<PAGE>

                                                                Reg. No.

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                             Fleet Financial Group, Inc.
                             ---------------------------
                (Exact name of registrant as specified in its charter)


              Rhode Island                             05-0341324
              ------------                             ----------
    (State or other jurisdiction of                   (IRS. Employer
     incorporation or organization)                   Identification No.)


    One Federal Street, Boston, MA                    02110
    ----------------------------------------          -----
    (Address of Principal Executive Offices)          (Zip Code)


                             Fleet Financial Group, Inc.
                             ---------------------------
           Amended and Restated 1992 Stock Option and Restricted Stock Plan
           ----------------------------------------------------------------
                               (Full title of the plan)


                                William C. Mutterperl
                      Senior Vice President and General Counsel
                   Fleet Financial Group, Inc., One Federal Street
                                   Boston, MA 02110
                       ---------------------------------------
                       (Name and address of agent for service)


                                    (617) 292-2000
                                    --------------
            (Telephone number, including area code, of agent for service)


                                   with a copy to:


                          Joanne H. Marcoux, Senior Counsel
                    Fleet Financial Group, Inc., 50 Kennedy Plaza
                                 Providence, RI 02903

<PAGE>

                           Calculation of Registration Fee

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                             Proposed       Proposed
Title of                     Maximum        Maximum
Securities                   Offering       Aggregate           Amount of
to be         Amount to be   Price Per      Offering            Registration
Registered     Registered    Share*         Price*              Fee

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Common Stock  13,000,000     $51.57         $670,410,000.00     $203,155.00
$.01 par        shares
value(1)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)    Including preferred share purchase rights.

*      Pursuant to Rule 457(c) and (h)(1), the registration fee is based on the
       average of the high and low prices of the Registrant's Common Stock
       reported on the New York Stock Exchange on November 8, 1996.

       PURSUANT TO RULE 429, THE PROSPECTUS FOR USE IN CONNECTION WITH THE
       SECURITIES COVERED BY THIS REGISTRATION STATEMENT RELATES ALSO TO
       REGISTRATION STATEMENTS ON FORM S-8, NOS. 33-56061 AND 33-48818.

<PAGE>

                                      PROSPECTUS

                                   1,801,751 Shares

                             FLEET FINANCIAL GROUP, INC.
                                     Common Stock
                                    $.01 Par Value

                                     THE OFFERING

       This Prospectus relates to 1,801,751 shares of Common Stock, $.01 par
value, of Fleet Financial Group, Inc. (the "Company") purchased or which may be
purchased by executive officers of the Company (the "Selling Stockholders")
pursuant to stock options granted and restricted stock awarded pursuant to
employee benefit plans of the Company and its predecessors.  Specific
information as to the Selling Stockholders may be found on pages 3 and 4 of this
Prospectus.  The Company has been informed that said 1,801,751 shares of Common
Stock may be offered from time to time publicly by the Selling Stockholders
through one or more transactions on a national securities exchange, in the
over-the-counter market or through one or more brokers.  The shares will be
offered at prices prevailing at the time of sale.  The market price for the
Common Stock on the New York Exchange on November 8, 1996 was $51.57 per share.

       The Selling Stockholders and anyone effecting sales on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended ("Securities Act"), and commissions or
discounts given may be regarded as underwriting commissions or discounts under
the Securities Act.

       The Company will not receive any of the proceeds from sales by the
Selling Stockholders.

                                  ------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                                  ------------------

                   The date of this Prospectus is November 13, 1996

<PAGE>

                                AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the Commission").  Proxy statements, reports and other
information concerning the Company can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, NY 10048) and Chicago (Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661), and copies of
such material can be obtained from the Public References Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates.
Reports, proxy material and other information concerning the Company also may be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, NY 10005.  This Prospectus does not contain all information set forth in
the Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act, which may be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, DC 20549, upon payment of the prescribed fees, and to which
reference is hereby made.

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:

       1.     Annual Report on Form 10-K for the year ended December 31, 1995.

       2.     Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.

       3.     Current Reports on Form 8-K dated January 17, 1996, January 19,
1996, February 8, 1996, February 21, 1996, March 15, 1996 (as amended by a Form
8-K/A dated April 5, 1996), March 25, 1996, March 26, 1996, March 27, 1996,
April 1, 1996, April 15, 1996, April 17, 1996, May 1, 1996, May 15, 1996 (as
amended by a Form 8-K/A dated August 5, 1996), July 17, 1996, August 15, 1996,
August 23, 1996, September 27, 1996 and October 16, 1996.

       4.     The description of the Common Stock contained in a Registration
Statement filed by Industrial National Company (predecessor to the Company) on
Form 8-B dated May 29, 1970, and any amendment or report filed for the purpose
of updating such description.

       5.     The description of the Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A dated November 29, 1990 (as
amended by an Amendment to Application or Report on Form 8-A dated September 6,
1991 and a Form 8-A/A dated March 17, 1995).

       Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

       All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering of the Common
Stock offered hereby are incorporated herein by reference and such documents

<PAGE>

shall be deemed to be a part hereof from the date of filing of such documents.
Any statement contained in this Prospectus or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

       ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO THE CORPORATE COMMUNICATIONS DEPARTMENT, FLEET
FINANCIAL GROUP, INC., ONE FEDERAL STREET, BOSTON, MA 02110; (617) 292-2000.


                        FLEET FINANCIAL GROUP, INC.

       The Company, a Rhode Island corporation, has its principal executive
offices at One Federal Street, Boston, Massachusetts 02110, telephone number
(617) 292-2000. The Company's Common Stock is listed on the New York Stock
Exchange under the symbol "FLT."


                           SELLING STOCKHOLDERS

       Set forth below is information as to the Selling Stockholders, the
number of shares of Common Stock of the Company beneficially owned, the number
of shares which may be offered as set forth on the cover of this Prospectus
(assuming certain options are exercised and certain restricted stock awards
vest) and the number of shares to be beneficially owned after completion of 
the offering assuming all shares are sold.

<TABLE>
<CAPTION>
                                                                  Number of
                                                  Number of       Shares To Be
Name and                     Number of Shares     Shares Which    Beneficially
Position with                Beneficially         May Be          Owned After
The Company                  Owned (1)            Offered (2)     Offering (3)
-------------                ----------------     -----------     ------------
<S>                          <C>                  <C>             <C>
Joel B. Alvord                    128,765             72,000         101,765
Chairman

Terrence Murray                   515,048            549,170          68,878
President and Chief
Executive Officer

Robert H. Higgins                 213,890            215,254          31,514
Vice Chairman

Gunnar S. Overstrom, Jr.          204,747             32,000         192,747
Vice Chairman

H. Jay Sarles                     278,834            236,637          67,197
Vice Chairman

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                  Number of
                                                  Number of       Shares To Be
Name and                     Number of Shares     Shares Which    Beneficially
Position with                Beneficially         May Be          Owned After
The Company                  Owned (1)            Offered (2)     Offering (3)
-------------                ----------------     -----------     ------------
<S>                          <C>                  <C>             <C>
Michael R. Zucchini               181,527            209,661           6,957
Vice Chairman

David L. Eyles                     75,293             28,333          60,293
Executive Vice
President and Chief
Credit Policy Officer

Eugene M. McQuade                  91,886            123,666           6,286
Executive Vice President
and Chief Financial Officer

William C. Mutterperl              87,842            105,775           - 0 -
Senior Vice President,
Secretary and General
Counsel

Anne M. Slattery                   25,300             37,333             300
Senior Vice President

M. Anne Szostak                    70,646             80,890           2,513
Senior Vice President

Anne M. Finucane                    5,000             18,333           - 0 -
Senior Vice President

Robert B. Hedges                   37,937             14,933          30,337
Senior Vice President

Brian T. Moynihan                  38,555             36,333          15,555
Managing Director,
Strategic Planning and
Corporate Development

Douglas L. Jacobs                  18,600             28,433           - 0 -
Treasurer

Robert C. Lamb, Jr.
Controller and Chief
Accounting Officer                 13,143             13,000           4,143

</TABLE>
---------------

<PAGE>

(1)    Includes shares that may be acquired within 60 days of the date of this
       Prospectus pursuant to employee stock options.

(2)    Includes shares owned that were purchased pursuant to employee stock
       options granted and restricted stock awarded by the Company and shares
       that may be purchased or for which restrictions may lapse pursuant to
       such plans on or before October 31, 1997.

(3)    None of the Selling Stockholders shall own 1% or more of the Company's
       outstanding shares of Common Stock after completion of the offering.

                                 LEGAL MATTERS

       The validity of the shares of Common Stock, including the associated 
preferred share purchase rights, offered hereby has been passed upon for the 
Company by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode 
Island 02903.  V. Duncan Johnson, a partner of Edwards & Angell, is a 
director of Fleet National Bank, a subsidiary of the Company, and 
beneficially owns 4,052 shares of Common Stock of the Company.

                                     EXPERTS

       The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, incorporated by reference herein (and elsewhere in the Registration
Statement) have been incorporated by reference herein (and elsewhere in the
Registration Statement) in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.  The report of KPMG Peat Marwick LLP refers
to changes in the methods of accounting for mortgage servicing rights,
investments in debt and equity securities and income taxes.

       The consolidated financial statements of National Westminster Bancorp, 
Inc. as of December 31, 1995 and 1994 and for each of the years in the 
three-year period ended December 31, 1995 appearing in the Company's Current 
Report on Form 8-K dated March 25, 1996, have been incorporated by reference 
herein in reliance on the report of KPMG Peat Marwick LLP, independent 
certified public accountants, and upon the authority of said firm as experts 
in accounting and auditing.  The report of KPMG Peat Marwick LLP refers to 
changes in the methods of accounting for investments and accounting for 
post-retirement benefits other than pensions

<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

       1.     Annual Report on Form 10-K for the year ended December 31, 1995.

       2.     Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.

       3.     Current Reports on Form 8-K dated January 17, 1996, January 19,
1996, February 8, 1996, February 21, 1996, March 15, 1996 (as amended by a Form
8-K/A dated April 5, 1996), March 25, 1996, March 26, 1996, March 27, 1996,
April 1, 1996, April 15, 1996, April 17, 1996, May 1, 1996, May 15, 1996 (as
amended by a Form 8-K/A dated August 5, 1996), July 17, 1996, August 15, 1996,
August 23, 1996, September 27, 1996 and October 16, 1996.

       4.     The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to the
Registrant) on Form 8-B dated May 29, 1970, and any amendment or report filed
for the purpose of updating such description.

       5.     The description of the Preferred Share Purchase Rights contained
in the Registrant's Registration Statement on Form 8-A dated November 29, 1990
(as amended by an Amendment to Application or Report on Form 8-A dated September
6, 1991 and a Form 8-A/A dated March 17, 1995).

       Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

       All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents.  Any statement contained in this Registration Statement or 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.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

<PAGE>

Item 5. Interests of Named Experts and Counsel.

       The validity of the Common Stock, including the associated preferred
share purchase rights, offered hereby has been passed upon for the Registrant by
Edward & Angell,  One Hospital Trust Plaza, Providence, Rhode Island 02903.  V.
Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National
Bank, a wholly-owned subsidiary of the Registrant, and beneficially owns 4,052
shares of Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

       The Registrant's By-Laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-Laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interest, (b) in all other cases that his
conduct was at least not opposed to its best interest, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.  The Registrant's By-Laws provide that such rights to indemnification
are contract rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding; provided,
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provide an undertaking by or on
behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification.  With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to such provisions, the Registrant is aware
that the Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.



Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        5     --   Opinion of Counsel Re:  Legality
       23(a)  --   Consent of KPMG Peat Marwick LLP (as to the Registrant)
       23(b)  --   Consent of KPMG Peat Marwick LLP (as to National Westminster
                   Bancorp, Inc.)
       23(c)  --   Consent of Edwards & Angell (included in Exhibit 5)
       24     --   Powers of Attorney (included on signature pages to this
                   Registration Statement)

<PAGE>

Item 9. Undertakings.

       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
              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;

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

       (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.

       The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Act 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.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

<PAGE>

                              SIGNATURES AND AMENDMENTS

       Each person whose signature appears below hereby constitutes and
appoints the Chairman, the President, any Vice Chairman, the Executive Vice
President and Chief Financial Officer or the Secretary of the Registrant, or any
one of them, acting alone, as his true and lawful attorney-in-fact, with full
power and authority to execute in the name, place and stead of each such person
in any and all capacities and to file, an amendment or amendments to the
Registration Statement (and all exhibits thereto) and any documents relating
thereto, which amendment may make such changes in the Registration Statement as
said officer or officers so acting deem(s) advisable.

       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, State of Massachusetts on  November 6, 1996.

                                       FLEET FINANCIAL GROUP, INC.


                                       By    /s/Terrence Murray
                                         ----------------------------
                                                Terrence Murray
                                                President and Chief Executive
                                                Officer

       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 November 6, 1996.

     /s/Joel B. Alvord                           Chairman and Director
------------------------------
        Joel B. Alvord


     /s/Terrence Murray                          Director, President and
------------------------------                   Chief Executive Officer
        Terrence Murray


     /s/Eugene M. McQuade                        Executive Vice President and
------------------------------                   Chief Financial Officer
        Eugene M. McQuade


     /s/Robert C. Lamb, Jr.                      Controller and Chief
------------------------------                   Accounting Officer
        Robert C. Lamb, Jr.


     /s/William Barnet, III                      Director
------------------------------
        William Barnet, III


<PAGE>

     /s/Bradford R. Boss                         Director
------------------------------
        Bradford R. Boss


                                                 Director
------------------------------
        Stillman B. Brown


     /s/Paul J. Choquette                        Director
------------------------------
        Paul J. Choquette


     /s/John T. Collins                          Director
------------------------------
        John T. Collins


                                                 Director
------------------------------
        Bernard M. Fox


     /s/James F. Hardymon                        Director
------------------------------
        James F. Hardymon


     /s/Robert M. Kavner                         Director
------------------------------
        Robert M. Kavner


     /s/Raymond C. Kennedy                       Director
------------------------------
        Raymond C. Kennedy


     /s/Robert J. Matura                         Director
------------------------------
        Robert J. Matura


     /s/Arthur C. Milot                          Director
------------------------------
        Arthur C. Milot


     /s/Thomas D. O'Connor                       Director
------------------------------
        Thomas D. O'Connor


                                                 Director
------------------------------
        Michael B. Picotte

<PAGE>


     /s/Lois D. Rice                             Director
------------------------------
       Lois D. Rice


     /s/John R. Riedman                          Director
------------------------------
       John R. Riedman


     /s/John S. Scott                            Director
------------------------------
       John  S. Scott


     /s/Samuel O. Thier                          Director
------------------------------
       Samuel O. Thier


                                                 Director
------------------------------
       Paul R. Tregurtha
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 29252}]
{"company-data": {"conformed-name": "FLEET FINANCIAL GROUP INC", "cik": "0000050341", "assigned-sic": "6021", "irs-number": "050341324", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16037", "film-number": "96661680"}, "business-address": {"street1": "ONE FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02211", "phone": "6172922000"}, "mail-address": {"street1": "ONE FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02211"}, "former-company": [{"former-conformed-name": "FLEET FINANCIAL GROUP INC", "date-changed": "19880110"}, {"former-conformed-name": "INDUSTRIAL NATIONAL CORP", "date-changed": "19820512"}]}
Reg. No.

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             Fleet Financial Group, Inc.
                             ---------------------------
                (Exact name of registrant as specified in its charter)

              Rhode Island                             05-0341324
              ------------                             ----------
    (State or other jurisdiction of                   (IRS. Employer
     incorporation or organization)                   Identification No.)

    One Federal Street, Boston, MA                    02110
    ----------------------------------------          -----
    (Address of Principal Executive Offices)          (Zip Code)

                             Fleet Financial Group, Inc.
                             ---------------------------
           Amended and Restated 1992 Stock Option and Restricted Stock Plan
           ----------------------------------------------------------------
                               (Full title of the plan)

                                William C. Mutterperl
                      Senior Vice President and General Counsel
                   Fleet Financial Group, Inc., One Federal Street
                                   Boston, MA 02110
                       ---------------------------------------
                       (Name and address of agent for service)

                                    (617) 292-2000
                                    --------------
            (Telephone number, including area code, of agent for service)

                                   with a copy to:

                          Joanne H. Marcoux, Senior Counsel
                    Fleet Financial Group, Inc., 50 Kennedy Plaza
                                 Providence, RI 02903
Calculation of Registration Fee

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                             Proposed       Proposed
Title of                     Maximum        Maximum
Securities                   Offering       Aggregate           Amount of
to be         Amount to be   Price Per      Offering            Registration
Registered     Registered    Share*         Price*              Fee

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Common Stock  13,000,000     $51.57         $670,410,000.00     $203,155.00
$.01 par        shares
value(1)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

(1)    Including preferred share purchase rights.

*      Pursuant to Rule 457(c) and (h)(1), the registration fee is based on the
       average of the high and low prices of the Registrant's Common Stock
       reported on the New York Stock Exchange on November 8, 1996.

       PURSUANT TO RULE 429, THE PROSPECTUS FOR USE IN CONNECTION WITH THE
       SECURITIES COVERED BY THIS REGISTRATION STATEMENT RELATES ALSO TO
       REGISTRATION STATEMENTS ON FORM S-8, NOS. 33-56061 AND 33-48818.
PROSPECTUS

                                   1,801,751 Shares

                             FLEET FINANCIAL GROUP, INC.
                                     Common Stock
                                    $.01 Par Value

                                     THE OFFERING

       This Prospectus relates to 1,801,751 shares of Common Stock, $.01 par
value, of Fleet Financial Group, Inc. (the "Company") purchased or which may be
purchased by executive officers of the Company (the "Selling Stockholders")
pursuant to stock options granted and restricted stock awarded pursuant to
employee benefit plans of the Company and its predecessors.  Specific
information as to the Selling Stockholders may be found on pages 3 and 4 of this
Prospectus.  The Company has been informed that said 1,801,751 shares of Common
Stock may be offered from time to time publicly by the Selling Stockholders
through one or more transactions on a national securities exchange, in the
over-the-counter market or through one or more brokers.  The shares will be
offered at prices prevailing at the time of sale.  The market price for the
Common Stock on the New York Exchange on November 8, 1996 was $51.57 per share.

       The Selling Stockholders and anyone effecting sales on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended ("Securities Act"), and commissions or
discounts given may be regarded as underwriting commissions or discounts under
the Securities Act.

       The Company will not receive any of the proceeds from sales by the
Selling Stockholders.

                                  ------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

                                  ------------------

                   The date of this Prospectus is November 13, 1996
AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the Commission").  Proxy statements, reports and other
information concerning the Company can be inspected and copied at the
Commission's office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, DC 20549 and the Commission's Regional Offices in New York (Suite
1300, Seven World Trade Center, New York, NY 10048) and Chicago (Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661), and copies of
such material can be obtained from the Public References Section of the
Commission at 450 Fifth Street, N.W., Washington, DC 20549, at prescribed rates.
Reports, proxy material and other information concerning the Company also may be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, NY 10005.  This Prospectus does not contain all information set forth in
the Registration Statement and exhibits thereto which the Company has filed with
the Commission under the Securities Act, which may be obtained from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, DC 20549, upon payment of the prescribed fees, and to which
reference is hereby made.

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:

       1.     Annual Report on Form 10-K for the year ended December 31, 1995.

       2.     Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.

       3.     Current Reports on Form 8-K dated January 17, 1996, January 19,
1996, February 8, 1996, February 21, 1996, March 15, 1996 (as amended by a Form
8-K/A dated April 5, 1996), March 25, 1996, March 26, 1996, March 27, 1996,
April 1, 1996, April 15, 1996, April 17, 1996, May 1, 1996, May 15, 1996 (as
amended by a Form 8-K/A dated August 5, 1996), July 17, 1996, August 15, 1996,
August 23, 1996, September 27, 1996 and October 16, 1996.

       4.     The description of the Common Stock contained in a Registration
Statement filed by Industrial National Company (predecessor to the Company) on
Form 8-B dated May 29, 1970, and any amendment or report filed for the purpose
of updating such description.

       5.     The description of the Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A dated November 29, 1990 (as
amended by an Amendment to Application or Report on Form 8-A dated September 6,
1991 and a Form 8-A/A dated March 17, 1995).

       Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

       All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of this offering of the Common
Stock offered hereby are incorporated herein by reference and such documents
shall be deemed to be a part hereof from the date of filing of such documents.
Any statement contained in this Prospectus or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus 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.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.

       ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT
CHARGE, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS
INCORPORATED BY REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS).
REQUESTS SHOULD BE DIRECTED TO THE CORPORATE COMMUNICATIONS DEPARTMENT, FLEET
FINANCIAL GROUP, INC., ONE FEDERAL STREET, BOSTON, MA 02110; (617) 292-2000.

                        FLEET FINANCIAL GROUP, INC.

       The Company, a Rhode Island corporation, has its principal executive
offices at One Federal Street, Boston, Massachusetts 02110, telephone number
(617) 292-2000. The Company's Common Stock is listed on the New York Stock
Exchange under the symbol "FLT."

                           SELLING STOCKHOLDERS

       Set forth below is information as to the Selling Stockholders, the
number of shares of Common Stock of the Company beneficially owned, the number
of shares which may be offered as set forth on the cover of this Prospectus
(assuming certain options are exercised and certain restricted stock awards
vest) and the number of shares to be beneficially owned after completion of 
the offering assuming all shares are sold.
Number of
                                                  Number of       Shares To Be
Name and                     Number of Shares     Shares Which    Beneficially
Position with                Beneficially         May Be          Owned After
The Company                  Owned (1)            Offered (2)     Offering (3)
-------------                ----------------     -----------     ------------
Joel B. Alvord                    128,765             72,000         101,765
Chairman

Terrence Murray                   515,048            549,170          68,878
President and Chief
Executive Officer

Robert H. Higgins                 213,890            215,254          31,514
Vice Chairman

Gunnar S. Overstrom, Jr.          204,747             32,000         192,747
Vice Chairman

H. Jay Sarles                     278,834            236,637          67,197
Vice Chairman
Number of
                                                  Number of       Shares To Be
Name and                     Number of Shares     Shares Which    Beneficially
Position with                Beneficially         May Be          Owned After
The Company                  Owned (1)            Offered (2)     Offering (3)
-------------                ----------------     -----------     ------------
Michael R. Zucchini               181,527            209,661           6,957
Vice Chairman

David L. Eyles                     75,293             28,333          60,293
Executive Vice
President and Chief
Credit Policy Officer

Eugene M. McQuade                  91,886            123,666           6,286
Executive Vice President
and Chief Financial Officer

William C. Mutterperl              87,842            105,775           - 0 -
Senior Vice President,
Secretary and General
Counsel

Anne M. Slattery                   25,300             37,333             300
Senior Vice President

M. Anne Szostak                    70,646             80,890           2,513
Senior Vice President

Anne M. Finucane                    5,000             18,333           - 0 -
Senior Vice President

Robert B. Hedges                   37,937             14,933          30,337
Senior Vice President

Brian T. Moynihan                  38,555             36,333          15,555
Managing Director,
Strategic Planning and
Corporate Development

Douglas L. Jacobs                  18,600             28,433           - 0 -
Treasurer

Robert C. Lamb, Jr.
Controller and Chief
Accounting Officer                 13,143             13,000           4,143
---------------
(1)    Includes shares that may be acquired within 60 days of the date of this
       Prospectus pursuant to employee stock options.

(2)    Includes shares owned that were purchased pursuant to employee stock
       options granted and restricted stock awarded by the Company and shares
       that may be purchased or for which restrictions may lapse pursuant to
       such plans on or before October 31, 1997.

(3)    None of the Selling Stockholders shall own 1% or more of the Company's
       outstanding shares of Common Stock after completion of the offering.

                                 LEGAL MATTERS

       The validity of the shares of Common Stock, including the associated 
preferred share purchase rights, offered hereby has been passed upon for the 
Company by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode 
Island 02903.  V. Duncan Johnson, a partner of Edwards & Angell, is a 
director of Fleet National Bank, a subsidiary of the Company, and 
beneficially owns 4,052 shares of Common Stock of the Company.

                                     EXPERTS

       The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, incorporated by reference herein (and elsewhere in the Registration
Statement) have been incorporated by reference herein (and elsewhere in the
Registration Statement) in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.  The report of KPMG Peat Marwick LLP refers
to changes in the methods of accounting for mortgage servicing rights,
investments in debt and equity securities and income taxes.

       The consolidated financial statements of National Westminster Bancorp, 
Inc. as of December 31, 1995 and 1994 and for each of the years in the 
three-year period ended December 31, 1995 appearing in the Company's Current 
Report on Form 8-K dated March 25, 1996, have been incorporated by reference 
herein in reliance on the report of KPMG Peat Marwick LLP, independent 
certified public accountants, and upon the authority of said firm as experts 
in accounting and auditing.  The report of KPMG Peat Marwick LLP refers to 
changes in the methods of accounting for investments and accounting for 
post-retirement benefits other than pensions
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

       The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

       1.     Annual Report on Form 10-K for the year ended December 31, 1995.

       2.     Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.

       3.     Current Reports on Form 8-K dated January 17, 1996, January 19,
1996, February 8, 1996, February 21, 1996, March 15, 1996 (as amended by a Form
8-K/A dated April 5, 1996), March 25, 1996, March 26, 1996, March 27, 1996,
April 1, 1996, April 15, 1996, April 17, 1996, May 1, 1996, May 15, 1996 (as
amended by a Form 8-K/A dated August 5, 1996), July 17, 1996, August 15, 1996,
August 23, 1996, September 27, 1996 and October 16, 1996.

       4.     The description of the Common Stock contained in a Registration
Statement filed by Industrial National Corporation (predecessor to the
Registrant) on Form 8-B dated May 29, 1970, and any amendment or report filed
for the purpose of updating such description.

       5.     The description of the Preferred Share Purchase Rights contained
in the Registrant's Registration Statement on Form 8-A dated November 29, 1990
(as amended by an Amendment to Application or Report on Form 8-A dated September
6, 1991 and a Form 8-A/A dated March 17, 1995).

       Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.

       All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents.  Any statement contained in this Registration Statement or 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.  Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.
Item 5. Interests of Named Experts and Counsel.

       The validity of the Common Stock, including the associated preferred
share purchase rights, offered hereby has been passed upon for the Registrant by
Edward & Angell,  One Hospital Trust Plaza, Providence, Rhode Island 02903.  V.
Duncan Johnson, a partner of Edwards & Angell, is a director of Fleet National
Bank, a wholly-owned subsidiary of the Registrant, and beneficially owns 4,052
shares of Common Stock of the Registrant.

Item 6. Indemnification of Directors and Officers.

       The Registrant's By-Laws provide for indemnification to the extent
permitted by Section 7-1.1-4.1 of the Rhode Island Business Corporation Law.
Such section, as adopted by the By-Laws, requires the Registrant to indemnify
directors, officers, employees or agents against judgments, fines, reasonable
costs, expenses and counsel fees paid or incurred in connection with any
proceeding to which such director, officer, employee or agent or his legal
representative may be a party (or for testifying when not a party) by reason of
his being a director, officer, employee or agent, provided that such director,
officer, employee or agent shall have acted in good faith and shall have
reasonably believed (a) if he was acting in his official capacity that his
conduct was in the Registrant's best interest, (b) in all other cases that his
conduct was at least not opposed to its best interest, and (c) in the case of
any criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful.  The Registrant's By-Laws provide that such rights to indemnification
are contract rights and that the expenses incurred by an indemnified person
shall be paid in advance of a final disposition of any proceeding; provided,
however, that if required under applicable law, such person must deliver a
written affirmation that he has met the standards of care required under such
provisions to be entitled to indemnification and provide an undertaking by or on
behalf of such person to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification.  With respect to
possible indemnification of directors, officers and controlling persons of the
Registrant for liabilities arising under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to such provisions, the Registrant is aware
that the Commission has publicly taken the position that such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        5     --   Opinion of Counsel Re:  Legality
       23(a)  --   Consent of KPMG Peat Marwick LLP (as to the Registrant)
       23(b)  --   Consent of KPMG Peat Marwick LLP (as to National Westminster
                   Bancorp, Inc.)
       23(c)  --   Consent of Edwards & Angell (included in Exhibit 5)
       24     --   Powers of Attorney (included on signature pages to this
                   Registration Statement)
Item 9. Undertakings.

       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
              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;

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

       (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.

       The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Act 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.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES AND AMENDMENTS

       Each person whose signature appears below hereby constitutes and
appoints the Chairman, the President, any Vice Chairman, the Executive Vice
President and Chief Financial Officer or the Secretary of the Registrant, or any
one of them, acting alone, as his true and lawful attorney-in-fact, with full
power and authority to execute in the name, place and stead of each such person
in any and all capacities and to file, an amendment or amendments to the
Registration Statement (and all exhibits thereto) and any documents relating
thereto, which amendment may make such changes in the Registration Statement as
said officer or officers so acting deem(s) advisable.

       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, State of Massachusetts on  November 6, 1996.

                                       FLEET FINANCIAL GROUP, INC.

                                       By    /s/Terrence Murray
                                         ----------------------------
                                                Terrence Murray
                                                President and Chief Executive
                                                Officer

       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 November 6, 1996.

     /s/Joel B. Alvord                           Chairman and Director
------------------------------
        Joel B. Alvord

     /s/Terrence Murray                          Director, President and
------------------------------                   Chief Executive Officer
        Terrence Murray

     /s/Eugene M. McQuade                        Executive Vice President and
------------------------------                   Chief Financial Officer
        Eugene M. McQuade

     /s/Robert C. Lamb, Jr.                      Controller and Chief
------------------------------                   Accounting Officer
        Robert C. Lamb, Jr.

     /s/William Barnet, III                      Director
------------------------------
        William Barnet, III
/s/Bradford R. Boss                         Director
------------------------------
        Bradford R. Boss

                                                 Director
------------------------------
        Stillman B. Brown

     /s/Paul J. Choquette                        Director
------------------------------
        Paul J. Choquette

     /s/John T. Collins                          Director
------------------------------
        John T. Collins

                                                 Director
------------------------------
        Bernard M. Fox

     /s/James F. Hardymon                        Director
------------------------------
        James F. Hardymon

     /s/Robert M. Kavner                         Director
------------------------------
        Robert M. Kavner

     /s/Raymond C. Kennedy                       Director
------------------------------
        Raymond C. Kennedy

     /s/Robert J. Matura                         Director
------------------------------
        Robert J. Matura

     /s/Arthur C. Milot                          Director
------------------------------
        Arthur C. Milot

     /s/Thomas D. O'Connor                       Director
------------------------------
        Thomas D. O'Connor

                                                 Director
------------------------------
        Michael B. Picotte
/s/Lois D. Rice                             Director
------------------------------
       Lois D. Rice

     /s/John R. Riedman                          Director
------------------------------
       John R. Riedman

     /s/John S. Scott                            Director
------------------------------
       John  S. Scott

     /s/Samuel O. Thier                          Director
------------------------------
       Samuel O. Thier

                                                 Director
------------------------------
       Paul R. Tregurtha