004, the Fund
experienced a total return, net of expenses, of 2.95%, compared to an
investment record of 3.35% 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, which is advised by Pacific Investment
Management Company LLC, underperformed the Lehman Brothers Aggregate Bond
Index for the quarter ended September 30, 2004. A below benchmark duration
detracted from performance as interest rates fell. An emphasis on short and
intermediate maturities during the third quarter was negative relative to the
Index as the yield curve flattened. In the government sector, an allocation to
Treasury Inflation Protection Bonds was negative. Although real yields fell,
nominal yields fell further amid expectations of lower inflation.
Underweighting mortgages hurt returns as low volatility and strong bank demand
supported these assets. An underweight to corporates detracted from returns as
credit premiums narrowed; however corporate security selection offset some of
this impact. Municipal bonds were slightly negative as retail demand slipped
in a falling rate environment. Non-U.S. positions had marginal impact but
short maturity Eurozone bonds added value amid expectations for slower growth
and lower inflation in Europe.

         The Intermediate Bond Fund also underperformed the Lehman Brothers
Aggregate Bond Index for the nine-month period ended September 30, 2004.
Interest rate strategies were negative for performance relative to the Index.
A below benchmark duration detracted from performance as interest rates fell.
An emphasis on short and intermediate maturities has been negative as well as
the yield curve flattened. An allocation to Treasury Inflation Protection
Securities added value during the period, especially during the first half of
the year when inflation expectations rose. Underweighting mortgages hurt
returns as low volatility and strong bank demand supported these assets but
mortgage security selection more than offset the negative impact. An
underweight to corporates detracted from returns as credit premiums narrowed
in the midst of rising corporate profits, but security selection added value.
Municipal bonds have been slightly negative in a falling rate environment,
even after the strong performance of this sector during the second quarter.
Non-U.S. positions have added value year-to-date in the midst of slower growth
and lower 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.

                                      74

<PAGE>

         For the quarter ended September 30, 2004, the Balanced Fund
experienced a total return, net of expenses, of (0.96)%. 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 0.19%
for the same period. For the nine months ended September 30, 2004, the Fund
experienced a total return, net of expenses, of 1.04%, compared to an
investment record of 2.17% 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, which is advised by Capital
Guardian Trust Company, underperformed the Russell 1000 Index for the quarter
ended September 30, 2004. Poor stock selection in the health care sector
accounted a majority of the portfolio's underperformance. Portfolio results
were helped by good stock selection in telecommunication services and
financials and a large overweight position in energy stocks.

         The fixed income portion of the Balanced Fund, which is advised by
Pacific Investment Management Company LLC, underperformed the Lehman Brothers
Aggregate Bond Index for the quarter ended September 30, 2004. A below
benchmark duration detracted from performance as interest rates fell. An
emphasis on short and intermediate maturities during the third quarter also
was negative as the yield curve flattened. In the government sector, an
allocation to Treasury Inflation Protection Bonds was negative. Although real
yields fell, nominal yields fell further amid expectations of lower inflation.
Underweighting mortgages hurt returns as low volatility and strong bank demand
supported these assets. An underweight to corporates detracted from returns as
credit premiums narrowed, however corporate security selection offset some of
this impact. Municipal bonds were slightly negative as retail demand slipped
in a falling rate environment. Non-U.S. positions had marginal impact but
short maturity Eurozone bonds added value amid expectations for slower growth
and lower inflation in Europe.

         The equity portion of the Balanced Fund, which is advised by Capital
Guardian Trust Company, underperformed the Russell 1000 Index for the
nine-month period ended September 30, 2004. Poor stock selection in the health
care sector accounted for a majority of the portfolio's underperformance.
Combined poor stock selection and an overweight position in information
technology also hurt performance. Portfolio results were helped by good stock
selection in telecommunication services and financials and an overweight
position in energy stocks.

         The fixed income portion of the Balanced Fund outperformed the Lehman
Brothers Aggregate Bond Index for the nine month period ended September 30,
2004. This portion of the Balanced Fund was advised by Morgan Stanley
Investment Management until May 31, 2004, and thereafter by Pacific Investment
Management Company LLC. The 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. 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

                                      75

<PAGE>

sell-off. An emphasis on higher-coupon mortgage-backed and an underweight in
agency debentures also had a positive impact on relative returns during this
period.

         Since June 1, 2004 the fixed income portion of the Balanced Fund has
been advised by Pacific Investment Management Company LLC, originally as a
separate portfolio and then, since July 1, 2004 through investment in the
Intermediate Bond Fund. This portion of the Balanced Fund outperformed the
Lehman Brothers Aggregate Bond Index for the month of June, principally due to
a mortgage sector emphasis as mortgages outperformed amid declining
volatility. Tactical allocation to emerging markets was also positive. For the
quarter ended September 30, 2004, this portion of the Balanced Fund
underperformed the Lehman Brothers Aggregate Bond Index for the reasons stated
above.

Large-Cap Value Equity Fund

         The Large-Cap Value Equity Fund seeks to outperform, over extended
periods of time, broad measures of the domestic stock market. The Fund invests
primarily in common stocks and other equity-type securities of companies with
market capitalizations greater than $1 billion that State Street and the
Fund's Investment Advisor consider undervalued. A portion of the Fund
(approximately 25%) is invested to replicate the Russell 1000 Value Index,
which is composed of those Russell 1000 stocks with a greater than average
value orientation. The remainder of the Large-Cap Value Equity Fund is
actively managed.

         For the quarter ended September 30, 2004, the Large-Cap Value Equity
Fund experienced a total return, net of expenses, of 0.30%. By comparison, the
Russell 1000 Value Index produced an investment record of 1.54% for the same
period. For the nine months ended September 30, 2004, the Fund experienced a
total return, net of expenses, of 4.83%, compared to an investment record of
5.54% for the Russell 1000 Value Index for the same period. The Russell 1000
Value Index does not include an allowance for the fees that an investor would
pay for investing in the securities that comprise the Index or for fund
expenses.

         The actively managed portion of the Large-Cap Value Equity Fund,
which is advised by Alliance Capital Management L.P., underperformed the
Russell 1000 Value Index for the quarter ended September 30, 2004. The
portfolio underperformed its benchmark during the quarter largely due to
weakness from technology and consumer cyclicals holdings.

         Technology shares underperformed the market during the quarter amid
concerns about corporate spending for technology and consumer demand. As such,
an overweight of the sector detracted from relative returns. Stock selection
within the sector also hurt because the holdings were concentrated in
distributors and contract manufacturers, including Solectron, Celestica and
Flextronics, two groups that were hard hit by an inventory build-up across the
supply chain in technology hardware. This build-up resulted from increased
production in anticipation of a larger rebound in tech spending than
materialized.

         The spike in oil prices this year has crimped real disposable income,
depressing consumer spending and leading to an inventory back-up in
consumer-related sectors. Not surprisingly, department store and auto-related
stocks, including those held in the portfolio, suffered in this

                                      76

<PAGE>

environment. Also affected were consumer staples and consumer growth stocks.
In this sector, a position in Tyson Foods detracted from performance. Volatile
pricing in beef, chicken, and animal feed grains negatively affected demand
for the company's products during the quarter, leading to an earnings
shortfall.

         On the positive side, energy stocks outpaced the market during the
quarter, led by oil companies that were propelled by record-high oil prices.
Crude oil prices soared as concerns about sufficient inventory were made worse
by hurricanes that disrupted tanker traffic in the Caribbean and offshore
production in the Gulf of Mexico. In this environment, the sector
outperformed, so the overweight position added to performance.

         Stock selection in the services sector also contributed to relative
returns this quarter. In particular, the portfolio benefited from an emphasis
on railroad stocks. The rails outperformed on strong freight rates in the
U.S., which are due to strength in the economy.

         The performance of the indexed portion of the Large-Cap Value Equity
Fund for the quarter ended September 30, 2004, was consistent with the Russell
1000 Value Index after taking into account expenses.

         The actively managed portion of the Large-Cap Value Equity Fund,
which is advised by Alliance Capital Management L.P., underperformed the
Russell 1000 Value Index for the nine-month period ended September 30, 2004.
Consumer cyclicals and technology shares were weak over this period, so
overweighting these groups hurt relative performance. Weakness in consumer
cyclicals stocks, broadly, reflects the fact that high energy prices depressed
consumer spending. The holdings in auto-related shares, in particular, were
not immune to this trend. Technology shares underperformed as investors
fretted about an inventory build-up across the supply chain in technology
hardware. In contrast, energy stocks outpaced the market by a wide margin,
against a backdrop of record-high oil prices and strong demand. The emphasis
on oil companies was therefore a positive for the portfolio. The portfolio's
utilities holdings also held up well year-to-date, adding to relative returns.

         The performance of the indexed portion of the Large-Cap Value Equity
Fund for the nine-month period ended September 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 capitalizations
greater than $1 billion at the time of purchase. The Large-Cap Growth Equity
Fund seeks to achieve long-term growth of capital through increases in the
value of the securities its holds and to realize income principally from
dividends on such securities. A portion of the Large-Cap Growth Equity Fund
(approximately 33- 1/3%) is invested to replicate the Russell 1000 Growth
Index, which is composed of those Russell 1000 securities with a greater than
average growth orientation. The remainder of the Large-Cap Growth Equity Fund
is actively managed. The Large-Cap Growth Equity Fund seeks

                                      77

<PAGE>

to achieve, over an extended period of time, total returns that are comparable
to or superior to those attained by broad measures of the domestic stock
market.

         For the quarter ended September 30, 2004, the Large-Cap Growth Equity
Fund experienced a total return, net of expenses, of (4.91)%. By comparison,
the Russell 1000 Growth Index produced an investment record of (5.23)% for the
same period. For the nine months ended September 30, 2004, the Fund
experienced a total return, net of expenses, of (2.65)%, compared to an
investment record of (2.63)% 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 outperformed the Russell
1000 Growth Index for the quarter ended September 30, 2004. Portfolio results
were helped by good stock selection in telecommunication services and
financials and a large overweight position in energy stocks. Poor stock
selection in the health care sector detracted from performance.

         The actively managed portion of the Large-Cap Growth Equity Fund
which is advised by RCM Capital Management LLC underperformed the Russell 1000
Growth Index for the quarter ended September 30, 2004. The underperformance
was due to stock selection. Stock selection was hurt by communications
equipment, hotels restaurants & leisure and software. Stock selection was
positive within biotechnology and health care equipment & supplies.
Industry strategy for the quarter was positive and added value versus the
benchmark. Industry strategy was helped by an overweight in energy, capital
goods and information technology consulting & services and underweight in
semiconductors & instruments and food beverage & tobacco. Industry strategy
was hurt by an overweight in insurance and underweight in retailing and
materials.

         The performance of the indexed portion of the Fund for the quarter
ended September 30, 2004 was consistent with the Russell 1000 Growth Index
after taking into account expenses.

         The actively managed portion of the Large-Cap Growth Equity Fund
advised by Capital Guardian Trust Company outperformed the Russell 1000 Growth
Index for the nine-month period ended September 30, 2004. Portfolio results
were helped by good stock selection in telecommunication services and
financials and an overweight position in energy stocks. Poor stock selection
in the health care sector combined poor stock selection and an overweight
position in information technology hurt performance.

         The actively managed portion of the Large-Cap Growth Equity Fund
advised by RCM Capital Management LLC underperformed the Russell 1000 Growth
Index for the nine-month period ended September 30, 2004. The underperformance
was due to stock selection. Stock selection was hurt most by software,
communications equipment and hotels restaurants & leisure. Stock selection was
positive within internet software & services and biotechnology. industry
strategy year to date added value versus the benchmark. Industry strategy was
helped by overweighting energy, internet software & services and capital
goods, and underweighting semiconductors & instruments. Industry strategy was
hurt by an overweight in food & drug

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retailing and software, and an underweight in retailing, health care providers
& services and materials.

         The performance of the indexed portion of the Fund for the nine-month
period ended September 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 September 30, 2004, the Index Equity Fund
experienced a total return, net of expenses, of (2.03)%. By comparison, the
Russell 3000 Index produced an investment record of (1.90)% for the same
period. For the nine months ended September 30, 2004, the Fund experienced a
total return, net of expenses, of 1.26%, compared to an investment record of
1.62% 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 quarter and the
nine-month period ended September 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 September 30, 2004, the Mid-Cap Value Equity
Fund experienced a total return, net of expenses, of (0.91)%. By comparison,
the Russell Mid-Cap Value Index produced an investment record of 1.73% for the
same period. For the nine months ended September 30, 2004, the Fund
experienced a total return, net of expenses, of 2.83%, compared to an
investment record of 9.03% 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, which is advised by Ariel Capital
Management, LLC, underperformed the Russell Mid-Cap Value Index for the
quarter ended September 30, 2004. Results were adversely affected by holdings
in the consumer discretionary & services and health

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<PAGE>

care sectors of the market, as well as a lack of exposure to the energy
sector. Stocks that helped performance included the Rouse Company, which was
sold off at a 33% premium compared to the stock price before the announcement
of its takeover by General Growth Properties, and Black and Decker, whose
strong showing was driven by a solid, unanticipated second quarter earnings
release that demonstrated strong volumes as well as positive reaction to the
company's announced acquisition of Pentair's tools group.

         The Mid-Cap Value Equity Fund, which is advised by Ariel Capital
Management, LLC, underperformed the Russell Mid-Cap Value Index for the
nine-month period ended September 30, 2004. This underperformance can be
attributed to three primary factors: the lack of exposure in the other energy
and integrated oils sectors given concerns of the commodity nature of the
product; a drag on the performance of the consumer discretionary & services;
and, despite overall strong performance of the financial services sector,
producing double-digit gains, the weaknesses in three of the portfolios
financial services holdings.

Mid-Cap Growth Equity Fund

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

         For the quarter ended September 30, 2004, the Mid-Cap Growth Equity
Fund experienced a total return, net of expenses, of (7.14)%. By comparison,
the Russell Mid-Cap Growth Index produced an investment record of (4.33)% for
the same period. For the nine months ended September 30, 2004, the Fund
experienced a total return, net of expenses, of (4.27)%, compared to an
investment record of 1.35% 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.

         The Mid-Cap Growth Equity Fund, which is advised by Turner Investment
Partners, underperformed the Russell Mid-Cap Growth Index for the quarter
ended September 30, 2004. Hurting the portfolio's performance most were weak
results by growth-oriented holdings in three sectors, health care, financial
services and producer durables, which represented a 38% weighting. These three
sectors accounted for a lag of approximately 2.6% versus the benchmark in the
third quarter. The healthcare sector was weighed down by poor performances by
Inamed, Invitrogen and C. R. Bard. The financial services sector suffered from
weakness in Legg Mason, MGIC Investment Corp. and Capital Source Inc. Within
the producer durables sector, the portfolio's exposure to semiconductor and
electrical equipment manufacturers detracted from performance versus the
benchmark. Three of ten sector positions outperformed their corresponding
index sectors: technology, consumer staples and autos/ transportation, which
accounted for 24% of holdings. Stocks that added value within the technology
sector included Research in Motion and National


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<PAGE>

Semiconductor. Performance was negative in the consumer staples and
auto/transportation sectors for the quarter, but holdings in these sectors
declined less than those names in the Russell Midcap Growth Index

         The Mid-Cap Growth Equity Fund, which is advised by Turner Investment
Partners, underperformed the Russell Mid-Cap Growth Index for the nine month
period ended September 30, 2004. At the sector level, performance versus the
index was hampered most by weakness in the healthcare, financial services and
producer durable sectors. Underperformance in the healthcare sector was
attributed to weakness in biotech and healthcare facilities companies such as
Invitrogen and Manor Care. Weakness in the financial services sector was
driven in-part by the portfolio's holdings in Ameritrade and Knight trading.
The producer durables sector suffered from poor results provided by
semiconductor equipment manufacturers, such as Lam Research and Cymer Inc.
Although the portfolio's technology holdings declined approximately 11% for
the first nine months of the year, this bettered the results of the tech
holdings in the Russell Midcap Growth Index, which declined 15%. Despite the
negative performance in this group, there were several holdings that performed
well, such as; Research in Motion, Apple Computer and Network Appliance.

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 September 30, 2004, the Small-Cap Equity Fund
experienced a total return, net of expenses, of (6.52)%. By comparison, the
Russell 2000 Index produced an investment record of (2.86)% for the same
period. For the nine months ended September 30, 2004, the Fund experienced a
total return, net of expenses, of (5.46)%, compared to an investment record of
3.71% 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
September 30, 2004. Poor stock selection in information technology was the
most significant factor in the portfolio's underperformance. Stock selection
in industrials, primarily airline stocks, also held back returns. Good stock
selection in the consumer discretionary sector, including stocks in areas such
as restaurants, home building and hotels, helped overall returns. Other top
performing holdings also included oil services, REITs and biotechnology
stocks.

         The portion of the Small-Cap Equity Fund advised by Sit Investment
Associates, Inc. outperformed the Russell 2000 Index for the quarter ended
September 30, 2004. The holding of cash reserves, which averaged 4.5% in the
quarter, helped performance by 0.4% in a declining


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<PAGE>

stock market environment. The portfolio's equity outperformance in the quarter
was largely due to industry allocation effects, principally an overweighing of
the energy minerals sector. This sector also enjoyed very good stock
selection, with two stocks held in the group each rising by more than +40%.

         The portion of the Small-Cap Equity Fund advised by Capital Guardian
Trust Company underperformed the Russell 2000 Index for the nine-month period
ended September 30, 2004. Poor stock selection in Information Technology was
the most significant factor in the portfolio's underperformance. Stock
selection in industrials, primarily airline stocks, also hurt returns. Good
stock selection in the consumer discretionary sector, including stocks in
areas such as restaurants, home building and hotels, helped overall returns.
Other top performing holdings also included oil services, REITs and
biotechnology stocks.

         The portion of the Small-Cap Equity Fund advised by Sit Investment
Associates, Inc. underperformed the Russell 2000 Index for the nine month
period ended September 30, 2004. The reasons for the shortfall versus the
Index were generally, negative stock selection in two sectors, technology
services and electronic technology. The portfolio achieved neutral industry
weighting scores in the first nine months with the negative attribution effect
of overweighting the electronic technology sector offset by a strongly
positive weighting score as a result of overweighting the energy sector.

International Equity Fund

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

         For the quarter ended September 30, 2004, the International Equity
Fund experienced a total return, net of expenses, of 1.24%. 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 0.95% for the
same period. For the nine months ended September 30, 2004, the Fund
experienced a total return, net of expenses, of 4.89%, compared to an
investment record of 4.80% 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 outperformed the MSCI AC World
Ex-U.S. Index for the quarter ended September 30, 2004. The outperformance
during the quarter was driven principally by stock selection. Contributions
came from basic materials including the iron ore producer, CVRD and BHP
Billiton. Underperformers included Yukos in Russia, which faces assault on its
corporate structure from the Government, and Compass which reported a profit
warning owing to competition in its core market, and unprofitable contracts.

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<PAGE>

         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 September 30, 2004. The primary reason for the favorable
comparison was security selection, particularly in the industrials, energy,
technology, healthcare and utility sectors. As for countries, the baskets of
French, U.K. and German stocks had the greatest positive impact on
performance. From an allocation standpoint, positive decisions included a
relatively low exposure to Japan and an overweight position in materials and
utilities stocks.

         The portion of the International Equity Fund advised by JP Morgan
Fleming Asset Management (London) Limited outperformed the MSCI AC World
Ex-U.S. Index for the nine month period ended September 30, 2004. The
outperformance during the period was due to stock selection. Oils including
ENI, BG and Total all contributed as did a wide-ranging number of stock ideas
in many sectors. Detractors included consumer cyclicals such as BMW, and
semiconductors names TSMC and Philips.

         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 nine month period ended September 30, 2004. The portfolio has outperformed
the MSCI EAFE Index year-to-date due in large part to a value discipline. With
the exception of consumer discretionary stocks, every sector within the
portfolio was additive to the performance versus the benchmark. On a country
basis, stock selection was particularly strong in France and Germany.
Year-to-date, international equity markets have been driven in part by both
positive (solid earnings growth, tame inflation) and negative (Central Bank
tightenings, Middle East tensions, and record high oil prices) influences. One
additional factor that has helped to push international markets into positive
territory is their low valuations relative to the U.S. market.

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 September 30, 2004, the Structured Portfolio
Service experienced a total return, net of expenses, of 0.68% for the
Conservative Portfolio, 0.07% for the Moderate Portfolio, and (0.97)% for the
Aggressive Portfolio.

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<PAGE>

         For the nine month period ended September 30, 2004, the Structured
Portfolio Service experienced a total return, net of expenses, of 2.38% for
the Conservative Portfolio, 2.33% for the Moderate Portfolio, and 1.89% 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.

         The management of the Collective Trust has concluded that there was a
significant change in the Collective Trust's internal controls over financial
reporting or in other factors that could significantly affect these controls
subsequent to June 30, 2004, the date as of which such controls were most
recently evaluated.

         For periods through the quarter ended June 30, 2004, initial
preparation of the quarterly and annual financial statements of the Collective
Trust was the responsibility of the business units within State Street Bank
servicing the Collective Trust and the related American Bar Association
Members Retirement Program (the "ABRA Program"). State Street Bank's mutual
fund custody operations provided the underlying financial information to one
of these business units, which utilized the information to prepare the
Collective Trust's draft financial statements. Those financial statements then
underwent substantial internal and external reviews.

         In light of the similarity of the financial statements of the
Collective Trust to those of a registered investment company (e.g., a mutual
fund), and based in part on a recommendation made by PricewaterhouseCoopers
LLP, the Collective Trust's independent auditor, in its management report
dated April 20, 2004 to consider doing so, the management of the Collective
Trust decided to transfer responsibility for initial preparation of quarterly
and annual financial statements of the Collective Trust, effective for the
quarter ended September 30, 2004, to the mutual fund administration group
within State Street Bank. State Street Bank's mutual fund administration group
consists of personnel who provide financial reporting services and
administration to the numerous mutual funds. It is expected that the business
units servicing the Collective Trust will continue to be involved in internal
and external reviews of the financial statements as so prepared. As part of
this change, the Collective Trust also has further formalized the policies and
procedures applicable to the preparation of its financial statements.

         It is expected that the change described above will provide better
internal control over financial reporting because the Collective Trust's draft
financial statements will be prepared by persons not relating to the other
activities relating to servicing the ABRA Program and by the Collective Trust
drawing on the expertise of State Street's mutual fund administration group,
which routinely prepares financial statements of this type.

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<PAGE>


PART II.  OTHER INFORMATION.


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

During the quarter ended September 30, 2004, the Collective Trust issued an
aggregate of approximately $109,674,118 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

3.2.3            American Bar Association Members/State Street Collective
                 Trust, Amendment to Declaration of Trust dated effective
                 December 1, 2004, included as Exhibit 3.2.3 to the Company's
                 Current Report on Form 8-K, filed November 5, 2004 and
                 incorporated herein by reference thereto

3.13             American Bar Association Members/State Street Collective
                 Trust, Amendment to Fund Declarations effective December 1,
                 2004, included as Exhibit 3.13 to the Company's Current
                 Report on Form 8-K, filed November 5, 2004 and incorporated
                 herein by reference thereto

10.1             Investment Advisor Agreement by and between State Street Bank
                 and Trust Company and Wellington Management Company, LLP, dated
                 effective as of December 1, 2004, included as Exhibit 10.1 to
                 the Company's Current Report on Form 8-K, filed November 1,
                 2004 and incorporated herein by reference thereto

10.2             Investment Advisor Agreement by and between State Street Bank
                 and Trust Company and Smith Asset Management Group, L.P.,
                 dated effective as of December 1, 2004, included as Exhibit
                 10.2 to the Company's Current Report on Form 8-K, filed
                 November 1, 2004 and incorporated herein by reference thereto

10.3*            Amendment, dated October 26, 2004 to the Investment Advisor
                 Agreement dated April 1, 2003, by and between State Street
                 Bank and Trust Company and J.P. Morgan Fleming Asset Management

10.7.2           Amendment effective December 1, 2004, to the Administrative
                 and Investment Services Agreement effective January 1, 2003,
                 between State Street Bank and Trust Company and the American
                 Bar Retirement Association, included as Exhibit 10.7.2 to the
                 Company's Current Report on Form 8-K, filed November 5, 2004
                 and incorporated herein by reference thereto

10.25            Agreement for Trustee Services between State Street Bank and
                 Trust Company and State Street Bank and Trust Company of New
                 Hampshire effective December 1, 2004, included as Exhibit
                 10.25 to the Company's Current Report on Form 8-K, filed
                 November 5, 2004 and incorporated herein by reference thereto

10.26            Guaranty made as of December 1, 2004 by State Street Bank and
                 Trust Company in favor of the American Bar Association
                 Member/State Street Collective Trust, included as Exhibit
                 10.26 to the Company's Current Report on Form 8-K, filed
                 November 5, 2004 and incorporated herein by reference thereto

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<PAGE>

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.

* Filed herewith.

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<PAGE>



                                  SIGNATURES

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



                                     AMERICAN BAR ASSOCIATION MEMBERS/ STATE
                                     STREET COLLECTIVE TRUST



July 11, 2005                         By:    /s/ James S. Phalen
                                           --------------------
                                           Name: James S. Phalen
                                           Title:  Chief Executive Officer



July 11, 2005                         By:    /s/ Beth M. Halberstadt
                                            -----------------------
                                            Name:  Beth M. Halberstadt
                                            Title:   Chief Financial Officer





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<PAGE>


EXHIBIT INDEX

3.2.3            American Bar Association Members/State Street Collective
                 Trust, Amendment to Declaration of Trust dated effective
                 December 1, 2004, included as Exhibit 3.2.3 to the Company's
                 Current Report on Form 8-K, filed November 5, 2004 and
                 incorporated herein by reference thereto

3.13             American Bar Association Members/State Street Collective
                 Trust, Amendment to Fund Declarations effective December 1,
                 2004, included as Exhibit 3.13 to the Company's Current
                 Report on Form 8-K, filed November 5, 2004 and incorporated
                 herein by reference thereto

10.1             Investment Advisor Agreement by and between State Street Bank
                 and Trust Company and Wellington Management Company, LLP,
                 dated effective as of December 1, 2004, included as Exhibit
                 10.1 to the Company's Current Report on Form 8-K, filed
                 November 1, 2004 and incorporated herein by reference
                 thereto

10.2             Investment Advisor Agreement by and between State Street Bank
                 and Trust Company and Smith Asset Management Group, L.P.,
                 dated effective as of December 1, 2004, included as Exhibit
                 10.2 to the Company's Current Report on Form 8-K, filed
                 November 1, 2004 and incorporated herein by reference thereto

10.3*            Amendment, dated October 26, 2004 to the Investment Advisor
                 Agreement dated April 1, 2003, by and between State Street
                 Bank and Trust Company and J.P. Morgan Fleming Asset Management

10.7.2           Amendment effective December 1, 2004, to the Administrative
                 and Investment Services Agreement effective January 1, 2003,
                 between State Street Bank and Trust Company and the American
                 Bar Retirement Association, included as Exhibit 10.7.2 to the
                 Company's Current Report on Form 8-K, filed November 5, 2004
                 and incorporated herein by reference thereto

10.25            Agreement for Trustee Services between State Street Bank and
                 Trust Company and State Street Bank and Trust Company of New
                 Hampshire effective December 1, 2004, included as Exhibit
                 10.25 to the Company's Current Report on Form 8-K, filed
                 November 5, 2004 and incorporated herein by reference thereto

10.26            Guaranty made as of December 1, 2004 by State Street Bank and
                 Trust Company in favor of the American Bar Association
                 Member/State Street Collective Trust, included as Exhibit
                 10.26 to the Company's Current Report on Form 8-K, filed
                 November 5, 2004 and incorporated herein by reference thereto

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.
* Filed herewith.


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