As filed with the Securities and Exchange Commission on October
2, 1998
                                      Registration No. 33-
================================================================

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                     ______________________

                            FORM S-8
                     REGISTRATION STATEMENT
                            Under the
                     SECURITIES ACT OF 1933
                     ______________________

                    STATE STREET CORPORATION
     (Exact Name of Registrant as Specified in Its Charter)

                                                     
MASSACHUSETTS                               04-2456637
(State or Other Jurisdiction of            (I.R.S. Employer
Incorporation or Organization)              Identification No.)

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

                  STATE STREET GLOBAL ADVISORS
                    EQUITY COMPENSATION PLAN
                    (Full Title of the Plan)

                 MAUREEN SCANNELL BATEMAN, ESQ.
          Executive Vice President and General Counsel
                   State Street Corporation
        225 Franklin Street, Boston, Massachusetts 02110 
            (Name and Address of Agent For Service)

                       (617)786-3000
  (Telephone Number, Including Area Code, of Agent For Service)

                           Copy to:

                     ROBERT F. HAYES, ESQ.
                          Ropes & Gray
                    One International Place
                  Boston, Massachusetts 02110
                         (617)951-7000
<TABLE>
                CALCULATION OF REGISTRATION FEE
_________________________________________________________________
<S>            <S>            <C>        <C>         <C>
                                                                  
                              Proposed   Proposed
Title of                      Maximum    Maximum
Securities                    Offering   Aggregate   Amount of
to be          Amount to be   Price Per  Offering    Registration
Registered(1)  Registered(1)  Share(2)   Price(2)    Fee         
-------------  -------------  ---------  ----------  ------------
Common Stock   600,000        $55.53125  $33,318,750   $9,829
$1 Par Value   shares

</TABLE>

(1)  Includes Preferred Share Purchase Rights.  Prior to the
     occurrence of certain events the Preferred Share Purchase
     Rights will not be evidenced separately from the Common
     Stock.  Also includes such additional shares of Common Stock
     as may be required in the event of a stock dividend,
     recapitalization or other change in the Registrant's capital
     stock.

(2)  Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457 under the Securities
     Act of 1933.  The aggregate offering price has been
     estimated on the basis of the average of the high and low
     price for the Registrant's Common Stock as reported on the
     New York Stock Exchange on September 30, 1998.


                        EXPLANATORY NOTE

     This Registration Statement covers 600,000 shares of the
Registrant's Common stock (and Preferred Share Purchase Rights)
to be issued pursuant to the State Street Global Advisors Equity
Compensation Plan.


                            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:

    (1)  The Registrant's Annual Report on Form 10-K for the 
         fiscal year ended December 31, 1997, as filed with the
         Securities and Exchange Commission (the "Commission") on
         March 26, 1998.

    (2)  The Registrant's Quarterly Reports on form 10-Q for the
         periods ended March 31, 1998, as filed with the
         Commission on May 12, 1998, and June 30, 1998, as filed
         with the Commission on August 14, 1998.

    (3)  The description of the Registrant's Common Stock
         included in the Registrant's effective registration
         statement on Form 8-A, as filed with the Commission on
         September 30, 1988, as amended by Amendment No.1 thereto
         filed with the Commission on October 22, 1990 and
         Amendment No.2 filed with the Commission on July 7,
         1998. 

    (4)  The Registrant's Current Reports on Form 8-K dated July 
         7, 1998 and Form 8-K/A dated September 17, 1998.

    (5)  All other reports filed by the Registrant with the
         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 or 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 

                             -2-


then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be part thereof 
from the date of filing of such documents.

     Any statement contained herein or in a document incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any
other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares to be offered hereby will be
passed upon for the Registrant by Ropes & Gray.  Truman S.
Casner, a partner of Ropes & Gray, is a director of the
Registrant and owns beneficially a total of 13,858 shares of
Common Stock of the Registrant.  Ropes & Gray performs services
for the Registrant from time to time.

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
stockholders, or a vote adopted by the holders of the majority of
shares of stock entitled to vote on the election of directors, a
corporation may indemnify directors, officers, employees and
other agents of the corporation, (and persons who serve at its
request as directors, officers, employees or other agents of
another organization or who serve at its request in any capacity
with respect to any employee benefit plan) except with respect 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 or the participants or beneficiaries of such employee
benefit plan.

     The Restated Articles of Organization of the Registrant
(Article 6) provide the following:

                           -3-


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.

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 

                           -4-


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 

                           -5-


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.  

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

     Article 6 of the Registrant's Restated Articles of
Organization also provides that a director of the 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 the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation or
law, (iii) for any transaction from which the director derived an
improper personal benefit, or (iv) for paying a dividend,
approving a stock repurchase or making loans which are illegal
under certain provisions of Massachusetts law, as the same exists
or hereafter may be amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

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, 1997, and
                    incorporated by reference)


                           -6-



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, 1992, and
                    incorporated by reference)

5.1                 Opinion of Counsel

15.1                Letter re unaudited interim financial
                    information

23.1                Consent of Ernst & Young LLP

23.2                Consent of Ropes & Gray (included in
                    Exhibit 5.1)

24.1                Power of Attorney (contained in Part II
                    hereof under Signature and Power of Attorney)

99.1                State Street Global Advisors Equity
                    Compensation 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;

   (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 

                           -7-


15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

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

   (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant 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.


                           -8-



                  SIGNATURES AND POWER OF ATTORNEY 


   Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, the Commonwealth of Massachusetts on the 2nd
day of October, 1998.



                                      STATE STREET CORPORATION

                                   By: /s/Rex S. Schuette         
                                      ---------------------------
                                           Rex S. Schuette
                                      Senior Vice President and 
                                      Chief Accounting Officer



     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on September 10, 1998.


     In addition, the undersigned officers and directors of State
Street Corporation (the "Corporation") hereby severally
constitute and appoint Ronald L. O'Kelley, Maureen Scannell
Bateman 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
indicated, any and all amendments or supplements to the
Registration Statement on Form S-8 of the Corporation, and
generally to do all such things in our name and on our behalf in
our capacities as indicated to enable the Corporation to comply
with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be
required by our said attorneys or any of them, to any and all
amendments.



                           -9-








     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 Chief  
  Rex S. Schuette          Accounting Officer (Principal
                           Accounting Officer)


-------------------------  Director
  Tenley E. Albright            

/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                               
                                                   
/s/Arthur L. Goldstein                  
-------------------------  Director
  Arthur L. Goldstein                                
                                                   
/s/David P. Gruber                              
-------------------------  Director
  David P. Gruber

/s/Charles F. Kaye
-------------------------  Director
  Charles F. Kaye                             
                                                   
/s/John M. Kucharski       
-------------------------  Director
  John M. Kucharski                            



                           -10-



     Signature                        Title  
     ---------                        -----

/s/Charles R. LaMantia
-------------------------  Director
  Charles R. LaMantia                               


-------------------------  Director
  David B. Perini                              

/s/Dennis J. Picard         
-------------------------  Director
  Dennis J. Picard                             
                                                   
/s/Alfred Poe             
-------------------------  Director
  Alfred Poe                                
                                                   
/s/Bernard W. Reznicek                   
-------------------------  Director
  Bernard W. Reznicek                              
                                                   
/s/David A. Spina                 
-------------------------  Director
  David A. Spina                              
                                                   
/s/Diane C. Walsh    
-------------------------  Director
  Diana C. Walsh

/s/Robert E. Weissman
-------------------------  Director
  Robert E. Weissman 

                           -11-





                   INDEX TO EXHIBITS

                                                    
                                                    
Exhibit Number                  Exhibit      
--------------                  -------
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, 1997, 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, 1992, and incorporated by
               reference)

5.1            Opinion of Counsel

15.1           Letter re unaudited interim financial
               information

23.1           Consent of Ernst & Young LLP

23.2           Consent of Ropes & Gray (included in Exhibit 5.1)

24.1           Power of Attorney (contained in Part II hereof
               under Signature and Power of Attorney)

99.1           State Street Global Advisors Equity Compensation
               Plan



                           -12-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25801}]
{"company-data": {"conformed-name": "STATE STREET 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": "333-65281", "film-number": "98720366"}, "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"}}
As filed with the Securities and Exchange Commission on October
2, 1998
                                      Registration No. 33-
================================================================

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                     ______________________

                            FORM S-8
                     REGISTRATION STATEMENT
                            Under the
                     SECURITIES ACT OF 1933
                     ______________________

                    STATE STREET CORPORATION
     (Exact Name of Registrant as Specified in Its Charter)

                                                     
MASSACHUSETTS                               04-2456637
(State or Other Jurisdiction of            (I.R.S. Employer
Incorporation or Organization)              Identification No.)

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

                  STATE STREET GLOBAL ADVISORS
                    EQUITY COMPENSATION PLAN
                    (Full Title of the Plan)

                 MAUREEN SCANNELL BATEMAN, ESQ.
          Executive Vice President and General Counsel
                   State Street Corporation
        225 Franklin Street, Boston, Massachusetts 02110 
            (Name and Address of Agent For Service)

                       (617)786-3000
  (Telephone Number, Including Area Code, of Agent For Service)

                           Copy to:

                     ROBERT F. HAYES, ESQ.
                          Ropes & Gray
                    One International Place
                  Boston, Massachusetts 02110
                         (617)951-7000

                CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed   Proposed
Title of                      Maximum    Maximum
Securities                    Offering   Aggregate   Amount of
to be          Amount to be   Price Per  Offering    Registration
Registered(1)  Registered(1)  Share(2)   Price(2)    Fee         
-------------  -------------  ---------  ----------  ------------
Common Stock   600,000        $55.53125  $33,318,750   $9,829
$1 Par Value   shares
(1)  Includes Preferred Share Purchase Rights.  Prior to the
     occurrence of certain events the Preferred Share Purchase
     Rights will not be evidenced separately from the Common
     Stock.  Also includes such additional shares of Common Stock
     as may be required in the event of a stock dividend,
     recapitalization or other change in the Registrant's capital
     stock.

(2)  Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457 under the Securities
     Act of 1933.  The aggregate offering price has been
     estimated on the basis of the average of the high and low
     price for the Registrant's Common Stock as reported on the
     New York Stock Exchange on September 30, 1998.

                        EXPLANATORY NOTE

     This Registration Statement covers 600,000 shares of the
Registrant's Common stock (and Preferred Share Purchase Rights)
to be issued pursuant to the State Street Global Advisors Equity
Compensation Plan.

                            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:

    (1)  The Registrant's Annual Report on Form 10-K for the 
         fiscal year ended December 31, 1997, as filed with the
         Securities and Exchange Commission (the "Commission") on
         March 26, 1998.

    (2)  The Registrant's Quarterly Reports on form 10-Q for the
         periods ended March 31, 1998, as filed with the
         Commission on May 12, 1998, and June 30, 1998, as filed
         with the Commission on August 14, 1998.

    (3)  The description of the Registrant's Common Stock
         included in the Registrant's effective registration
         statement on Form 8-A, as filed with the Commission on
         September 30, 1988, as amended by Amendment No.1 thereto
         filed with the Commission on October 22, 1990 and
         Amendment No.2 filed with the Commission on July 7,
         1998. 

    (4)  The Registrant's Current Reports on Form 8-K dated July 
         7, 1998 and Form 8-K/A dated September 17, 1998.

    (5)  All other reports filed by the Registrant with the
         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 or 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 

                             -2-

then remaining unsold, shall be deemed to be incorporated by 
reference in this Registration Statement and to be part thereof 
from the date of filing of such documents.

     Any statement contained herein or in a document incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in this Registration Statement or in any
other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

    Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares to be offered hereby will be
passed upon for the Registrant by Ropes & Gray.  Truman S.
Casner, a partner of Ropes & Gray, is a director of the
Registrant and owns beneficially a total of 13,858 shares of
Common Stock of the Registrant.  Ropes & Gray performs services
for the Registrant from time to time.

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
stockholders, or a vote adopted by the holders of the majority of
shares of stock entitled to vote on the election of directors, a
corporation may indemnify directors, officers, employees and
other agents of the corporation, (and persons who serve at its
request as directors, officers, employees or other agents of
another organization or who serve at its request in any capacity
with respect to any employee benefit plan) except with respect 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 or the participants or beneficiaries of such employee
benefit plan.

     The Restated Articles of Organization of the Registrant
(Article 6) provide the following:

                           -3-

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.

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 

                           -4-

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 

                           -5-

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.  

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

     Article 6 of the Registrant's Restated Articles of
Organization also provides that a director of the 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 the corporation or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation or
law, (iii) for any transaction from which the director derived an
improper personal benefit, or (iv) for paying a dividend,
approving a stock repurchase or making loans which are illegal
under certain provisions of Massachusetts law, as the same exists
or hereafter may be amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not Applicable.

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, 1997, and
                    incorporated by reference)

                           -6-

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, 1992, and
                    incorporated by reference)

5.1                 Opinion of Counsel

15.1                Letter re unaudited interim financial
                    information

23.1                Consent of Ernst & Young LLP

23.2                Consent of Ropes & Gray (included in
                    Exhibit 5.1)

24.1                Power of Attorney (contained in Part II
                    hereof under Signature and Power of Attorney)

99.1                State Street Global Advisors Equity
                    Compensation 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;

   (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 

                           -7-

15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

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

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

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

   (c)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant 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.

                           -8-

                  SIGNATURES AND POWER OF ATTORNEY 

   Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Boston, the Commonwealth of Massachusetts on the 2nd
day of October, 1998.

                                      STATE STREET CORPORATION

                                   By: /s/Rex S. Schuette         
                                      ---------------------------
                                           Rex S. Schuette
                                      Senior Vice President and 
                                      Chief Accounting Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on September 10, 1998.

     In addition, the undersigned officers and directors of State
Street Corporation (the "Corporation") hereby severally
constitute and appoint Ronald L. O'Kelley, Maureen Scannell
Bateman 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
indicated, any and all amendments or supplements to the
Registration Statement on Form S-8 of the Corporation, and
generally to do all such things in our name and on our behalf in
our capacities as indicated to enable the Corporation to comply
with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be
required by our said attorneys or any of them, to any and all
amendments.

                           -9-

     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 Chief  
  Rex S. Schuette          Accounting Officer (Principal
                           Accounting Officer)

-------------------------  Director
  Tenley E. Albright            

/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                               
                                                   
/s/Arthur L. Goldstein                  
-------------------------  Director
  Arthur L. Goldstein                                
                                                   
/s/David P. Gruber                              
-------------------------  Director
  David P. Gruber

/s/Charles F. Kaye
-------------------------  Director
  Charles F. Kaye                             
                                                   
/s/John M. Kucharski       
-------------------------  Director
  John M. Kucharski                            

                           -10-

     Signature                        Title  
     ---------                        -----

/s/Charles R. LaMantia
-------------------------  Director
  Charles R. LaMantia                               

-------------------------  Director
  David B. Perini                              

/s/Dennis J. Picard         
-------------------------  Director
  Dennis J. Picard                             
                                                   
/s/Alfred Poe             
-------------------------  Director
  Alfred Poe                                
                                                   
/s/Bernard W. Reznicek                   
-------------------------  Director
  Bernard W. Reznicek                              
                                                   
/s/David A. Spina                 
-------------------------  Director
  David A. Spina                              
                                                   
/s/Diane C. Walsh    
-------------------------  Director
  Diana C. Walsh

/s/Robert E. Weissman
-------------------------  Director
  Robert E. Weissman 

                           -11-

                   INDEX TO EXHIBITS

                                                    
                                                    
Exhibit Number                  Exhibit      
--------------                  -------
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, 1997, 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, 1992, and incorporated by
               reference)

5.1            Opinion of Counsel

15.1           Letter re unaudited interim financial
               information

23.1           Consent of Ernst & Young LLP

23.2           Consent of Ropes & Gray (included in Exhibit 5.1)

24.1           Power of Attorney (contained in Part II hereof
               under Signature and Power of Attorney)

99.1           State Street Global Advisors Equity Compensation
               Plan

                           -12-