STATE STREET CORP (Form Type: 4, Filing Date: 04/22/2004)

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

TOWERS JOHN R

2. Issuer Name and Ticker or Trading Symbol
STATE STREET CORP [STT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman

(Last)

(First)

(Middle)

STATE STREET CORPORATION, 225 FRANKLIN STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2004

(Street)

BOSTON, MA 02110

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/20/2004		M		20,000	A	$9.8125	30,698⁽¹⁾	D
Common Stock	04/20/2004		F		9,090	D	$48.875	21,608⁽¹⁾	D
Common Stock								6,531⁽¹⁾	I	By 401(k) Plan⁽²⁾
Common Stock								314⁽¹⁾	I	By 401(k) Restoration and Voluntary Deferral Plan⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$9.8125

04/20/2004

20,000

09/14/1999

09/14/2004

Common Stock

20,000

$ 0

Employee Stock Option (right to buy)

$13.2031

06/19/2001

06/19/2006

Common Stock

20,000

Employee Stock Option (right to buy)

$18.3125

⁽³⁾

02/19/2007

Common Stock

34,000

Employee Stock Option (right to buy)

$28.125

⁽⁴⁾

12/17/2007

Common Stock

20,000

Employee Stock Option (right to buy)

$26.2188

⁽⁵⁾

09/16/2008

Common Stock

30,000

Employee Stock Option (right to buy)

$33.7188

⁽⁶⁾

12/16/2008

Common Stock

76,066

Employee Stock Option (right to buy)

$34.6407

⁽⁷⁾

12/15/2009

Common Stock

69,800

Employee Stock Option (right to buy)

$60.7375

⁽⁸⁾

12/20/2010

Common Stock

88,600

Employee Stock Option (right to buy)

$51.975

⁽⁹⁾

12/19/2011

Common Stock

161,000

Employee Stock Option (right to buy)

$49.705

02/21/2004

02/20/2012

Common Stock

21,400

Employee Stock Option (right to buy)

$39.95

⁽¹⁰⁾

12/22/2012

Common Stock

133,300

Employee Stock Option (right to buy)

$49.81

⁽¹¹⁾

12/16/2013

Common Stock

135,600

Explanation of Responses:

1.	Reflects two-for-one stock split distributed on May 30, 2001.
2.	The reporting person indirectly beneficially owns 6,531 shares of State Street common stock through State Street Corporation's 401(k) plan, as of April 20, 2004. The plan accounts for interest in units of shares and a small amount of cash. As a result the number of underlying shares may fluctuate from time to time. The reporting person also indirectly beneficially owns 314 units of State Street common stock, as of April 20, 2004. The units were acquired under State Street Corporation's 401(k) Restoration and Voluntary Deferral Plan and will be settled upon reporting person's retirement.
3.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 19, 1997.
4.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 18, 1998.
5.	Options become exercisable in 33 1/3% installments over a three-year period commencing on September 17, 2001.
6.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 17, 1999.
7.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 16, 2000.
8.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 21, 2001.
9.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 20, 2002.
10.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 19, 2004.
11.	Options become exercisable in 33 1/3% installments over a three-year period commencing on December 17, 2005.

	Signatures
	John R. Towers	04/21/2004
	** Signature of Reporting Person	Date
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