EXHIBIT 13.3

LETTER TO STOCKHOLDERS

TO OUR  STOCKHOLDERS  We are pleased to report that 1994 was another  successful
year for State Street.  We  capitalized on global  opportunities  and positioned
ourselves  for  future  growth.  As we  aim  for  superior  long-term  financial
performance,  our  primary  financial  measure  is  sustainable  real  growth in
earnings  per share.  Against  this  measure,  we achieved an earnings per share
increase of 15% in 1994,  which is consistent  with the 15% compound annual rate
for the past 10 years.  Return  on  stockholders'  equity  was  17.5%,  which we
achieved despite continued investment spending of 10% of revenue,  compared with
our long-term,  historical rate of 8%. Revenue grew 17%, further  positioning us
to achieve  our revenue  goal for the decade of the '90s:  12.5% real growth per
year. As our financial results demonstrate,  we have achieved consistent results
through economic and interest rate cycles,  as well as through the ups and downs
of the  securities  markets.  These  results are  reflected  in our dividend per
share,  which was increased 15% in 1994 and has grown at a compound  annual rate
of 17% over the past 10 years.
     State  Street's  primary  focus  is  servicing  financial  assets  --  as a
custodian  and  as  an  investment   manager  --  for  mutual  funds  and  other
institutional investors worldwide. In 1994, approximately 88% of net income came
from these services;  the balance came from our commercial  lending business and
corporate items.
     As a result  of State  Street's  focus,  our  company  has  developed  some
fundamental characteristics.  We have a strong customer base. Our customers, who
operate in the dynamic global financial markets, are growing. As they grow, they
require more of the services State Street  offers.  Indicative of State Street's
powerful  customer  franchise  is the fact  that  revenue  from  the 10  largest
customers  in 1994 who were also with us in 1990 has grown at a compound  annual
rate of 13%. Our revenue is  distributed  across a broad customer base: in 1994,
our 10 largest customers generated only 12% of revenue.
     We  are  expanding  globally,  broadening  our  customer  base  and  taking
advantage of worldwide  trends that provide  opportunities.  For the rest of the
1990s, we expect to achieve substantial growth from international markets
     As a worldwide  leader in servicing and managing  financial  assets,  State
Street has the  economies  of scale  necessary  to deliver the  highest  quality
service  cost-effectively.  Our financial  strength enables us to make strategic
acquisitions  and  invest in new  technology  to create  products  that  benefit
existing customers and attract new customers.
     These  fundamental  characteristics  of State  Street  continue  to keep us
optimistic about the long-term growth prospects of our company.
     In 1994,  we continued to add new customers  and  strengthen  relationships
with  existing  customers.  We also added new  products  and  expanded  existing
services that will provide additional opportunities for revenue generation.  For
example,  we introduced a trust vehicle that allows investment  managers to pool
taxable and  tax-exempt  funds.  We expanded our securities  lending  program to
penetrate global markets, adding lending capabilities in six markets, lending to
non-U.S.  borrowers and accepting new types of  collateral.  For the one million
defined  contribution  plan  participants  we service in the United  States,  we
introduced a leading-edge customer-service system.
     During  the year,  we  continued  to expand  our  global  capabilities.  We
received a German banking license, which enables us to offer our entire range of
capabilities to the German  marketplace.  We added a team of investment managers
in London to strengthen our ability to deliver more  effectively  the innovative
quantitative investment strategies that State Street pioneered and that European
investors are increasingly seeking.


     We increased capacity and improved operating efficiency. To meet customers'
growing  need  for  high-quality,  almost  instantaneous  information,  we  made
substantial enhancements to State Street Interchange(R), a message-based network
architecture  that  allows  us to move  information  to and from  our  customers
globally in close to real-time. We significantly upgraded our core multicurrency
accounting  system.  As a  result  of  our  reengineering  efforts,  we  reduced
subcustody  unit costs by 14%. To support  business  growth,  we increased total
processing  power  at our data  centers  by 15%.  To  obtain  greater  operating
efficiency,  we consolidated a significant  portion of our worldwide  securities
operations. We installed robotic tape libraries in our data centers and upgraded
to newer,  array-disk  technology,  improving  performance and efficiency  while
reducing cost
     In 1993, we made a strategic  decision to increase  investment  spending to
approximately  10% of revenue  for 1993 and 1994.  We  invested  in  information
technology,  product  development  and  geographic  expansion to position  State
Street for future  growth.  We began to benefit  from this  investment  spending
program in 1994. In 1995 and the years ahead, we will realize increased benefits
from these  investments.  Over the course of 1995, we plan to reduce  investment
spending to a more normal level of 8% by year end.
     In 1995,  we  expect to  generate  increased  revenue  by  introducing  new
products and  expanding the services we provide for current  customers.  We will
benefit from  attracting new customers in the United States and around the world
as we increase our penetration of global  markets.  The integration of Investors
Fiduciary  Trust Company,  which we acquired in the first quarter of 1995,  will
enable us to leverage  our full range of products by  marketing  our services to
these  new  mutual  fund  customers.   We  also  expect  to  receive  additional
productivity  savings  from  our  ongoing   reengineering   initiatives.   These
strategies,  combined with the global trends that are discussed in the following
section of this report, position us for long-term growth.
     To enhance our position as a global growth company,  we listed our stock on
the New York Stock Exchange in February 1995.
     As we look to 1995 and  beyond,  State  Street  will  continue  to focus on
servicing  and  managing  the  financial  assets  of   institutional   investors
worldwide. With this focus, we expect to achieve superior financial performance.
Given our  current  assessment  of the  company  and the  markets we serve,  our
expectation is for continued double-digit earnings per share growth for the next
few years.
     The excellent  financial  performance  that we achieved  during 1994 is the
result of the efforts of State Street's highly professional workforce.  Our high
business-retention  rate reflects the dedication of our 11,000  employees around
the world.  We would like to thank all of our employees for their  contributions
during the past year. We look forward to the success we will achieve together in
1995 and in the years ahead.


                             /s/Marshall N. Carter
                      Chairman and Chief Executive Officer


                               /d/ David A. Spina
              Vice Chairman, Treasurer and Chief Financial Officer