INSTRUMENT OF AMENDMENT

                       STATE STREET RESEARCH CAPITAL TRUST

                      Amendment No. 7 to First Amended and
                         Restated Master Trust Agreement

                             INSTRUMENT OF AMENDMENT



         Pursuant to Article IV, Sections 4.1 and 4.2 and Article VII, Section
7.3 of the First Amended and Restated Master Trust Agreement of the State Street
Research Capital Trust (the "Trust") dated February 5, 1993 ("Master Trust
Agreement"), as heretofore amended, the Master Trust Agreement is hereby amended
to change the name of one of the series of shares under such Trust, currently a
Sub-Trust designated as

                      "State Street Research Capital Fund"
                                       to
                  "State Street Research Mid-Cap Growth Fund."

             This Amendment shall be effective as of March 20, 2000.

     IN WITNESS WHEREOF, the undersigned officer of the Trust hereby adopts
the foregoing on behalf of the Trust pursuant to authorization by the Trustees
of the Trust.



                                          ______________________________
                                          Darman A. Wing
                                          Assistant Secretary