<PAGE>
 
                                                      Registration No. 333-_____

   As filed with the Securities and Exchange Commission on November 27, 1996
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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


                        STATE STREET BOSTON 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, MA 02110
          (Address of Principal Executive Offices, including Zip Code)

            PRINCETON FINANCIAL SYSTEMS, INC. 1992 STOCK OPTION PLAN
            PRINCETON FINANCIAL SYSTEMS, INC. 1995 STOCK OPTION PLAN
            PRINCETON FINANCIAL SYSTEMS, INC. 1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

                              JOHN R. TOWERS, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              225 FRANKLIN STREET
                                BOSTON, MA 02110
                                 (617) 786-3000
           (Name, Address and Telephone Number of Agent for Service)
                                    COPY TO:
                             CHAMPE A. FISHER, ESQ.
                                  ROPES & GRAY
                            ONE INTERNATIONAL PLACE
                             BOSTON, MA 02110-2624
                                 (617) 951-7000

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of           Amount         Proposed      Proposed       Amount of
securities         to be          maximum       maximum        registration
to be              registered     offering      aggregate      fee(2)
registered                        price per     offering
                                  share(2)      price(2)
<S>                <C>            <C>           <C>            <C>
Common Stock,      115,815        $22.45        $1,479,052     $448.20
par value $1.00
per share(1)
</TABLE>
--------------------------------------------------------------------------------

   (1)  Includes preferred stock purchase rights.  Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced separately
from the Common Stock.
   (2)  The offering price for shares subject to the options on the date hereof
is the actual price of such options.

================================================================================
                                   Page 1 of
                             Exhibit Index at Page
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE:  The document(s) containing the information required by Item 1 of this
       Form S-8 and the statement of availability of Registrant information, and
       other information required by Item 2 of this Form will be sent or given
       to employees as specified by Rule 428 under the Securities Act of 1933,
       as amended (the "Securities Act"). In accordance with Rule 428 and the
       requirements of Part I of Form S-8, such documents are not being filed
       with the Securities and Exchange Commission (the "Commission") either as
       part of this Registration Statement or as prospectuses or prospectus
       supplements pursuant to Rule 424. State Street Boston Corporation (the
       "Registrant") shall maintain a file of such documents in accordance with
       the provisions of Rule 428. Upon request, the Registrant shall furnish
       to the Commission or its staff a copy of any or all of the documents
       included in such file.

                                       1
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

         The Registrant hereby incorporates the following documents herein by
reference:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on March 27, 1996.

     (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1996, as filed with the Commission May 14, 1996, for the quarter ended
June 30, 1996, as filed with the Commission August 13, 1996, and for the quarter
ended September 30, 1996, as filed with the Commission November 14, 1996.

     (c) The description of State Street's Common Stock included in State
Street's effective registration statement on Form 8-A, as filed with the
Commission on January 18, 1995.

     (d) All other reports filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a) or 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 subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15 of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated herein by reference from the date of filing
of such documents.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

  The consolidated financial statements of State Street at December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995,
incorporated by reference in State Street's Annual Report on Form 10-K for the
year ended December 31, 1995, 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, 1996, June 30, 1996, and September 30,
1996, incorporated by reference in this Prospectus, Ernst & Young LLP have
reported that they have applied limited procedures in accordance with
professional standards for review of such information. However, their separate
reports, included in State Street's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, 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 (the "Act") 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.

                                       2
<PAGE>
 
  The validity of the Common Stock has been passed upon by Ropes & Gray, Boston,
Massachusetts.  Truman S. Casner, a director of State Street, is a partner of
Ropes & Gray.  Mr. Casner beneficially owns 6,194 shares of Common Stock.  In
addition, a total of 600 shares of Common Stock of State Street were
beneficially owned by Ropes & Gray attorneys participating in the preparation of
this Registration Statement.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

  Section 67 of Chapter 156B of the General Laws of Massachusetts provides that
to the extent specified in or authorized by the articles of organization, a by-
law adopted by shareholders or a vote adopted by the holders of the majority of
shares of stock entitled to vote on the election of directors, a corporation can
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) except as to any matter as to which such
person shall have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that the action was in the best interest of the
corporation.

  The Articles of Organization of State Street (Article 6) 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
  interests 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.

                                       3
<PAGE>
 
     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 director, officer, 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

                                       4
<PAGE>
 
  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, State Street maintains a directors' and officers' liability
insurance policy.

ITEM 8.  EXHIBITS.
         -------- 

EXHIBIT NO.          DESCRIPTION
-----------          -----------

4.1                  Restated Articles of Organization as amended (filed with
                     the Securities and Exchange Commission as Exhibit 3.1 to
                     Registrant's Annual Report on Form 10-K for the fiscal 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 Registrant's Annual Report on
                     Form 10-K for the fiscal year ended December 31, 1995, 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)

5.1                  Opinion of Ropes & Gray

15.1                 Letter of Ernst & Young LLP re: Unaudited Interim Financial
                     Information

23.1.                Consent of Ropes & Gray (contained in its opinion filed as
                     Exhibit 5 hereto)

23.2.                Consent of Ernst & Young LLP

24.                  Power of Attorney (contained in Part II hereof under
                     "Signatures and Power of Attorney")

99.1                 Princeton Financial Systems 1992 Stock Option Plan

99.2                 Princeton Financial Systems 1995 Stock Option Plan

99.3                 Princeton Financial Systems 1996 Stock Option Plan

99.4                 Form of Stock Option Agreement

99.5                 Form of Non-Qualified Stock Option Agreement

99.6                 Form of Stock Option Assumption Agreement for the Princeton
                     Financial Systems, Inc. 1992 Stock Option Plan

                                       5
<PAGE>
 
99.7                 Form of Stock Option Assumption Agreement for the Princeton
                     Financial Systems, Inc. 1995 Stock Option Plan

99.8                 Form of Stock Option Assumption Agreement for the Princeton
                     Financial Systems, Inc. 1996 Stock Option Plan
 
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,
and

     (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 (a)(1)(i) and (a)(1)(ii) shall 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 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 pursuant to the foregoing provisions, or otherwise, 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.

                                       6
<PAGE>
 
                        SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, State Street
Boston Corporation 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 the
27th day of November, 1996.


                                        STATE STREET BOSTON 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 below by the following persons in the capacities
indicated, on November 27, 1996.

  We, the undersigned directors of State Street Boston 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 power
to them, and each of them singly, to sign for us and in our names in the
capacities as directors, any and all amendments or supplements to the
Registration Statement on Form S-8 of State Street Boston Corporation, and
generally to do all such things in our name and on our behalf in our capacities
as directors to enable State Street Boston 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 said amendments.
<TABLE>
<CAPTION>
 
 
      Signature                              Title
      ---------                              -----
<S>                                     <C>
/s/ Marshall N. Carter
----------------------                  Chairman and Chief Executive Officer
MARSHALL N. CARTER                      and Director (Principal Executive
                                        Officer)
/s/ Ronald L. O'Kelley 
----------------------                  Executive Vice President and Chief
RONALD L. O'KELLEY                      Financial Officer (Principal
                                        Financial Officer)
/s/ Rex S. Schuette 
----------------------                  Senior Vice President and Comptroller
REX S. SCHUETTE                         (Principal Accounting Officer)

/s/ Tenley E. Albright 
----------------------                  Director
TENLEY E. ALBRIGHT
</TABLE> 

                                       7
<PAGE>
 
<TABLE> 
<S>                                     <C> 
/s/ Joseph A. Baute
------------------------                  Director
JOSEPH A. BAUTE

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

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

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

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

------------------------                  Director
ARTHUR L. GOLDSTEIN

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

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

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

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

/s/ Dennis J. Picard
------------------------                  Director
DENNIS J. PICARD
                                        
------------------------                  Director
ALFRED POE
</TABLE> 

                                       8
<PAGE>
 
<TABLE> 
<S>                                    <C> 

------------------------                  Director
BERNARD W. REZNICEK

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


------------------------                  Director
ROBERT E. WEISSMAN
</TABLE> 

                                       9
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit List

EXHIBIT NO.     DESCRIPTION
-----------     -----------

4.1             Restated Articles of Organization as amended (filed with the
                Securities and Exchange Commission as Exhibit 3.1 to
                Registrant's Annual Report on Form 10-K for the fiscal 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 Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1995, 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).

5.1             Opinion of Ropes & Gray.

15.1            Letter of Ernst & Young LLP re: Unaudited Interim Financial 
                Information.

23.1.           Consent of Ropes & Gray (contained in its opinion filed as
                Exhibit 5 hereto).

23.2.           Consent of Ernst & Young LLP.

24.             Power of Attorney (contained in Part II hereof under "Signatures
                and Power of Attorney").

99.1            Princeton Financial Systems 1992 Stock Option Plan

99.2            Princeton Financial Systems 1995 Stock Option Plan

99.3            Princeton Financial Systems 1996 Stock Option Plan

99.4            Form of Stock Option Agreement

99.5            Form of Non-Qualified Stock Option Agreement

99.6            Form of Stock Option Assumption Agreement for the Princeton
                Financial Systems, Inc. 1992 Stock Option Plan

99.7            Form of Stock Option Assumption Agreement for the Princeton
                Financial Systems, Inc. 1995 Stock Option Plan

99.8            Form of Stock Option Assumption Agreement for the Princeton
                Financial Systems, Inc. 1996 Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29397}]
{"company-data": {"conformed-name": "STATE STREET BOSTON CORP", "cik": "0000093751", "assigned-sic": "6022", "irs-number": "042456637", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16979", "film-number": "96673709"}, "business-address": {"street1": "225 FRANKLIN ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6177863000"}, "mail-address": {"street1": "225 FRANKLIN STREET", "city": "BOSTON", "state": "MA", "zip": "02110"}, "former-company": {"former-conformed-name": "STATE STREET BOSTON FINANCIAL CORP", "date-changed": "19780525"}}
Registration No. 333-_____

   As filed with the Securities and Exchange Commission on November 27, 1996
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                        STATE STREET BOSTON 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, MA 02110
          (Address of Principal Executive Offices, including Zip Code)

            PRINCETON FINANCIAL SYSTEMS, INC. 1992 STOCK OPTION PLAN
            PRINCETON FINANCIAL SYSTEMS, INC. 1995 STOCK OPTION PLAN
            PRINCETON FINANCIAL SYSTEMS, INC. 1996 STOCK OPTION PLAN
                            (Full Title of the Plan)

                              JOHN R. TOWERS, ESQ.
                   SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                              225 FRANKLIN STREET
                                BOSTON, MA 02110
                                 (617) 786-3000
           (Name, Address and Telephone Number of Agent for Service)
                                    COPY TO:
                             CHAMPE A. FISHER, ESQ.
                                  ROPES & GRAY
                            ONE INTERNATIONAL PLACE
                             BOSTON, MA 02110-2624
                                 (617) 951-7000

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of           Amount         Proposed      Proposed       Amount of
securities         to be          maximum       maximum        registration
to be              registered     offering      aggregate      fee(2)
registered                        price per     offering
                                  share(2)      price(2)
Common Stock,      115,815        $22.45        $1,479,052     $448.20
par value $1.00
per share(1)
--------------------------------------------------------------------------------

   (1)  Includes preferred stock purchase rights.  Prior to the occurrence of
certain events, these rights will not be exercisable or evidenced separately
from the Common Stock.
   (2)  The offering price for shares subject to the options on the date hereof
is the actual price of such options.

================================================================================
                                   Page 1 of
                             Exhibit Index at Page
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

NOTE:  The document(s) containing the information required by Item 1 of this
       Form S-8 and the statement of availability of Registrant information, and
       other information required by Item 2 of this Form will be sent or given
       to employees as specified by Rule 428 under the Securities Act of 1933,
       as amended (the "Securities Act"). In accordance with Rule 428 and the
       requirements of Part I of Form S-8, such documents are not being filed
       with the Securities and Exchange Commission (the "Commission") either as
       part of this Registration Statement or as prospectuses or prospectus
       supplements pursuant to Rule 424. State Street Boston Corporation (the
       "Registrant") shall maintain a file of such documents in accordance with
       the provisions of Rule 428. Upon request, the Registrant shall furnish
       to the Commission or its staff a copy of any or all of the documents
       included in such file.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

         The Registrant hereby incorporates the following documents herein by
reference:

     (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Commission on March 27, 1996.

     (b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1996, as filed with the Commission May 14, 1996, for the quarter ended
June 30, 1996, as filed with the Commission August 13, 1996, and for the quarter
ended September 30, 1996, as filed with the Commission November 14, 1996.

     (c) The description of State Street's Common Stock included in State
Street's effective registration statement on Form 8-A, as filed with the
Commission on January 18, 1995.

     (d) All other reports filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a) or 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 subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15 of the Exchange Act prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated herein by reference from the date of filing
of such documents.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

  The consolidated financial statements of State Street at December 31, 1995 and
1994, and for each of the three years in the period ended December 31, 1995,
incorporated by reference in State Street's Annual Report on Form 10-K for the
year ended December 31, 1995, 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, 1996, June 30, 1996, and September 30,
1996, incorporated by reference in this Prospectus, Ernst & Young LLP have
reported that they have applied limited procedures in accordance with
professional standards for review of such information. However, their separate
reports, included in State Street's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, 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 (the "Act") 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.

                                       2
The validity of the Common Stock has been passed upon by Ropes & Gray, Boston,
Massachusetts.  Truman S. Casner, a director of State Street, is a partner of
Ropes & Gray.  Mr. Casner beneficially owns 6,194 shares of Common Stock.  In
addition, a total of 600 shares of Common Stock of State Street were
beneficially owned by Ropes & Gray attorneys participating in the preparation of
this Registration Statement.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

  Section 67 of Chapter 156B of the General Laws of Massachusetts provides that
to the extent specified in or authorized by the articles of organization, a by-
law adopted by shareholders or a vote adopted by the holders of the majority of
shares of stock entitled to vote on the election of directors, a corporation can
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) except as to any matter as to which such
person shall have been adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that the action was in the best interest of the
corporation.

  The Articles of Organization of State Street (Article 6) 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
  interests 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.

                                       3
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 director, officer, 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

                                       4
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, State Street maintains a directors' and officers' liability
insurance policy.

ITEM 8.  EXHIBITS.
         -------- 

EXHIBIT NO.          DESCRIPTION
-----------          -----------

4.1                  Restated Articles of Organization as amended (filed with
                     the Securities and Exchange Commission as Exhibit 3.1 to
                     Registrant's Annual Report on Form 10-K for the fiscal 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 Registrant's Annual Report on
                     Form 10-K for the fiscal year ended December 31, 1995, 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)

5.1                  Opinion of Ropes & Gray

15.1                 Letter of Ernst & Young LLP re: Unaudited Interim Financial
                     Information

23.1.                Consent of Ropes & Gray (contained in its opinion filed as
                     Exhibit 5 hereto)

23.2.                Consent of Ernst & Young LLP

24.                  Power of Attorney (contained in Part II hereof under
                     "Signatures and Power of Attorney")

99.1                 Princeton Financial Systems 1992 Stock Option Plan

99.2                 Princeton Financial Systems 1995 Stock Option Plan

99.3                 Princeton Financial Systems 1996 Stock Option Plan

99.4                 Form of Stock Option Agreement

99.5                 Form of Non-Qualified Stock Option Agreement

99.6                 Form of Stock Option Assumption Agreement for the Princeton
                     Financial Systems, Inc. 1992 Stock Option Plan

                                       5
99.7                 Form of Stock Option Assumption Agreement for the Princeton
                     Financial Systems, Inc. 1995 Stock Option Plan

99.8                 Form of Stock Option Assumption Agreement for the Princeton
                     Financial Systems, Inc. 1996 Stock Option Plan
 
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,
and

     (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 (a)(1)(i) and (a)(1)(ii) shall 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 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 pursuant to the foregoing provisions, or otherwise, 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.

                                       6
SIGNATURES AND POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, State Street
Boston Corporation 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 the
27th day of November, 1996.

                                        STATE STREET BOSTON 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 below by the following persons in the capacities
indicated, on November 27, 1996.

  We, the undersigned directors of State Street Boston 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 power
to them, and each of them singly, to sign for us and in our names in the
capacities as directors, any and all amendments or supplements to the
Registration Statement on Form S-8 of State Street Boston Corporation, and
generally to do all such things in our name and on our behalf in our capacities
as directors to enable State Street Boston 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 said amendments.
Signature                              Title
      ---------                              -----
/s/ Marshall N. Carter
----------------------                  Chairman and Chief Executive Officer
MARSHALL N. CARTER                      and Director (Principal Executive
                                        Officer)
/s/ Ronald L. O'Kelley 
----------------------                  Executive Vice President and Chief
RONALD L. O'KELLEY                      Financial Officer (Principal
                                        Financial Officer)
/s/ Rex S. Schuette 
----------------------                  Senior Vice President and Comptroller
REX S. SCHUETTE                         (Principal Accounting Officer)

/s/ Tenley E. Albright 
----------------------                  Director
TENLEY E. ALBRIGHT
7
/s/ Joseph A. Baute
------------------------                  Director
JOSEPH A. BAUTE

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

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

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

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

------------------------                  Director
ARTHUR L. GOLDSTEIN

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

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

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

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

/s/ Dennis J. Picard
------------------------                  Director
DENNIS J. PICARD
                                        
------------------------                  Director
ALFRED POE
8
------------------------                  Director
BERNARD W. REZNICEK

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

------------------------                  Director
ROBERT E. WEISSMAN
9
EXHIBIT INDEX

Exhibit List

EXHIBIT NO.     DESCRIPTION
-----------     -----------

4.1             Restated Articles of Organization as amended (filed with the
                Securities and Exchange Commission as Exhibit 3.1 to
                Registrant's Annual Report on Form 10-K for the fiscal 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 Registrant's Annual Report on Form
                10-K for the fiscal year ended December 31, 1995, 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).

5.1             Opinion of Ropes & Gray.

15.1            Letter of Ernst & Young LLP re: Unaudited Interim Financial 
                Information.

23.1.           Consent of Ropes & Gray (contained in its opinion filed as
                Exhibit 5 hereto).

23.2.           Consent of Ernst & Young LLP.

24.             Power of Attorney (contained in Part II hereof under "Signatures
                and Power of Attorney").

99.1            Princeton Financial Systems 1992 Stock Option Plan

99.2            Princeton Financial Systems 1995 Stock Option Plan

99.3            Princeton Financial Systems 1996 Stock Option Plan

99.4            Form of Stock Option Agreement

99.5            Form of Non-Qualified Stock Option Agreement

99.6            Form of Stock Option Assumption Agreement for the Princeton
                Financial Systems, Inc. 1992 Stock Option Plan

99.7            Form of Stock Option Assumption Agreement for the Princeton
                Financial Systems, Inc. 1995 Stock Option Plan

99.8            Form of Stock Option Assumption Agreement for the Princeton
                Financial Systems, Inc. 1996 Stock Option Plan