Sec Form 4 Filing - TOWERS JOHN R @ STATE STREET CORP - 2004-04-20

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 (MM/DD/YY) 04/20/2004 (Street) BOSTON, MA02110 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 9.8125 04/20/2004 M 20,000 09/14/1999 09/14/2004 Common Stock 20,000 $ 0 0 D Employee Stock Option (right to buy) $ 13.2031 06/19/2001 06/19/2006 Common Stock 20,000 20,000 D Employee Stock Option (right to buy) $ 18.3125 ( 3 ) 02/19/2007 Common Stock 34,000 34,000 D Employee Stock Option (right to buy) $ 28.125 ( 4 ) 12/17/2007 Common Stock 20,000 20,000 D Employee Stock Option (right to buy) $ 26.2188 ( 5 ) 09/16/2008 Common Stock 30,000 30,000 D Employee Stock Option (right to buy) $ 33.7188 ( 6 ) 12/16/2008 Common Stock 76,066 76,066 D Employee Stock Option (right to buy) $ 34.6407 ( 7 ) 12/15/2009 Common Stock 69,800 69,800 D Employee Stock Option (right to buy) $ 60.7375 ( 8 ) 12/20/2010 Common Stock 88,600 88,600 D Employee Stock Option (right to buy) $ 51.975 ( 9 ) 12/19/2011 Common Stock 161,000 161,000 D Employee Stock Option (right to buy) $ 49.705 02/21/2004 02/20/2012 Common Stock 21,400 21,400 D Employee Stock Option (right to buy) $ 39.95 ( 10 ) 12/22/2012 Common Stock 133,300 133,300 D Employee Stock Option (right to buy) $ 49.81 ( 11 ) 12/16/2013 Common Stock 135,600 135,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOWERS JOHN R STATE STREET CORPORATION 225 FRANKLIN STREET BOSTON, MA02110 Vice Chairman Signatures John R. Towers 04/21/2004 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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