As filed with the Securities and Exchange Commission on September 30, 1997
Registration No. 333-________
_________________________________________________________________

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

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933
_________________________________________________________________


                    STATE STREET CORPORATION.
      (Exact name of registrant as specified in its charter)

      Massachusetts                                 04-2456637   
(State or other jurisdiction of                 (I.R.S. Employer 
incorporation or organization)                Identification No.)

      225 Franklin Street, Boston, Massachusetts      02110
    (Address of Principal Executive Offices)       (Zip Code)

    INVESTORS FIDUCIARY TRUST COMPANY INVESTMENT SAVINGS PLAN
                     (Full title of the Plan)

                       JOHN R. TOWERS, ESQ.
           EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
              225 FRANKLIN STREET, BOSTON, MA 02110
            _________________________________________
             (Name and address of agent for service)

                          (617) 786-3000
  (Telephone number, including area code, of agent for service)

           Please send copies of all correspondence to:

                    INVESTORS FIDUCIARY TRUST
                             COMPANY 
                       127 West 10th Street
                 Kansas City, Missouri 64105-1716
                   Attention: Marvin Rau, Esq.
                          (816) 435-5619

                           ROPES & GRAY
                     One International Place
                 Boston, Massachusetts 02110-2624
                Attention: Champe A. Fisher, Esq. 
                          (617) 951-7000

                   STINSON, MAG & FIZZELL, P.C.
                        1201 Walnut Street
                   Kansas City, Missouri 64106
                 Attention: James W. Allen, Esq.
                          (816) 842-8600


                 CALCULATION OF REGISTRATION FEE

                              Proposed   Proposed   
 Title of                     maximum    maximum    
securities     Amount to      offering   aggregate   Amount of
  to be            be         price per  offering   registration
registered/1/  registered/1/  share /2/  price /2/     fee


Common Stock,
$1.00 par 
value          5000  shares/2/  $58.13   $290,650   $100.00

/1/  Includes Preferred Share Purchase Rights.  Prior to the
     occurrence of certain events the Preferred Share Purchase
     Rights will not be evidenced separately from the Common
     Stock.  The provisions of Rule 416 of the Securities Act of
     1933 (the "Act") shall apply to this Registration Statement
     and the number of shares registered under this Registration
     Statement automatically shall increase or decrease as a
     result of stock splits, stock dividends, recapitalization or
     other changes in the Registrant's capital stock.  In
     addition, pursuant to Rule 416(c) under the Act, this
     Registration Statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee
     benefit plan herein described.

/2/  Estimated solely for purposes of calculating the amount of
     the registration fee, based on the average of the high and
     low prices of the Common Stock on September 26, 1997 as quoted 
     on the New York Stock Exchange, pursuant to Rule 457(h) of the
     Securities Act of 1933.



<PAGE>



                             PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                 
                                 
     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     State Street Corporation (the "Registrant") and the
Investors Fiduciary Trust Company Investment Savings Plan (the
"Plan") hereby incorporate by reference into this Registration
Statement the following documents:  (i) the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996; (ii)
the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997, respectively; and (iii)
the description of the Registrant's Common Stock, $1.00 par
value, included in the Registrant's registration statement on
Form 8-A; (iv) the Registrant's Current Report on Form 8-K dated
December 20, 1996; (v) the Registrant's Current Report on Form 8-K
dated March 11, 1997; and (vi) all other reports filed by the
Registrant with the Commission pursuant to Section 13(a) and
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by the
Registrant's Annual Report referred to above.  All documents
filed by the Registrant and the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents, except that any information included in any such
document in response to Item 402(i), (k) or (l) of Regulation S-K
shall not be deemed to constitute a part of this Registration
Statement.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements of the Registrant at
December 31, 1996 and 1995, and for each of the three years in
the period ended December 31, 1996, incorporated by reference in
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report therein
incorporated by reference and incorporated herein by reference. 
Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in auditing and accounting.



<PAGE>


     With respect to the unaudited interim consolidated financial
information for the three month periods ended March 31, 1997 and
June 30, 1997, incorporated by reference in this Registration
Statement, Ernst & Young LLP have reported that they applied
limited procedures in accordance with professional standards for
review of such information.  However, their separate reports,
included in the Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997 and June 30, 1997 and
incorporated herein by reference, state that they did not audit
and do not express an opinion on that interim financial
information.  Accordingly, the degree of reliance on their report
on such information should be the liability provisions of Section
11 of the Securities Act of 1933 for their reports on the
unaudited interim financial information because those reports are
not "reports" or "parts" of the Registration Statement prepared
or certified by the auditors within the meaning of Sections 7 and
11 of the Securities Act of 1933. 


     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is made to Chapter 156B, Section 13(b)(1 1/2) of the
Massachusetts Business Corporation Law (the "MBCL"), which
enables a corporation in its original articles of organization or
an amendment thereto to eliminate or limit the personal liability
of a director for monetary damages for violations of the
director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Sections 61 and 62 of the MBCL (providing
for liability of directors for authorizing unauthorized
distributions and for making loans to directors, officers and
certain shareholders), or (iv) for any transaction from which a
director derived an improper personal benefit.

     Reference also is made to Chapter 156B, Section 67 of the
MBCL, which provides a corporation may indemnify directors,
officers, employees and other agents of the corporation (and
persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at
its request in any capacity with respect to any employee benefit
plan), to the extent specified or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote
adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors.  Such
indemnification may include payment by the corporation of
expenses incurred defending a civil or criminal action or
proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person
indemnified to repay such payment if he shall be adjudicated to
be not entitled to indemnification under Section 67 which
undertaking may be accepted without reference to the financial
ability of such person to make repayment.  Any such
indemnification may be provided although the person to be
indemnified is no longer an officer, director, employee or agent
of the corporation or of such other organization or no longer
serves with respect to any such employee benefit plan.  No
indemnification shall be provided, however, for any person with
respect to any matter as to which he shall have been adjudicated
in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests
of the participants or beneficiaries of such employee benefit
plan.


<PAGE>



     The Restated Articles of Organization of the Registrant
provide the following:

          The Corporation shall to the fullest extent
     legally permissible indemnify each person who is or was
     a director, officer, employee or other agent of the
     corporation and each person who is or was serving at
     the request of the corporation as a director, trustee,
     officer, employee or other agent of another corporation
     or of any partnership, joint venture, trust, employee
     benefit plan or other enterprise or organization
     against all liabilities, costs and expenses, including
     but not limited to amounts paid in satisfaction of
     judgments, in settlement or as fines and penalties, and
     counsel fees and disbursements, reasonably incurred by
     him in connection with the defense or disposition of or
     otherwise in connection with or resulting from any
     action, suit or other proceeding, whether civil,
     criminal, administrative or investigative, before any
     court or administrative or legislative or investigative
     body, in which he may be or may have been involved as a
     party or otherwise or with which he may be or may have
     been threatened, while in office or thereafter, by
     reason of his being or having been such a director,
     officer, employee, agent or trustee, or by reason of
     any action taken or not taken in any such capacity,
     except with respect to any matter as to which he shall
     have been finally adjudicated by a court of competent
     jurisdiction not to have acted in good faith in the
     reasonable belief that his action was in the best
     interest of the corporation (any person serving another
     organization  in one or more of the indicated
     capacities at the request of the corporation who shall
     not have been adjudicated in any proceeding not to have
     acted in good faith in the reasonable belief that his
     action was in the best interest of such other
     organization shall be deemed so to have acted in good
     faith with respect to the corporation) or to the extent
     that such matter relates to service with respect to an
     employee benefit plan, in the best interest of the
     participants or beneficiaries of such employee benefit
     plan.  Expenses, including but not limited to counsel
     fees and disbursements, so incurred by any such person
     in defending any such action, suit or proceeding shall
     be paid from time to time by the corporation in advance
     of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on
     behalf of the person indemnified to repay the amounts
     so paid if it shall ultimately be determined that
     indemnification of such expenses is not authorized
     hereunder.

          If, in an action, suit or proceeding brought by or
     in the name of the corporation, a director of the
     corporation is held not liable for monetary damages,
     whether because that director is relieved of personal
     liability under the provisions of this Article Six of
     the Articles of Organization, or otherwise, that
     director shall be deemed to have met the standard of
     conduct set forth above and to be entitled to
     indemnification for expenses reasonably, incurred in
     the defense of such action, suit or proceeding.


<PAGE>



          As to any matter disposed of by settlement by any
     such person, pursuant to a consent decree or otherwise,
     no such indemnification either for the amount of such
     settlement or for any other expenses shall be provided
     unless such settlement shall be approved as in the best
     interests of the corporation after notice that it
     involves such indemnification, (a) by vote of a
     majority of the disinterested directors then in office
     (even though the disinterested directors be less than a
     quorum), or (b) by any disinterested person or persons
     to whom the question may be referred by vote of a
     majority of such disinterested directors, or (c) by
     vote of the holders of a majority of the outstanding
     stock at the time entitled to vote for directors,
     voting as a single class, exclusive of any stock owned
     by any interested person, or (d) by any disinterested
     person or persons to whom the question may be referred
     by vote of the holders of a majority of such stock.  No
     such approval shall prevent the recovery from any such
     officer, director, employee, agent or trustee of any
     amounts paid to him or on his behalf as indemnification
     in accordance with the preceding sentence if such
     person is subsequently adjudicated by a court of
     competent jurisdiction not to have acted in good faith
     in the reasonable belief that his action was in the
     best interests of the corporation.

          The right of indemnification hereby provided shall
     not be exclusive of or affect any other rights to which
     any director, officer, employee, agent or trustee may
     be entitled or which may lawfully be granted to him. 
     As used herein, the terms "director", "officer",
     "employee", "agent" and "trustee" include their
     respective executors, administrators and other legal
     representatives, an "interested" person is one against
     whom the action, suit or other proceeding in question
     or another action, suit or other proceeding on the same
     or similar grounds is then or had been pending or
     threatened, and a "disinterested" person is a person
     against whom no such action, suit or other proceeding
     is then or had been pending or threatened.

          By action of the board of directors,
     notwithstanding any interest of the directors in such
     action, the corporation may purchase and maintain
     insurance, in such amounts as the board of directors
     may from time to time deem appropriate, on behalf of
     any person who is or was a director, officer, employee
     or other agent of the corporation, or is or was serving
     at the request of the corporation as a director,
     trustee, officer, employee or other agent of another
     corporation or of any partnership, joint venture,
     trust, employee benefit plan or other enterprise or
     organization against any liability incurred by him in
     any such capacity, or arising out of his status as
     such, whether or not the corporation would have the
     power to indemnify him against such liability.

          A director of this corporation shall not be
     personally liable to the corporation or its
     stockholders for monetary damages for breach of
     fiduciary <PAGE> duty as a director notwithstanding any
     provision of law imposing such liability, provided,
     however, that this paragraph of Article Six shall not
     eliminate the liability of a director to the extent
     such liability is imposed by applicable law (i) for any
     breach of the director's duty of loyalty to this
     corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law,
     (iii) for any transaction from which the director
     derived an improper personal benefit, or (iv) for
     paying a dividend, approving a stock repurchase or
     making loans which are illegal under certain provisions
     of Massachusetts law, as the same exists or hereafter
     may be amended.  If Massachusetts law is hereafter
     amended to authorize the further limitation of the
     legal liability of the directors of this corporation,
     the liability of the directors shall then be deemed to
     be limited to the fullest extent then permitted by
     Massachusetts law as so amended.  Any repeal or
     modification of this paragraph of this Article Six
     which may hereafter be effected by the stockholders of
     this corporation shall be prospective only, and shall
     not adversely affect any limitation on the liability of
     a director for acts or omissions prior to such repeal
     or modification.

     In addition, the Registrant maintains a directors' and
officers' liability insurance policy.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 13 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to
     this Registration Statement:

               (i)       To include any prospectus
          required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii)      To reflect in the prospectus
          any facts or events arising after the
          effective date of the Registration Statement
          (or the most recent post-effective amendment
          thereof) which, individually or in the
          aggregate, represent a fundamental change in
          the information set forth in the Registration
          Statement;



<PAGE>



               (iii)     To include any material
          information with respect to the plan of
          distribution not previously disclosed in the
          Registration Statement or any material change
          to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and
     (1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by
     the Registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

          (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of
     the offering.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


<PAGE>



                 SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, Commonwealth of Massachusetts, on
September 18, 1997.

                              STATE STREET CORPORATION


                              By  /s/ Rex S. Schuette
                                   Rex S. Schuette
                              Senior Vice President and
                                      Comptroller

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on September 18, 1997.

     We, the undersigned officers and directors of State Street
Corporation (the "Corporation") hereby severally constitute and
appoint Ronald L. O'Kelley, John R. Towers and Rex S. Schuette,
and each of them singly, our true and lawful attorneys with full
to them, and each of them singly, to sign for us and in our names
in the capacities as indicated, any and all amendments or
supplements to the Registration Statement on Form S-8 of the
Corporation, and generally to do all such things in our name and
on our behalf in our capacities as indicated to enable the
Corporation to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our
signatures as they may be required by our said attorneys or any
of them, to any and all amendments.


<PAGE>




     Signature                                      Title

/s/ Marshall N. Carter
MARSHALL N. CARTER                 Chairman and Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)

/s/ Ronald L. O'Kelley             
RONALD L. O'KELLEY                 Executive Vice President and               
                                   Chief Financial Officer
                                   (Principal Financial Officer)

/s/ Rex S. Schuette
REX S. SCHUETTE                    Senior Vice President and
                                   Comptroller (Principal
                                   Accounting Officer)

/s/ Tenley E. Albright
TENLEY E. ALBRIGHT                 Director

/s/ Joseph A. Bautte
JOSEPH A. BAUTE                    Director

/s/ I. MacAllister Booth
I. MACALLISTER BOOTH               Director

/s/ James I. Cash, Jr.
JAMES I. CASH, JR.                 Director


/s/ Truman S. Casner
TRUMAN S. CASNER                   Director  

/s/ Nader F. Darehshori
NADER F. DAREHSHORI                Director

/s/ Arthur L. Goldstein
ARTHUR L. GOLDSTEIN                Director

/s/ Charles F. Kaye
CHARLES F. KAYE                    Director

/s/ John M. Kucharski
JOHN M. KUCHARSKI                  Director

/s/ Charles R. Lamantia
CHARLES R. LAMANTIA                Director



<PAGE>



/s/ David B. Perini
DAVID B. PERINI                    Director  

/s/ Dennis J. Picard
DENNIS J. PICARD                   Director

_______________________
ALFRED POE                         Director

/s/ Bernard W. Reznicek
BERNARD W. REZNICEK                Director

/s/ David A. Spina
DAVID A. SPINA                     Director

/s/ Robert E. Weissman
ROBERT E. WEISSMAN                 Director


     Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Kansas City, Missouri, on the 29th day
of September, 1997.

                                   INVESTORS FIDUCIARY TRUST
                                   COMPANY INVESTMENT
                                   SAVINGS PLAN,


                                   By  /s/ Stephen Hilliard
                                       Name:  Stephen Hilliard
                                       Title:  Executive Vice President
                                               Chief Financial Officer


                                                       Trustee   

<PAGE>




                          EXHIBIT INDEX

Exhibit No.                Description                       Page
4.1            Restated Articles of Organization                *
               (filed with the Securities and Exchange 
               Commission as Exhibit 3.1 to Registrant's 
               Annual Report on Form 10-K for the year 
               ended December 31, 1995, and incorporated 
               by reference)

4.2            By-Laws, as amended (filed with the              *
               Securities and Exchange Commission as 
               Exhibit 3.2 to the Registrant's Annual 
               Report on Form 10-K for the year ended 
               December 31, 1991 and incorporated by 
               reference)

4.3            Form of Common Stock Certificate (filed          *
               as Exhibit 4.3 to the Registrant's 
               Registration Statement on Form S-3 
               dated June 20, 1995)

4.4            The description of the Registrant's              *
               Common Stock included in the Company's 
               effective registration statement report 
               on Form 10, as filed with the Securities 
               and Exchange Commission on September 3, 
               1970 and amended on May 12, 1971 and 
               incorporated by reference

4.5            Rights Agreement dated as of September 15,       *
               1988 between State Street Boston Corporation 
               and The First National Bank of Boston, Rights
               Agent (filed with the Securities and Exchange
               Commission as Exhibit 4 to Registrant's Current
               Report on Form 8-K dated September 30, 1988 and
               incorporated by reference)





<PAGE>



4.6            Amendment to Rights Agreement dated as of        *
               September 20, 1990 between State Street 
               Boston Corporation and The First National 
               Bank of Boston, Rights Agent (filed with the
               Securities and Exchange Commission as Exhibit 
               4 to Registrant's Quarterly Report on Form 
               10-Q for the quarter ended September 30, 1990 
               and incorporated by reference)

4.7            Indenture dated as of May 1, 1983 between        *
               State Street Boston Corporation and Morgan
               Guaranty Trust Company of New York, Trustee,
               relating to the Company's 7 3/4% Convertible
               Subordinated Debentures due 2008 (filed with
               the Securities and Exchange Commission as 
               Exhibit 4 to the Registrant's Registration
               Statement on Form S-3 filed on April 22, 1983,
               Commission File No. 2-83251 and incorporated by
               reference)

4.8            Indenture dated as of August 2, 1993 between     *
               State Street Boston Corporation and The First
               National Bank of Boston, as trustee (filed 
               with the Securities and Exchange Commission as
               Exhibit 4 to the Registrant's Current Report on
               Form 8-K dated October 8, 1993 and incorporated 
               by reference)

4.9            Instrument of Resignation, appointment, and      *
               acceptance, dated as of February 14, 1996 
               between State Street Boston Corporation, 
               The First National Bank of Boston (resigning
               trustee) and Fleet National Bank of 
               Massachusetts (successor trustee) (filed 
               with the Securities and Exchange Commission as
               Exhibit 4.6 to Registrant's Annual Report on 
               Form 10-K for the year ended December 31, 1995 
               and incorporated by reference)




<PAGE>





4.10.1         Investors Fiduciary Trust Company Investment
               Savings Plan Adoption Agreement

4.10.2         Amendment to Investors Fiduciary Trust 
               Company Investment Savings Plan

4.10.3         Second Amendment to Investors Fiduciary 
               Trust Company Investment Savings Plan 

4.10.4         Third Amendment to Investors Fiduciary 
               Trust Company Investment Savings Plan

4.10.5         Fourth Amendment to Investors Fiduciary 
               Trust Company Investment Savings Plan

4.10.6         Investors Fiduciary Trust Company Investment
               Savings Plan Document (contained on Aon 
               Consulting Prototype Profit Sharing and 
               Employee Savings Plan and Trust)

5.             IRS Determination Letter for the Investors
               Fiduciary Trust Company Investment Savings 
               Plan, as amended.

15.1           Letter from Ernst & Young LLP re unaudited 
               interim financial information.

23.1           Consent of Ernst & Young LLP, the Registrant's
               independent public accountants.

24.            Power of Attorney (included on signature page    *
               hereto).


____________
*  Incorporated herein by reference
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As filed with the Securities and Exchange Commission on September 30, 1997
Registration No. 333-________
_________________________________________________________________

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

                             FORM S-8
                      REGISTRATION STATEMENT
                 UNDER THE SECURITIES ACT OF 1933
_________________________________________________________________

                    STATE STREET CORPORATION.
      (Exact name of registrant as specified in its charter)

      Massachusetts                                 04-2456637   
(State or other jurisdiction of                 (I.R.S. Employer 
incorporation or organization)                Identification No.)

      225 Franklin Street, Boston, Massachusetts      02110
    (Address of Principal Executive Offices)       (Zip Code)

    INVESTORS FIDUCIARY TRUST COMPANY INVESTMENT SAVINGS PLAN
                     (Full title of the Plan)

                       JOHN R. TOWERS, ESQ.
           EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
              225 FRANKLIN STREET, BOSTON, MA 02110
            _________________________________________
             (Name and address of agent for service)

                          (617) 786-3000
  (Telephone number, including area code, of agent for service)

           Please send copies of all correspondence to:

                    INVESTORS FIDUCIARY TRUST
                             COMPANY 
                       127 West 10th Street
                 Kansas City, Missouri 64105-1716
                   Attention: Marvin Rau, Esq.
                          (816) 435-5619

                           ROPES & GRAY
                     One International Place
                 Boston, Massachusetts 02110-2624
                Attention: Champe A. Fisher, Esq. 
                          (617) 951-7000

                   STINSON, MAG & FIZZELL, P.C.
                        1201 Walnut Street
                   Kansas City, Missouri 64106
                 Attention: James W. Allen, Esq.
                          (816) 842-8600

                 CALCULATION OF REGISTRATION FEE

                              Proposed   Proposed   
 Title of                     maximum    maximum    
securities     Amount to      offering   aggregate   Amount of
  to be            be         price per  offering   registration
registered/1/  registered/1/  share /2/  price /2/     fee

Common Stock,
$1.00 par 
value          5000  shares/2/  $58.13   $290,650   $100.00

/1/  Includes Preferred Share Purchase Rights.  Prior to the
     occurrence of certain events the Preferred Share Purchase
     Rights will not be evidenced separately from the Common
     Stock.  The provisions of Rule 416 of the Securities Act of
     1933 (the "Act") shall apply to this Registration Statement
     and the number of shares registered under this Registration
     Statement automatically shall increase or decrease as a
     result of stock splits, stock dividends, recapitalization or
     other changes in the Registrant's capital stock.  In
     addition, pursuant to Rule 416(c) under the Act, this
     Registration Statement also covers an indeterminate amount
     of interests to be offered or sold pursuant to the employee
     benefit plan herein described.

/2/  Estimated solely for purposes of calculating the amount of
     the registration fee, based on the average of the high and
     low prices of the Common Stock on September 26, 1997 as quoted 
     on the New York Stock Exchange, pursuant to Rule 457(h) of the
     Securities Act of 1933.
PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                 
                                 
     ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     State Street Corporation (the "Registrant") and the
Investors Fiduciary Trust Company Investment Savings Plan (the
"Plan") hereby incorporate by reference into this Registration
Statement the following documents:  (i) the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1996; (ii)
the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997, respectively; and (iii)
the description of the Registrant's Common Stock, $1.00 par
value, included in the Registrant's registration statement on
Form 8-A; (iv) the Registrant's Current Report on Form 8-K dated
December 20, 1996; (v) the Registrant's Current Report on Form 8-K
dated March 11, 1997; and (vi) all other reports filed by the
Registrant with the Commission pursuant to Section 13(a) and
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the fiscal year covered by the
Registrant's Annual Report referred to above.  All documents
filed by the Registrant and the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such
documents, except that any information included in any such
document in response to Item 402(i), (k) or (l) of Regulation S-K
shall not be deemed to constitute a part of this Registration
Statement.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement.

     ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

     ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements of the Registrant at
December 31, 1996 and 1995, and for each of the three years in
the period ended December 31, 1996, incorporated by reference in
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report therein
incorporated by reference and incorporated herein by reference. 
Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority
of such firm as experts in auditing and accounting.
With respect to the unaudited interim consolidated financial
information for the three month periods ended March 31, 1997 and
June 30, 1997, incorporated by reference in this Registration
Statement, Ernst & Young LLP have reported that they applied
limited procedures in accordance with professional standards for
review of such information.  However, their separate reports,
included in the Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997 and June 30, 1997 and
incorporated herein by reference, state that they did not audit
and do not express an opinion on that interim financial
information.  Accordingly, the degree of reliance on their report
on such information should be the liability provisions of Section
11 of the Securities Act of 1933 for their reports on the
unaudited interim financial information because those reports are
not "reports" or "parts" of the Registration Statement prepared
or certified by the auditors within the meaning of Sections 7 and
11 of the Securities Act of 1933. 

     ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Reference is made to Chapter 156B, Section 13(b)(1 1/2) of the
Massachusetts Business Corporation Law (the "MBCL"), which
enables a corporation in its original articles of organization or
an amendment thereto to eliminate or limit the personal liability
of a director for monetary damages for violations of the
director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Sections 61 and 62 of the MBCL (providing
for liability of directors for authorizing unauthorized
distributions and for making loans to directors, officers and
certain shareholders), or (iv) for any transaction from which a
director derived an improper personal benefit.

     Reference also is made to Chapter 156B, Section 67 of the
MBCL, which provides a corporation may indemnify directors,
officers, employees and other agents of the corporation (and
persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at
its request in any capacity with respect to any employee benefit
plan), to the extent specified or authorized by the articles of
organization, a by-law adopted by the stockholders or a vote
adopted by the holders of a majority of the shares of stock
entitled to vote on the election of directors.  Such
indemnification may include payment by the corporation of
expenses incurred defending a civil or criminal action or
proceeding in advance of the final disposition of such action or
proceeding, upon receipt of an undertaking by the person
indemnified to repay such payment if he shall be adjudicated to
be not entitled to indemnification under Section 67 which
undertaking may be accepted without reference to the financial
ability of such person to make repayment.  Any such
indemnification may be provided although the person to be
indemnified is no longer an officer, director, employee or agent
of the corporation or of such other organization or no longer
serves with respect to any such employee benefit plan.  No
indemnification shall be provided, however, for any person with
respect to any matter as to which he shall have been adjudicated
in any proceeding not to have acted in good faith in the
reasonable belief that his action was in the best interest of the
corporation or to the extent that such matter relates to service
with respect to an employee benefit plan, in the best interests
of the participants or beneficiaries of such employee benefit
plan.
The Restated Articles of Organization of the Registrant
provide the following:

          The Corporation shall to the fullest extent
     legally permissible indemnify each person who is or was
     a director, officer, employee or other agent of the
     corporation and each person who is or was serving at
     the request of the corporation as a director, trustee,
     officer, employee or other agent of another corporation
     or of any partnership, joint venture, trust, employee
     benefit plan or other enterprise or organization
     against all liabilities, costs and expenses, including
     but not limited to amounts paid in satisfaction of
     judgments, in settlement or as fines and penalties, and
     counsel fees and disbursements, reasonably incurred by
     him in connection with the defense or disposition of or
     otherwise in connection with or resulting from any
     action, suit or other proceeding, whether civil,
     criminal, administrative or investigative, before any
     court or administrative or legislative or investigative
     body, in which he may be or may have been involved as a
     party or otherwise or with which he may be or may have
     been threatened, while in office or thereafter, by
     reason of his being or having been such a director,
     officer, employee, agent or trustee, or by reason of
     any action taken or not taken in any such capacity,
     except with respect to any matter as to which he shall
     have been finally adjudicated by a court of competent
     jurisdiction not to have acted in good faith in the
     reasonable belief that his action was in the best
     interest of the corporation (any person serving another
     organization  in one or more of the indicated
     capacities at the request of the corporation who shall
     not have been adjudicated in any proceeding not to have
     acted in good faith in the reasonable belief that his
     action was in the best interest of such other
     organization shall be deemed so to have acted in good
     faith with respect to the corporation) or to the extent
     that such matter relates to service with respect to an
     employee benefit plan, in the best interest of the
     participants or beneficiaries of such employee benefit
     plan.  Expenses, including but not limited to counsel
     fees and disbursements, so incurred by any such person
     in defending any such action, suit or proceeding shall
     be paid from time to time by the corporation in advance
     of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on
     behalf of the person indemnified to repay the amounts
     so paid if it shall ultimately be determined that
     indemnification of such expenses is not authorized
     hereunder.

          If, in an action, suit or proceeding brought by or
     in the name of the corporation, a director of the
     corporation is held not liable for monetary damages,
     whether because that director is relieved of personal
     liability under the provisions of this Article Six of
     the Articles of Organization, or otherwise, that
     director shall be deemed to have met the standard of
     conduct set forth above and to be entitled to
     indemnification for expenses reasonably, incurred in
     the defense of such action, suit or proceeding.
As to any matter disposed of by settlement by any
     such person, pursuant to a consent decree or otherwise,
     no such indemnification either for the amount of such
     settlement or for any other expenses shall be provided
     unless such settlement shall be approved as in the best
     interests of the corporation after notice that it
     involves such indemnification, (a) by vote of a
     majority of the disinterested directors then in office
     (even though the disinterested directors be less than a
     quorum), or (b) by any disinterested person or persons
     to whom the question may be referred by vote of a
     majority of such disinterested directors, or (c) by
     vote of the holders of a majority of the outstanding
     stock at the time entitled to vote for directors,
     voting as a single class, exclusive of any stock owned
     by any interested person, or (d) by any disinterested
     person or persons to whom the question may be referred
     by vote of the holders of a majority of such stock.  No
     such approval shall prevent the recovery from any such
     officer, director, employee, agent or trustee of any
     amounts paid to him or on his behalf as indemnification
     in accordance with the preceding sentence if such
     person is subsequently adjudicated by a court of
     competent jurisdiction not to have acted in good faith
     in the reasonable belief that his action was in the
     best interests of the corporation.

          The right of indemnification hereby provided shall
     not be exclusive of or affect any other rights to which
     any director, officer, employee, agent or trustee may
     be entitled or which may lawfully be granted to him. 
     As used herein, the terms "director", "officer",
     "employee", "agent" and "trustee" include their
     respective executors, administrators and other legal
     representatives, an "interested" person is one against
     whom the action, suit or other proceeding in question
     or another action, suit or other proceeding on the same
     or similar grounds is then or had been pending or
     threatened, and a "disinterested" person is a person
     against whom no such action, suit or other proceeding
     is then or had been pending or threatened.

          By action of the board of directors,
     notwithstanding any interest of the directors in such
     action, the corporation may purchase and maintain
     insurance, in such amounts as the board of directors
     may from time to time deem appropriate, on behalf of
     any person who is or was a director, officer, employee
     or other agent of the corporation, or is or was serving
     at the request of the corporation as a director,
     trustee, officer, employee or other agent of another
     corporation or of any partnership, joint venture,
     trust, employee benefit plan or other enterprise or
     organization against any liability incurred by him in
     any such capacity, or arising out of his status as
     such, whether or not the corporation would have the
     power to indemnify him against such liability.

          A director of this corporation shall not be
     personally liable to the corporation or its
     stockholders for monetary damages for breach of
     fiduciary
duty as a director notwithstanding any
     provision of law imposing such liability, provided,
     however, that this paragraph of Article Six shall not
     eliminate the liability of a director to the extent
     such liability is imposed by applicable law (i) for any
     breach of the director's duty of loyalty to this
     corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law,
     (iii) for any transaction from which the director
     derived an improper personal benefit, or (iv) for
     paying a dividend, approving a stock repurchase or
     making loans which are illegal under certain provisions
     of Massachusetts law, as the same exists or hereafter
     may be amended.  If Massachusetts law is hereafter
     amended to authorize the further limitation of the
     legal liability of the directors of this corporation,
     the liability of the directors shall then be deemed to
     be limited to the fullest extent then permitted by
     Massachusetts law as so amended.  Any repeal or
     modification of this paragraph of this Article Six
     which may hereafter be effected by the stockholders of
     this corporation shall be prospective only, and shall
     not adversely affect any limitation on the liability of
     a director for acts or omissions prior to such repeal
     or modification.

     In addition, the Registrant maintains a directors' and
officers' liability insurance policy.

     ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.  EXHIBITS.

     The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 13 of this Registration Statement,
which Exhibit Index is incorporated herein by reference.

     ITEM 9.  UNDERTAKINGS.

     A.   The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to
     this Registration Statement:

               (i)       To include any prospectus
          required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii)      To reflect in the prospectus
          any facts or events arising after the
          effective date of the Registration Statement
          (or the most recent post-effective amendment
          thereof) which, individually or in the
          aggregate, represent a fundamental change in
          the information set forth in the Registration
          Statement;
(iii)     To include any material
          information with respect to the plan of
          distribution not previously disclosed in the
          Registration Statement or any material change
          to such information in the Registration
          Statement;

          Provided, however, that paragraphs (1)(i) and
     (1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by
     the Registrant pursuant to Section 13 or Section 15(d)
     of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability under the Securities Act of 1933, each such
     post-effective amendment shall be deemed to be a new
     registration statement relating to the securities
     offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide
     offering thereof.

          (3)  To remove from registration by means of a
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of
     the offering.

     B.   The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     C.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, Commonwealth of Massachusetts, on
September 18, 1997.

                              STATE STREET CORPORATION

                              By  /s/ Rex S. Schuette
                                   Rex S. Schuette
                              Senior Vice President and
                                      Comptroller

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on September 18, 1997.

     We, the undersigned officers and directors of State Street
Corporation (the "Corporation") hereby severally constitute and
appoint Ronald L. O'Kelley, John R. Towers and Rex S. Schuette,
and each of them singly, our true and lawful attorneys with full
to them, and each of them singly, to sign for us and in our names
in the capacities as indicated, any and all amendments or
supplements to the Registration Statement on Form S-8 of the
Corporation, and generally to do all such things in our name and
on our behalf in our capacities as indicated to enable the
Corporation to comply with the provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our
signatures as they may be required by our said attorneys or any
of them, to any and all amendments.
Signature                                      Title

/s/ Marshall N. Carter
MARSHALL N. CARTER                 Chairman and Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)

/s/ Ronald L. O'Kelley             
RONALD L. O'KELLEY                 Executive Vice President and               
                                   Chief Financial Officer
                                   (Principal Financial Officer)

/s/ Rex S. Schuette
REX S. SCHUETTE                    Senior Vice President and
                                   Comptroller (Principal
                                   Accounting Officer)

/s/ Tenley E. Albright
TENLEY E. ALBRIGHT                 Director

/s/ Joseph A. Bautte
JOSEPH A. BAUTE                    Director

/s/ I. MacAllister Booth
I. MACALLISTER BOOTH               Director

/s/ James I. Cash, Jr.
JAMES I. CASH, JR.                 Director

/s/ Truman S. Casner
TRUMAN S. CASNER                   Director  

/s/ Nader F. Darehshori
NADER F. DAREHSHORI                Director

/s/ Arthur L. Goldstein
ARTHUR L. GOLDSTEIN                Director

/s/ Charles F. Kaye
CHARLES F. KAYE                    Director

/s/ John M. Kucharski
JOHN M. KUCHARSKI                  Director

/s/ Charles R. Lamantia
CHARLES R. LAMANTIA                Director
/s/ David B. Perini
DAVID B. PERINI                    Director  

/s/ Dennis J. Picard
DENNIS J. PICARD                   Director

_______________________
ALFRED POE                         Director

/s/ Bernard W. Reznicek
BERNARD W. REZNICEK                Director

/s/ David A. Spina
DAVID A. SPINA                     Director

/s/ Robert E. Weissman
ROBERT E. WEISSMAN                 Director

     Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Kansas City, Missouri, on the 29th day
of September, 1997.

                                   INVESTORS FIDUCIARY TRUST
                                   COMPANY INVESTMENT
                                   SAVINGS PLAN,

                                   By  /s/ Stephen Hilliard
                                       Name:  Stephen Hilliard
                                       Title:  Executive Vice President
                                               Chief Financial Officer

                                                       Trustee
EXHIBIT INDEX

Exhibit No.                Description                       Page
4.1            Restated Articles of Organization                *
               (filed with the Securities and Exchange 
               Commission as Exhibit 3.1 to Registrant's 
               Annual Report on Form 10-K for the year 
               ended December 31, 1995, and incorporated 
               by reference)

4.2            By-Laws, as amended (filed with the              *
               Securities and Exchange Commission as 
               Exhibit 3.2 to the Registrant's Annual 
               Report on Form 10-K for the year ended 
               December 31, 1991 and incorporated by 
               reference)

4.3            Form of Common Stock Certificate (filed          *
               as Exhibit 4.3 to the Registrant's 
               Registration Statement on Form S-3 
               dated June 20, 1995)

4.4            The description of the Registrant's              *
               Common Stock included in the Company's 
               effective registration statement report 
               on Form 10, as filed with the Securities 
               and Exchange Commission on September 3, 
               1970 and amended on May 12, 1971 and 
               incorporated by reference

4.5            Rights Agreement dated as of September 15,       *
               1988 between State Street Boston Corporation 
               and The First National Bank of Boston, Rights
               Agent (filed with the Securities and Exchange
               Commission as Exhibit 4 to Registrant's Current
               Report on Form 8-K dated September 30, 1988 and
               incorporated by reference)
4.6            Amendment to Rights Agreement dated as of        *
               September 20, 1990 between State Street 
               Boston Corporation and The First National 
               Bank of Boston, Rights Agent (filed with the
               Securities and Exchange Commission as Exhibit 
               4 to Registrant's Quarterly Report on Form 
               10-Q for the quarter ended September 30, 1990 
               and incorporated by reference)

4.7            Indenture dated as of May 1, 1983 between        *
               State Street Boston Corporation and Morgan
               Guaranty Trust Company of New York, Trustee,
               relating to the Company's 7 3/4% Convertible
               Subordinated Debentures due 2008 (filed with
               the Securities and Exchange Commission as 
               Exhibit 4 to the Registrant's Registration
               Statement on Form S-3 filed on April 22, 1983,
               Commission File No. 2-83251 and incorporated by
               reference)

4.8            Indenture dated as of August 2, 1993 between     *
               State Street Boston Corporation and The First
               National Bank of Boston, as trustee (filed 
               with the Securities and Exchange Commission as
               Exhibit 4 to the Registrant's Current Report on
               Form 8-K dated October 8, 1993 and incorporated 
               by reference)

4.9            Instrument of Resignation, appointment, and      *
               acceptance, dated as of February 14, 1996 
               between State Street Boston Corporation, 
               The First National Bank of Boston (resigning
               trustee) and Fleet National Bank of 
               Massachusetts (successor trustee) (filed 
               with the Securities and Exchange Commission as
               Exhibit 4.6 to Registrant's Annual Report on 
               Form 10-K for the year ended December 31, 1995 
               and incorporated by reference)
4.10.1         Investors Fiduciary Trust Company Investment
               Savings Plan Adoption Agreement

4.10.2         Amendment to Investors Fiduciary Trust 
               Company Investment Savings Plan

4.10.3         Second Amendment to Investors Fiduciary 
               Trust Company Investment Savings Plan 

4.10.4         Third Amendment to Investors Fiduciary 
               Trust Company Investment Savings Plan

4.10.5         Fourth Amendment to Investors Fiduciary 
               Trust Company Investment Savings Plan

4.10.6         Investors Fiduciary Trust Company Investment
               Savings Plan Document (contained on Aon 
               Consulting Prototype Profit Sharing and 
               Employee Savings Plan and Trust)

5.             IRS Determination Letter for the Investors
               Fiduciary Trust Company Investment Savings 
               Plan, as amended.

15.1           Letter from Ernst & Young LLP re unaudited 
               interim financial information.

23.1           Consent of Ernst & Young LLP, the Registrant's
               independent public accountants.

24.            Power of Attorney (included on signature page    *
               hereto).

____________
*  Incorporated herein by reference