<PAGE>

         As filed with the Securities and Exchange Commission on March 28, 1997
                                            Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549
                             ---------------------------

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BANK OF BOSTON CORPORATION
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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


         MASSACHUSETTS                                04-2471221
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)


100 FEDERAL STREET, BOSTON, MASSACHUSETTS                02110
(Address of Principal Executive Offices)               (Zip Code)


               BANK OF BOSTON CORPORATION DIRECTOR STOCK OPTION PLAN

                   BANK OF BOSTON CORPORATION DIRECTOR RETIREMENT
                            BENEFITS EXCHANGE PROGRAM
                            (FULL TITLES OF THE PLANS)


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



  GARY A. SPIESS, ESQ.                          JANICE B. LIVA, ESQ.
GENERAL COUNSEL AND CLERK         ASSISTANT GENERAL COUNSEL AND ASSISTANT CLERK
BANK OF BOSTON CORPORATION                  BANK OF BOSTON CORPORATION
   100 FEDERAL STREET                           100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110                 BOSTON, MASSACHUSETTS 02110
      617-434-2870                                  617-434-8630

   (NAMES, ADDRESSES AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF AGENTS FOR
SERVICE)

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


                                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
                                              PROPOSED             PROPOSED
                             AMOUNT            MAXIMUM              MAXIMUM             AMOUNT OF
  TITLE OF SECURITIES        TO BE         OFFERING PRICE PER      AGGREGATE         REGISTRATION FEE
   TO BE REGISTERED        REGISTERED           UNIT (1)        OFFERING PRICE (1)         (1)
-----------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                  <C>                  <C>
Common Stock, par value   120,000 shares        $71.875           $8,625,000.00         $2,613.64
$1.50 per share (2)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of computing the registration fee
    pursuant to Rule 457(c) based on the average of the high and low prices
    of the Common Stock on March 26, 1997, as reported on the consolidated
    reporting system.

(2) Includes Preferred Stock Purchase Rights.Prior to the occurrence of
    certain events, the Rights will not be exercisable or evidenced separately
    from the Common Stock.

<PAGE>


                                       PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    Bank of Boston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

    a.   The Corporation's latest annual report filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act");

    b.   All other reports filed by the Corporation pursuant to Section 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year covered
         by the annual report referred to in (a) above;

    c.   The description of the Corporation's common stock (the "Common
         Stock") contained in the Corporation's registration statement filed
         under Section 12 of the Exchange Act, including any amendment or
         report filed for the purpose of updating such description; and

    d.   The description of the Corporation's Preferred Stock Purchase Rights
         contained in the Corporation's registration statement on Form 8-A
         dated July 2, 1990, including any amendment or report filed for the
         purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares of Common Stock offered herein has been passed
upon for the Corporation by Gary A. Spiess, General Counsel of the
Corporation, 100 Federal Street, Boston, Massachusetts 02110.  Mr. Spiess is
also an officer of certain other subsidiaries of the Corporation.  As of
March 1, 1997, Mr. Spiess had a direct or indirect interest in 28,077 shares
of Common Stock and had options to purchase an additional 68,083 shares, of
which options to purchase 51,287 shares will be exercisable within 60 days
after March 1, 1997.

                                     - 2 -

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of
the corporation to whatever extent specified in or authorized by (a) the
articles of organization, (b) a by-law adopted by the stockholders or (c) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors.

    The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a
wholly-owned subsidiary of the Corporation for liability resulting from
judgments, fines, expenses or settlement amounts incurred in connection with
any action, including an action by or in the right of the Corporation,
brought against such person in such capacity.  Under Massachusetts law and
the By-Laws, no indemnification may be provided for any person with respect
to any matter as to which he or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interest of the Corporation or of such
subsidiary.  The By-Laws also provide that, with respect to any matter
disposed of by a compromise payment by such director or officer pursuant to a
consent decree or otherwise, no indemnification shall be provided unless such
indemnification shall be ordered by a court or such compromise shall be
approved as being in the best interest of the Corporation, after notice that
it involves such indemnification: (a) by a disinterested majority of the
directors then in office, (b) by a majority of the disinterested directors
then in office, provided that there has been obtained an opinion in writing
of independent counsel to the effect that such person appears to have acted
in good faith in the reasonable belief that his or her action was in the best
interests of the Corporation or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, exclusive of
any stock owned by any interested director or officer.  Under Massachusetts
law, a court may uphold indemnification in connection with a suit in which
there is a recovery by or in the right of the corporation.

    The By-Laws also provide for indemnification for all other directors and
officers of the Corporation's wholly-owned subsidiaries to the extent
authorized by the Board of Directors in each individual case, based on the
same statutory standard set forth in the preceding paragraph.  Where such a
person is wholly successful in defending the claim, he or she shall be
entitled to indemnification.  Directors and officers of other subsidiaries
and employees and agents of the Corporation and any subsidiaries may be
indemnified as determined by the Board from time to time.

    In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                    - 3 -

<PAGE>

ITEM 8.  EXHIBITS.

    5      Opinion of Gary A. Spiess, Esq., as to the validity of the shares
           of Common Stock offered herein.

    23(a)  Consent of Gary A. Spiess, Esq. (included in Exhibit 5).

    23(b)  Consent of Coopers & Lybrand L.L.P.

    24     Power of Attorney of certain officers and directors.

ITEM 9.  UNDERTAKINGS.

    The Corporation 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 of 1933, as amended (the "Securities Act"), 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 bonafide 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.

    The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
each filing of the Savings Plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                     - 4 -
<PAGE>

    Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation 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
Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation 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
Corporation 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.















                                    - 5 -

<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
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 28th day of March, 1997.

                                       BANK OF BOSTON CORPORATION



                                       By   /s/ GARY A. SPIESS
                                         ---------------------------
                                              (GARY A. SPIESS)
                                        (GENERAL COUNSEL AND CLERK)


    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                               TITLE                    DATE
---------                               -----                    ----

                                     CHIEF EXECUTIVE
                                     OFFICER AND AND
/s/ CHARLES K. GIFFORD*              DIRECTOR (CHIEF        MARCH 28, 1997
---------------------------------    EXECUTIVE OFFICER)
   (CHARLES K. GIFFORD)

/s/ WILLIAM M. CROZIER, JR.*         CHAIRMAN OF THE
---------------------------------    BOARD OF DIRECTORS
  (WILLIAM M. CROZIER, JR.)          AND DIRECTORS          MARCH 28, 1997

                                     PRESIDENT AND CHIEF
/s/ HENRIQUE DE CAMPOS MEIRELLES*    OPERATING OFFICER      MARCH 28, 1997
---------------------------------    AND DIRECTOR
  (HENRIQUE DE CAMPOS MEIRELLES)

                                     VICE CHAIRMAN,
/s/ WILLIAM J. SHEA*                 CHIEF FINANCIAL        MARCH 28, 1997
---------------------------------    OFFICER AND
   (WILLIAM J. SHEA)                 TREASURER (CHIEF
                                     FINANCIAL OFFICER)


/s/ ROBERT T. JEFFERSON*             COMPTROLLER (CHIEF     MARCH 28, 1997
---------------------------------    ACCOUNTING OFFICER)
   (ROBERT T. JEFFERSON)



                                     - 6 -

<PAGE>

SIGNATURE                               TITLE                   DATE
---------                               -----                   ----

 /s/ WAYNE A. BUDD*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (WAYNE A. BUDD)

/s/ JOHN A. CERVIERI JR.*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (JOHN A. CERVIERI JR.)

/s/ WILLIAM F. CONNELL*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (WILLIAM F. CONNELL)

/s/ GARY L. COUNTRYMAN*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (GARY L. COUNTRYMAN)

/s/ ALICE F. EMERSON*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (ALICE F. EMERSON)

/s/ THOMAS J. MAY*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (THOMAS J. MAY)

/s/ DONALD F. MCHENRY*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (DONALD F. MCHENRY)

/s/ PAUL C. O'BRIEN*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (PAUL C. O'BRIEN)

/s/ THOMAS R. PIPER*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (THOMAS R. PIPER)

/s/ JOHN W. ROWE*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (JOHN W. ROWE)

/s/ RICHARD A. SMITH*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (RICHARD A. SMITH)

/s/ GLENN P. STREHLE*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (GLEN P. STREHLE)

/s/ WILLIAM C. VAN FAASEN*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (WILLIAM C. VAN FAASEN)


---------------------------------    DIRECTOR               MARCH   , 1997
  (THOMAS B. WHEELER)

/s/ ALFRED M. ZEIEN*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (ALFRED M. ZEIEN)

*By: /s/ GARY A. SPIESS
---------------------------------
(GARY A. SPIESS, ATTORNEY-IN-FACT)

                                     - 7 -
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16736}]
{"company-data": {"conformed-name": "BANK OF BOSTON CORP", "cik": "0000036672", "assigned-sic": "6021", "irs-number": "042471221", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24199", "film-number": "97568170"}, "business-address": {"street1": "100 FEDERAL ST", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6174342200"}, "former-company": {"former-conformed-name": "FIRST NATIONAL BOSTON CORP", "date-changed": "19830414"}}
As filed with the Securities and Exchange Commission on March 28, 1997
                                            Registration No. 333-

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549
                             ---------------------------

                                       FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              BANK OF BOSTON CORPORATION
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

         MASSACHUSETTS                                04-2471221
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

100 FEDERAL STREET, BOSTON, MASSACHUSETTS                02110
(Address of Principal Executive Offices)               (Zip Code)

               BANK OF BOSTON CORPORATION DIRECTOR STOCK OPTION PLAN

                   BANK OF BOSTON CORPORATION DIRECTOR RETIREMENT
                            BENEFITS EXCHANGE PROGRAM
                            (FULL TITLES OF THE PLANS)

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

  GARY A. SPIESS, ESQ.                          JANICE B. LIVA, ESQ.
GENERAL COUNSEL AND CLERK         ASSISTANT GENERAL COUNSEL AND ASSISTANT CLERK
BANK OF BOSTON CORPORATION                  BANK OF BOSTON CORPORATION
   100 FEDERAL STREET                           100 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110                 BOSTON, MASSACHUSETTS 02110
      617-434-2870                                  617-434-8630

   (NAMES, ADDRESSES AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF AGENTS FOR
SERVICE)

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

                                CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
                                              PROPOSED             PROPOSED
                             AMOUNT            MAXIMUM              MAXIMUM             AMOUNT OF
  TITLE OF SECURITIES        TO BE         OFFERING PRICE PER      AGGREGATE         REGISTRATION FEE
   TO BE REGISTERED        REGISTERED           UNIT (1)        OFFERING PRICE (1)         (1)
-----------------------------------------------------------------------------------------------------
Common Stock, par value   120,000 shares        $71.875           $8,625,000.00         $2,613.64
$1.50 per share (2)
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of computing the registration fee
    pursuant to Rule 457(c) based on the average of the high and low prices
    of the Common Stock on March 26, 1997, as reported on the consolidated
    reporting system.

(2) Includes Preferred Stock Purchase Rights.Prior to the occurrence of
    certain events, the Rights will not be exercisable or evidenced separately
    from the Common Stock.
PART II
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    Bank of Boston Corporation (the "Corporation") hereby incorporates by
reference into this registration statement the following documents and
information heretofore filed with the Securities and Exchange Commission (the
"Commission"):

    a.   The Corporation's latest annual report filed pursuant to Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act");

    b.   All other reports filed by the Corporation pursuant to Section 13(a)
         or 15(d) of the Exchange Act since the end of the fiscal year covered
         by the annual report referred to in (a) above;

    c.   The description of the Corporation's common stock (the "Common
         Stock") contained in the Corporation's registration statement filed
         under Section 12 of the Exchange Act, including any amendment or
         report filed for the purpose of updating such description; and

    d.   The description of the Corporation's Preferred Stock Purchase Rights
         contained in the Corporation's registration statement on Form 8-A
         dated July 2, 1990, including any amendment or report filed for the
         purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The validity of the shares of Common Stock offered herein has been passed
upon for the Corporation by Gary A. Spiess, General Counsel of the
Corporation, 100 Federal Street, Boston, Massachusetts 02110.  Mr. Spiess is
also an officer of certain other subsidiaries of the Corporation.  As of
March 1, 1997, Mr. Spiess had a direct or indirect interest in 28,077 shares
of Common Stock and had options to purchase an additional 68,083 shares, of
which options to purchase 51,287 shares will be exercisable within 60 days
after March 1, 1997.

                                     - 2 -
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a
corporation to indemnify any director, officer, employee or other agent of
the corporation to whatever extent specified in or authorized by (a) the
articles of organization, (b) a by-law adopted by the stockholders or (c) a
vote adopted by the holders of a majority of the shares of stock entitled to
vote on the election of directors.

    The Corporation's By-Laws provide indemnity to the Corporation's
directors and officers in such capacity or as directors or officers of a
wholly-owned subsidiary of the Corporation for liability resulting from
judgments, fines, expenses or settlement amounts incurred in connection with
any action, including an action by or in the right of the Corporation,
brought against such person in such capacity.  Under Massachusetts law and
the By-Laws, no indemnification may be provided for any person with respect
to any matter as to which he or she shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
or her action was in the best interest of the Corporation or of such
subsidiary.  The By-Laws also provide that, with respect to any matter
disposed of by a compromise payment by such director or officer pursuant to a
consent decree or otherwise, no indemnification shall be provided unless such
indemnification shall be ordered by a court or such compromise shall be
approved as being in the best interest of the Corporation, after notice that
it involves such indemnification: (a) by a disinterested majority of the
directors then in office, (b) by a majority of the disinterested directors
then in office, provided that there has been obtained an opinion in writing
of independent counsel to the effect that such person appears to have acted
in good faith in the reasonable belief that his or her action was in the best
interests of the Corporation or (c) by the holders of a majority of the
outstanding stock at the time entitled to vote for directors, exclusive of
any stock owned by any interested director or officer.  Under Massachusetts
law, a court may uphold indemnification in connection with a suit in which
there is a recovery by or in the right of the corporation.

    The By-Laws also provide for indemnification for all other directors and
officers of the Corporation's wholly-owned subsidiaries to the extent
authorized by the Board of Directors in each individual case, based on the
same statutory standard set forth in the preceding paragraph.  Where such a
person is wholly successful in defending the claim, he or she shall be
entitled to indemnification.  Directors and officers of other subsidiaries
and employees and agents of the Corporation and any subsidiaries may be
indemnified as determined by the Board from time to time.

    In addition, as permitted by Section 67 of Chapter 156B of the
Massachusetts General Laws, the Corporation maintains liability insurance
covering directors and officers of the Corporation and its subsidiaries.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

                                    - 3 -
ITEM 8.  EXHIBITS.

    5      Opinion of Gary A. Spiess, Esq., as to the validity of the shares
           of Common Stock offered herein.

    23(a)  Consent of Gary A. Spiess, Esq. (included in Exhibit 5).

    23(b)  Consent of Coopers & Lybrand L.L.P.

    24     Power of Attorney of certain officers and directors.

ITEM 9.  UNDERTAKINGS.

    The Corporation 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 of 1933, as amended (the "Securities Act"), 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 bonafide 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.

    The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and
each filing of the Savings Plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

                                     - 4 -
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions described in Item 6, or otherwise, the
Corporation 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
Corporation of expenses incurred or paid by a director, officer or
controlling person of the Corporation 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
Corporation 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.

                                    - 5 -
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
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 28th day of March, 1997.

                                       BANK OF BOSTON CORPORATION

                                       By   /s/ GARY A. SPIESS
                                         ---------------------------
                                              (GARY A. SPIESS)
                                        (GENERAL COUNSEL AND CLERK)

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                               TITLE                    DATE
---------                               -----                    ----

                                     CHIEF EXECUTIVE
                                     OFFICER AND AND
/s/ CHARLES K. GIFFORD*              DIRECTOR (CHIEF        MARCH 28, 1997
---------------------------------    EXECUTIVE OFFICER)
   (CHARLES K. GIFFORD)

/s/ WILLIAM M. CROZIER, JR.*         CHAIRMAN OF THE
---------------------------------    BOARD OF DIRECTORS
  (WILLIAM M. CROZIER, JR.)          AND DIRECTORS          MARCH 28, 1997

                                     PRESIDENT AND CHIEF
/s/ HENRIQUE DE CAMPOS MEIRELLES*    OPERATING OFFICER      MARCH 28, 1997
---------------------------------    AND DIRECTOR
  (HENRIQUE DE CAMPOS MEIRELLES)

                                     VICE CHAIRMAN,
/s/ WILLIAM J. SHEA*                 CHIEF FINANCIAL        MARCH 28, 1997
---------------------------------    OFFICER AND
   (WILLIAM J. SHEA)                 TREASURER (CHIEF
                                     FINANCIAL OFFICER)

/s/ ROBERT T. JEFFERSON*             COMPTROLLER (CHIEF     MARCH 28, 1997
---------------------------------    ACCOUNTING OFFICER)
   (ROBERT T. JEFFERSON)

                                     - 6 -
SIGNATURE                               TITLE                   DATE
---------                               -----                   ----

 /s/ WAYNE A. BUDD*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (WAYNE A. BUDD)

/s/ JOHN A. CERVIERI JR.*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (JOHN A. CERVIERI JR.)

/s/ WILLIAM F. CONNELL*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (WILLIAM F. CONNELL)

/s/ GARY L. COUNTRYMAN*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (GARY L. COUNTRYMAN)

/s/ ALICE F. EMERSON*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (ALICE F. EMERSON)

/s/ THOMAS J. MAY*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (THOMAS J. MAY)

/s/ DONALD F. MCHENRY*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (DONALD F. MCHENRY)

/s/ PAUL C. O'BRIEN*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (PAUL C. O'BRIEN)

/s/ THOMAS R. PIPER*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (THOMAS R. PIPER)

/s/ JOHN W. ROWE*
---------------------------------    DIRECTOR               MARCH 28, 1997
   (JOHN W. ROWE)

/s/ RICHARD A. SMITH*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (RICHARD A. SMITH)

/s/ GLENN P. STREHLE*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (GLEN P. STREHLE)

/s/ WILLIAM C. VAN FAASEN*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (WILLIAM C. VAN FAASEN)

---------------------------------    DIRECTOR               MARCH   , 1997
  (THOMAS B. WHEELER)

/s/ ALFRED M. ZEIEN*
---------------------------------    DIRECTOR               MARCH 28, 1997
  (ALFRED M. ZEIEN)

*By: /s/ GARY A. SPIESS
---------------------------------
(GARY A. SPIESS, ATTORNEY-IN-FACT)

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