UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 13F

                               FORM 13F COVER PAGE

Report for Calendar Year or Quarter Ended: SEPTEMBER 30, 2006

Check here if amendment |_|   Amendment Number |_|

This Amendment (Check only one.):  |_| is a restatement.
                                   |_| adds new holdings entries.

Institutional Investment Manager filing this report:

Name:    STATE STREET BANK AND TRUST COMPANY
Address: ONE LINCOLN STREET
         BOSTON, MASSACHUSETTS 02111

Form 13F File Number: 28-00733

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person signing this report on behalf of the reporting manager:

Name:      PETER A. AMBROSINI
Title      SENIOR PRINCIPAL, DIRECTOR OF COMPLIANCE
Telephone: 617-664-1211

Signature, Place, and Date of Signing:


        /s/ PETER A. AMBROSINI          Boston, Massachusetts   November 9, 2006
- -------------------------------------   ---------------------   ----------------
             [Signature]                    [City, State]            [Date]

Report Type (Check only one):

|_|  13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager
     are reported in this report.)

|X|  13F NOTICE. (Check here if no holdings reported are in this report and all
     holdings are reported by other reporting manager(s).)

|_|  13F COMBINATION REPORT. (Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)

List of Other Managers Reporting for this Manager:
(if there are no entries in this list, omit this section.)

28-00399   State Street Corporation