REGISTRATION STATEMENT CONSISTS OF 15 PAGES
               THE EXHIBIT INDEX APPEARS ON PAGE 12

                                           Registration No. 33-  

                  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, Massachusetts 02110 
         (Address of Principal Executive Offices) (Zip Code) 

                   STATE STREET BOSTON CORPORATION
             1994 STOCK OPTION AND PERFORMANCE UNIT PLAN
                        (Full Title of the Plan)

                        ROBERT J. MALLEY, ESQ.
              Senior Vice President and General Counsel
                   State Street Boston Corporation
          225 Franklin Street, Boston, Massachusetts 02110 
               (Name and Address of Agent For Service)

                            (617)654-3104
    (Telephone Number, Including Area Code, of Agent For Service)

                               Copy to:

                        CHAMPE A. FISHER, ESQ.
                             Ropes & Gray
                       One International Place
                     Boston, Massachusetts 02110

                   CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                               Proposed   Proposed
Title of                       Maximum    Maximum
Securities                     Offering   Aggregate  Amount of
to be          Amount to be    Price Per  Offering   Registration
Registered     Registered(1)   Share(2)   Price(2)   Fee         
- ----------     -------------   ---------  ---------  ------------
Common Stock   3,500,000 shares  $30.53  $106,845,000   $36,843
$1 Par Value
(including 
Preferred
Share Purchase
Rights)
_________________________________________________________________<PAGE>
(1)  Plus such additional shares of Common Stock as may be
required in the event of a stock dividend, recapitalization or
other change in the Company's capital stock.  Prior to the
occurrence of certain events the Preferred Share Purchase Rights
will not be evidenced separately from the Common Stock.

(2)  In accordance with Rule 457(h), the registration fee is the
sum of (i) the aggregate exercise price of options outstanding on 
the date hereof and (ii) for shares not subject to options on    
the date hereof, the amount estimated solely for the purposes of  
determining the registration fee pursuant to Rule 457(c) on the   
basis of the price for the Common Stock of State Street Boston
Corporation (the "Company") on January 17, 1995.











































                               - 2 -


<PAGE>
                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company hereby states that the following documents have
been filed by the Company with the Commission and are
incorporated herein by reference:

     (1)  The Company's latest Annual Report on Form 10-K for the
          fiscal year ended December 31, 1993, filed pursuant to
          Section 13(a) of the Exchange Act.

     (2)  The Company's Quarterly Report on Form 10-Q for each of
          the periods ended March 31, 1994, June 30, 1994 and
          September 30, 1994, filed pursuant to Section 13(a) of
          the Exchange Act.

     (3)  The Company's Current Reports on Form 8-K dated
          February 1, 1994 and September 27, 1994.

     (4)  The description of the Company's Common Stock included
          in the Company's effective registration statement
          report on Form 10, as filed with the Securities and
          Exchange Commission on September 3, 1970 and amended on
          May 12, 1971. 

     (5)  The description of the Company's Preferred Share
          Purchase Rights included in the Company's effective
          registration statement on Form 8-A filed with the
          Securities and Exchange Commission on September 30,
          1988 as amended by Amendment dated as of September 20,
          1990 filed with the Securities and Exchange Commission
          on Form 8 on October 19, 1990.

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

     (7)  Indenture dated as of August 2, 1993 between State
          Street Boston Corporation and the First National Bank
          of Boston, as trustee relating to the Company's 5.95%
          Notes due 2003 (filed with the Securities and Exchange
          Commission as Exhibit 4 to the Registrant's Current
          Report on Form 8-K dated October 8, 1993 and
          incorporated by reference). 

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities 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 in the registration statement and
to be part thereof from the date of filing of such documents.

                                - 3 -


<PAGE>
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 Company by Ropes & Gray.  Truman S. Casner, a
partner of Ropes & Gray, is a director of the Company.


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 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 or the participants or
beneficiaries of such employee benefit plan.

     The Restated Articles of Organization of the Company
(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 to other
     enterprise of 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

                               - 4 -

<PAGE>
    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
     benefit plan.  Expenses, including but not limited to
     counsel fees and disbursements, so incurred by any such
     person in defending any such action, suit or proceeding,
     shall be paid from time to time by the corporation in
     advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of
     the person indemnified to repay the amounts so paid if it
     shall ultimately be determined that indemnification of such
     expenses is not authorized hereunder.

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

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

         The right of indemnification hereby provided shall not
     be exclusive of or affect any other rights to which any
     director, officer, employee, agent or trustee may be
     entitled or which may lawfully be granted to him.  As used

                               - 5 -

<PAGE>
     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.

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

         The Massachusetts Business Corporation Law permits a
     corporation to include in its articles of organization a
     provision eliminating or limiting the personal liability of
     a director 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 such provision shall not
     eliminate or limit the liability of a director (i) for any
     breach of the directors's duty of loyalty to the corporation
     or its stockholders, (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing
     violation of law, (iii) under section sixty-one (relating to
     unauthorized distributions) or sixty-two (relating to loans
     to insiders), or (iv) for any transaction from which the
     director derived an improper personal benefit.

         Article 6 of the Company's Restated Articles of
      Organization provide that 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 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.

                               - 6 -


<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.


ITEM 8.  EXHIBITS.

                         DESCRIPTION     

(5)                      Opinion of Counsel.

(15)                     Letter re unaudited interim financial   
                         information.

(23)(a)                  Consent of Ernst & Young LLP.

(23)(b)                  Consent of Ropes & Gray (included in
                         Exhibit (5)).

(24)                     Power of Attorney (See page 9 below).


ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

     (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)(i) and (a)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and 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.

                               - 7 -

<PAGE>
     (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 for 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.

     (h)  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 -


<PAGE>
                             SIGNATURES 


     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 January 17, 1995.

                           STATE STREET BOSTON CORPORATION

                                  George J. Fesus
                           By:____________________________
                                    George J. Fesus
                              Chief Financial Officer and
                                       Treasurer


                          POWER OF ATTORNEY

     We, the undersigned officers and directors of State Street
Boston Corporation (the "Corporation") hereby severally constitute
and appoint Marshall N. Carter, George J. Fesus and Robert J.
Malley, and each of them singly our true and lawful attorneys with
full power of substitution and with full power to them and each of
them, to sign for us and in our names in the capacities indicated
below, a Registration Statement on Form S-8, and any and all
amendments thereto including post-effective amendments, to be filed
with the Securities and Exchange Commission for the purpose of
registering shares of the Common Stock of the Corporation to be
issued pursuant to the State Street Boston Corporation 1994 Stock
Option and Performance Unit Plan 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 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, to
such registration statement and any and all amendments thereto.

     SIGNATURE                       TITLE                 DATE

(1)  Principal Executive Officer:               )
                                                )
  Marshall N. Carter                            )
_______________________  Chairman of the Board  )
  Marshall N. Carter                            )
                                                )
                                                )
                                                ) December 15, 1994
(2)  Principal Financial Officer:               )
                                                )
     George J. Fesus                            )
_______________________  Chief Financial Officer)
     George J. Fesus     and Treasurer          )

                               - 9 -


<PAGE>
                       Signatures--(Continued)

     SIGNATURE                       TITLE                 DATE


  Principal Accounting Officer:                 )
                                                )
    Rex S. Schuette                             )
______________________   Senior Vice President  )
    Rex S. Schuette        and Comptroller      )
                                                )
                                                )
(4)  Directors:                                 )
                                                )
   Tenley E. Albright                           )
______________________   Director               )
   Tenley E. Albright                           )
                                                )
    Joseph A. Baute                             )
______________________   Director               )
    Joseph A. Baute                             )
                                                )
 I. MacAllister Booth                           )
______________________   Director               )
 I. MacAllister Booth                           )
                                                )
   Marshall N. Carter                           )
______________________   Director               )
   Marshall N. Carter                           )
                                                )
   James I. Cash, Jr.                           )
______________________   Director               )December 15, 1994
   James I. Cash, Jr.                           )
                                                )
    Truman S. Casner                            )
______________________   Director               )
    Truman S. Casner                            )
                                                )
  Nader F. Darehshori                           )
______________________   Director               )
  Nader F. Darehshori                           )
                                                )
    Lois D. Juliber                             )
______________________   Director               )
    Lois D. Juliber                             )
                                                )
   Charles F. Kaye                              )
_____________________    Director               )
   Charles F. Kaye                              )
                                                )
  John M. Kucharski                             )
_____________________    Director               )
  John M. Kucharski                             )
                                                )
                                                )

                               - 10 -

<PAGE>
                       Signatures--(Continued)

     SIGNATURE                       TITLE                 DATE


 Charles R. LaMantia
______________________    Director               )
 Charles R. LaMantia                             )
                                                 )
                                                 )
                                                 )
______________________    Director               )
   David B. Perini                               )
                                                 )
                                                 )
  Dennis J. Picard                               )
______________________    Director               )
  Dennis J. Picard                               )
                                                 )
                                                 )
      Alfred Poe                                 )
______________________    Director               )December 15, 1994
      Alfred Poe                                 )
                                                 )
                                                 )
   Bernard Reznicek                              )
______________________    Director               )
   Bernard Reznicek                              )
                                                 )
                                                 )
    David A. Spina                               )
______________________    Director               )
    David A. Spina                               )
                                                 )
                                                 )
  Robert E. Weissman                             )
______________________    Director               )
  Robert E. Weissman                             )


















                                - 11 -


<PAGE>
                          INDEX TO EXHIBITS



                                                       SEQUENTIALLY 
                                                       NUMBERED
EXHIBIT NUMBER              EXHIBIT                    PAGE       
- --------------              -------                    ------------



Exhibit (5)      Opinion of Counsel.                           13

Exhibit (15)     Letter re unaudited interim financial         14
                 information.

Exhibit (23)(a)  Consent of Ernst & Young LLP.                 15

Exhibit (23)(b)  Consent of Ropes & Gray (included in          13
                 Exhibit (5)).          

Exhibit (24)     Power of Attorney (See page 9 above)           9


































                               - 12 -


<PAGE>
                     SECRETARY'S CERTIFICATE



     I, ROBERT J. MALLEY, the duly elected and acting secretary of
STATE STREET BOSTON CORPORATION, a corporation organized under the
laws of the Commonwealth of Massachusetts and having its principal
office at 225 Franklin Street, Boston, Massachusetts 02101 (the
"Corporation"), DO HEREBY CERTIFY that:

     1.  Attached hereto as Appendix A is a true copy of votes
         duly adopted by the Board of Directors of the
         Corporation on December 16, 1993 and in full force and
         effect on the date hereof.

     2.  Attached hereto as Appendix B is a true copy of a vote 
         duly adopted by the Stockholders of the Corporation on
         April 20, 1994 and in full force and effect on the date
         hereof.


     IN WITNESS WHEREOF, I have executed this Certificate thereunto
duly authorized and affixed the seal of the Corporation this 17th
day of January, 1995.

                                           Robert J. Malley
                                   ______________________________
                                              Secretary          


(Seal)

<PAGE>
                            APPENDIX A


           1994 STOCK OPTION AND PERFORMANCE UNIT PLAN



VOTED:    To adopt the 1994 Stock Option and Performance Unit
          Plan (The "Plan"), in the form presented to this
          meeting, subject to stockholder approval, with the
          changes therein from that approved on December 16, 1993
          and as approved and recommended for adoption by the 
          Executive Compensation Committee, with such further
          changes therein as any one of the Chairman, the Vice
          Chairman, the Treasurer and the Executive Vice
          President of Global Human Resources, with the advice of
          counsel, may deem necessary, and such officers be, and
          hereby are, authorized to present the Plan to the
          stockholders for approval at the Annual Meeting of
          Stockholders to be held on April 20, 1994;


VOTED:    That contingent upon the approval of the Plan by the
          stockholders at the next Annual Meeting,

               (A)  to reserve 3,500,000 shares of the
          Corporation's Common Stock, $1 par value, for issuance
          pursuant to the Plan;

               (B)  that the Corporation issue from time to time
          up to 3,500,000 shares pursuant to the Plan;

               (C)  the Chairman, the Vice Chairman, the
          Treasurer, and the Senior Vice President and General
          Counsel, be, and each of them hereby is, authorized and
          directed acting individually (i) to cause to be
          registered under the Securities Act of 1993 up to 
          3,500,000 shares of the Common Stock, $1 par value, of
          the Corporation in connection with the Plan together
          with stock appreciation rights granted under such Plan,
          in such form and upon such terms as such officers may
          approve, as conclusively evidenced by the execution of
          a registration statement on Form S-8 with respect to
          such securities; (ii) to incorporate into such
          registration statement such changes or amendments as
          the Securities and Exchange Commission or counsel for
          the Corporation may direct or recommend; and that such
          officers, be, and each of them hereby is, authorized in
          the name and on behalf of the Corporation to execute,
          affix the corporate seal thereto, deliver and file all
          documents and other papers and take all other action
          which they, or any of them, may deem necessary or
          appropriate in order to effect said registration or in
          connection therewith; and (iii) to take any action that
          may be required by the National Association of
          Securities Dealers with respect to the securities or
                               

<PAGE>
         the trading of the securities in the NASDAQ Over-the-
          Counter National Market System;

               (D)  the Corporation, and any and all of the
          directors of the Corporation, independently of the
          others, are hereby authorized to give one or more
          powers of attorney to Messrs. Marshall N. Carter, David
          A. Spina, George J. Fesus, and Robert J. Malley, and
          each of them, authorizing them, acting jointly and
          singly, to sign for the Corporation and/or for such
          officers in their several capacities, any registration
          statement on Form S-8 filed with the Securities and
          Exchange Commission or any and all post-effective
          amendments to such registration statement;

               (E)  it is desirable and in the best interest of
          the Corporation that the securities to be offered
          pursuant to the Plan be qualified or registered in
          various states where its employees reside; that the
          Chairman, the Vice Chairman, the Treasurer, and the
          Senior Vice President and General Counsel, be, and each
          of them hereby is, authorized to determine the states
          in which appropriate actions shall be taken to qualify
          or register for sale such securities as such officers
          may deem advisable; that such officers are hereby
          authorized to perform on behalf of the Corporation any
          and all such acts as they may deem necessary or
          advisable in order to comply with the applicable laws
          or any such states and in connection therewith to
          execute and file all requisite papers and documents
          including, but not limited to, applications, reports,
          surety bonds, irrevocable consents and appointment of
          attorneys for service of process; and the execution by
          such officers of any such paper or document or the
          doing by them of any act in connection with the
          foregoing matters shall conclusively establish their
          authority therefor from the Corporation and the
          approval and ratification by the Corporation of the
          papers and documents so executed and the action so
          taken;

               (F)  in connection with the immediately preceding
          authorization, the Chairman, the Vice Chairman, the
          Treasurer, and the Senior Vice President and General
          Counsel, be, and each of them hereby is, authorized and
          directed in the name and on behalf of the Corporation
          to take any and all action which any of them may deem
          necessary or advisable in order to register the
          Corporation as a dealer or broker in any state or
          states wherein such registration is required or
          advisable for the purpose of offering therein the
          securities of the Corporation pursuant to the Plan, and
          in connection therewith to execute, acknowledge,
          verify, deliver, file and publish all such
          applications, reports, resolutions and other papers and

                               - 2 -

<PAGE>
          instruments as may be required under such securities
          laws, and to take any and all further action which they
          may deem necessary or advisable in order to maintain
          any such registration for as long as they deem to be in
          the best interests of the Corporation;



VOTED:    That the Chairman, the Vice Chairman, the Treasurer,
          the Senior Vice President and General Counsel and the
          Executive Vice President of Global Human Resources be,
          and each hereby is, authorized and directed, for and on
          behalf of the Corporation, to take all other action and
          to execute all other agreements and documents as any
          such officer deems necessary or appropriate to
          effectuate the foregoing votes and to carry out the
          purposes thereof, the taking of any such action and the
          execution of any such agreement or document
          conclusively to evidence the due authorization thereof
          by the Corporation; and

VOTED:    That all actions heretofore taken by any officer or
          director of the Corporation in connection with the
          matters contemplated by the foregoing resolutions be,
          and they hereby are, ratified and approved in all
          respects. 


                                                (Holding Company)



























                               - 3 -


<PAGE>
                            APPENDIX B


VOTED:    That the 1994 Stock Option and Performance Unit Plan of
          the Corporation, set forth as Exhibit A to the Proxy
          Statement for this meeting, be approved.
[{"type": "S-8", "sequence": "1", "description": "1994 STOCK OPTION AND PERFORMANCE UNIT PLAN", "secsgml_size_bytes": 37239}]
{"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": "033-57359", "film-number": "95502040"}, "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 STATEMENT CONSISTS OF 15 PAGES
               THE EXHIBIT INDEX APPEARS ON PAGE 12

                                           Registration No. 33-  

                  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, Massachusetts 02110 
         (Address of Principal Executive Offices) (Zip Code) 

                   STATE STREET BOSTON CORPORATION
             1994 STOCK OPTION AND PERFORMANCE UNIT PLAN
                        (Full Title of the Plan)

                        ROBERT J. MALLEY, ESQ.
              Senior Vice President and General Counsel
                   State Street Boston Corporation
          225 Franklin Street, Boston, Massachusetts 02110 
               (Name and Address of Agent For Service)

                            (617)654-3104
    (Telephone Number, Including Area Code, of Agent For Service)

                               Copy to:

                        CHAMPE A. FISHER, ESQ.
                             Ropes & Gray
                       One International Place
                     Boston, Massachusetts 02110

                   CALCULATION OF REGISTRATION FEE
_________________________________________________________________
                               Proposed   Proposed
Title of                       Maximum    Maximum
Securities                     Offering   Aggregate  Amount of
to be          Amount to be    Price Per  Offering   Registration
Registered     Registered(1)   Share(2)   Price(2)   Fee         
- ----------     -------------   ---------  ---------  ------------
Common Stock   3,500,000 shares  $30.53  $106,845,000   $36,843
$1 Par Value
(including 
Preferred
Share Purchase
Rights)
_________________________________________________________________
(1)  Plus such additional shares of Common Stock as may be
required in the event of a stock dividend, recapitalization or
other change in the Company's capital stock.  Prior to the
occurrence of certain events the Preferred Share Purchase Rights
will not be evidenced separately from the Common Stock.

(2)  In accordance with Rule 457(h), the registration fee is the
sum of (i) the aggregate exercise price of options outstanding on 
the date hereof and (ii) for shares not subject to options on    
the date hereof, the amount estimated solely for the purposes of  
determining the registration fee pursuant to Rule 457(c) on the   
basis of the price for the Common Stock of State Street Boston
Corporation (the "Company") on January 17, 1995.

                               - 2 -
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company hereby states that the following documents have
been filed by the Company with the Commission and are
incorporated herein by reference:

     (1)  The Company's latest Annual Report on Form 10-K for the
          fiscal year ended December 31, 1993, filed pursuant to
          Section 13(a) of the Exchange Act.

     (2)  The Company's Quarterly Report on Form 10-Q for each of
          the periods ended March 31, 1994, June 30, 1994 and
          September 30, 1994, filed pursuant to Section 13(a) of
          the Exchange Act.

     (3)  The Company's Current Reports on Form 8-K dated
          February 1, 1994 and September 27, 1994.

     (4)  The description of the Company's Common Stock included
          in the Company's effective registration statement
          report on Form 10, as filed with the Securities and
          Exchange Commission on September 3, 1970 and amended on
          May 12, 1971. 

     (5)  The description of the Company's Preferred Share
          Purchase Rights included in the Company's effective
          registration statement on Form 8-A filed with the
          Securities and Exchange Commission on September 30,
          1988 as amended by Amendment dated as of September 20,
          1990 filed with the Securities and Exchange Commission
          on Form 8 on October 19, 1990.

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

     (7)  Indenture dated as of August 2, 1993 between State
          Street Boston Corporation and the First National Bank
          of Boston, as trustee relating to the Company's 5.95%
          Notes due 2003 (filed with the Securities and Exchange
          Commission as Exhibit 4 to the Registrant's Current
          Report on Form 8-K dated October 8, 1993 and
          incorporated by reference). 

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities 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 in the registration statement and
to be part thereof from the date of filing of such documents.

                                - 3 -
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 Company by Ropes & Gray.  Truman S. Casner, a
partner of Ropes & Gray, is a director of the Company.

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 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 or the participants or
beneficiaries of such employee benefit plan.

     The Restated Articles of Organization of the Company
(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 to other
     enterprise of 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

                               - 4 -
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
     benefit plan.  Expenses, including but not limited to
     counsel fees and disbursements, so incurred by any such
     person in defending any such action, suit or proceeding,
     shall be paid from time to time by the corporation in
     advance of the final disposition of such action, suit or
     proceeding upon receipt of an undertaking by or on behalf of
     the person indemnified to repay the amounts so paid if it
     shall ultimately be determined that indemnification of such
     expenses is not authorized hereunder.

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

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

         The right of indemnification hereby provided shall not
     be exclusive of or affect any other rights to which any
     director, officer, employee, agent or trustee may be
     entitled or which may lawfully be granted to him.  As used

                               - 5 -
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.

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

         The Massachusetts Business Corporation Law permits a
     corporation to include in its articles of organization a
     provision eliminating or limiting the personal liability of
     a director 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 such provision shall not
     eliminate or limit the liability of a director (i) for any
     breach of the directors's duty of loyalty to the corporation
     or its stockholders, (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing
     violation of law, (iii) under section sixty-one (relating to
     unauthorized distributions) or sixty-two (relating to loans
     to insiders), or (iv) for any transaction from which the
     director derived an improper personal benefit.

         Article 6 of the Company's Restated Articles of
      Organization provide that 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 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.

                               - 6 -
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

                         DESCRIPTION     

(5)                      Opinion of Counsel.

(15)                     Letter re unaudited interim financial   
                         information.

(23)(a)                  Consent of Ernst & Young LLP.

(23)(b)                  Consent of Ropes & Gray (included in
                         Exhibit (5)).

(24)                     Power of Attorney (See page 9 below).

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

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

     (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)(i) and (a)(ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3, and 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.

                               - 7 -
(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 for 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.

     (h)  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 

     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 January 17, 1995.

                           STATE STREET BOSTON CORPORATION

                                  George J. Fesus
                           By:____________________________
                                    George J. Fesus
                              Chief Financial Officer and
                                       Treasurer

                          POWER OF ATTORNEY

     We, the undersigned officers and directors of State Street
Boston Corporation (the "Corporation") hereby severally constitute
and appoint Marshall N. Carter, George J. Fesus and Robert J.
Malley, and each of them singly our true and lawful attorneys with
full power of substitution and with full power to them and each of
them, to sign for us and in our names in the capacities indicated
below, a Registration Statement on Form S-8, and any and all
amendments thereto including post-effective amendments, to be filed
with the Securities and Exchange Commission for the purpose of
registering shares of the Common Stock of the Corporation to be
issued pursuant to the State Street Boston Corporation 1994 Stock
Option and Performance Unit Plan 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 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, to
such registration statement and any and all amendments thereto.

     SIGNATURE                       TITLE                 DATE

(1)  Principal Executive Officer:               )
                                                )
  Marshall N. Carter                            )
_______________________  Chairman of the Board  )
  Marshall N. Carter                            )
                                                )
                                                )
                                                ) December 15, 1994
(2)  Principal Financial Officer:               )
                                                )
     George J. Fesus                            )
_______________________  Chief Financial Officer)
     George J. Fesus     and Treasurer          )

                               - 9 -
Signatures--(Continued)

     SIGNATURE                       TITLE                 DATE

  Principal Accounting Officer:                 )
                                                )
    Rex S. Schuette                             )
______________________   Senior Vice President  )
    Rex S. Schuette        and Comptroller      )
                                                )
                                                )
(4)  Directors:                                 )
                                                )
   Tenley E. Albright                           )
______________________   Director               )
   Tenley E. Albright                           )
                                                )
    Joseph A. Baute                             )
______________________   Director               )
    Joseph A. Baute                             )
                                                )
 I. MacAllister Booth                           )
______________________   Director               )
 I. MacAllister Booth                           )
                                                )
   Marshall N. Carter                           )
______________________   Director               )
   Marshall N. Carter                           )
                                                )
   James I. Cash, Jr.                           )
______________________   Director               )December 15, 1994
   James I. Cash, Jr.                           )
                                                )
    Truman S. Casner                            )
______________________   Director               )
    Truman S. Casner                            )
                                                )
  Nader F. Darehshori                           )
______________________   Director               )
  Nader F. Darehshori                           )
                                                )
    Lois D. Juliber                             )
______________________   Director               )
    Lois D. Juliber                             )
                                                )
   Charles F. Kaye                              )
_____________________    Director               )
   Charles F. Kaye                              )
                                                )
  John M. Kucharski                             )
_____________________    Director               )
  John M. Kucharski                             )
                                                )
                                                )

                               - 10 -
Signatures--(Continued)

     SIGNATURE                       TITLE                 DATE

 Charles R. LaMantia
______________________    Director               )
 Charles R. LaMantia                             )
                                                 )
                                                 )
                                                 )
______________________    Director               )
   David B. Perini                               )
                                                 )
                                                 )
  Dennis J. Picard                               )
______________________    Director               )
  Dennis J. Picard                               )
                                                 )
                                                 )
      Alfred Poe                                 )
______________________    Director               )December 15, 1994
      Alfred Poe                                 )
                                                 )
                                                 )
   Bernard Reznicek                              )
______________________    Director               )
   Bernard Reznicek                              )
                                                 )
                                                 )
    David A. Spina                               )
______________________    Director               )
    David A. Spina                               )
                                                 )
                                                 )
  Robert E. Weissman                             )
______________________    Director               )
  Robert E. Weissman                             )

                                - 11 -
INDEX TO EXHIBITS

                                                       SEQUENTIALLY 
                                                       NUMBERED
EXHIBIT NUMBER              EXHIBIT                    PAGE       
- --------------              -------                    ------------

Exhibit (5)      Opinion of Counsel.                           13

Exhibit (15)     Letter re unaudited interim financial         14
                 information.

Exhibit (23)(a)  Consent of Ernst & Young LLP.                 15

Exhibit (23)(b)  Consent of Ropes & Gray (included in          13
                 Exhibit (5)).          

Exhibit (24)     Power of Attorney (See page 9 above)           9

                               - 12 -
SECRETARY'S CERTIFICATE

     I, ROBERT J. MALLEY, the duly elected and acting secretary of
STATE STREET BOSTON CORPORATION, a corporation organized under the
laws of the Commonwealth of Massachusetts and having its principal
office at 225 Franklin Street, Boston, Massachusetts 02101 (the
"Corporation"), DO HEREBY CERTIFY that:

     1.  Attached hereto as Appendix A is a true copy of votes
         duly adopted by the Board of Directors of the
         Corporation on December 16, 1993 and in full force and
         effect on the date hereof.

     2.  Attached hereto as Appendix B is a true copy of a vote 
         duly adopted by the Stockholders of the Corporation on
         April 20, 1994 and in full force and effect on the date
         hereof.

     IN WITNESS WHEREOF, I have executed this Certificate thereunto
duly authorized and affixed the seal of the Corporation this 17th
day of January, 1995.

                                           Robert J. Malley
                                   ______________________________
                                              Secretary          

(Seal)
APPENDIX A

           1994 STOCK OPTION AND PERFORMANCE UNIT PLAN

VOTED:    To adopt the 1994 Stock Option and Performance Unit
          Plan (The "Plan"), in the form presented to this
          meeting, subject to stockholder approval, with the
          changes therein from that approved on December 16, 1993
          and as approved and recommended for adoption by the 
          Executive Compensation Committee, with such further
          changes therein as any one of the Chairman, the Vice
          Chairman, the Treasurer and the Executive Vice
          President of Global Human Resources, with the advice of
          counsel, may deem necessary, and such officers be, and
          hereby are, authorized to present the Plan to the
          stockholders for approval at the Annual Meeting of
          Stockholders to be held on April 20, 1994;

VOTED:    That contingent upon the approval of the Plan by the
          stockholders at the next Annual Meeting,

               (A)  to reserve 3,500,000 shares of the
          Corporation's Common Stock, $1 par value, for issuance
          pursuant to the Plan;

               (B)  that the Corporation issue from time to time
          up to 3,500,000 shares pursuant to the Plan;

               (C)  the Chairman, the Vice Chairman, the
          Treasurer, and the Senior Vice President and General
          Counsel, be, and each of them hereby is, authorized and
          directed acting individually (i) to cause to be
          registered under the Securities Act of 1993 up to 
          3,500,000 shares of the Common Stock, $1 par value, of
          the Corporation in connection with the Plan together
          with stock appreciation rights granted under such Plan,
          in such form and upon such terms as such officers may
          approve, as conclusively evidenced by the execution of
          a registration statement on Form S-8 with respect to
          such securities; (ii) to incorporate into such
          registration statement such changes or amendments as
          the Securities and Exchange Commission or counsel for
          the Corporation may direct or recommend; and that such
          officers, be, and each of them hereby is, authorized in
          the name and on behalf of the Corporation to execute,
          affix the corporate seal thereto, deliver and file all
          documents and other papers and take all other action
          which they, or any of them, may deem necessary or
          appropriate in order to effect said registration or in
          connection therewith; and (iii) to take any action that
          may be required by the National Association of
          Securities Dealers with respect to the securities or
the trading of the securities in the NASDAQ Over-the-
          Counter National Market System;

               (D)  the Corporation, and any and all of the
          directors of the Corporation, independently of the
          others, are hereby authorized to give one or more
          powers of attorney to Messrs. Marshall N. Carter, David
          A. Spina, George J. Fesus, and Robert J. Malley, and
          each of them, authorizing them, acting jointly and
          singly, to sign for the Corporation and/or for such
          officers in their several capacities, any registration
          statement on Form S-8 filed with the Securities and
          Exchange Commission or any and all post-effective
          amendments to such registration statement;

               (E)  it is desirable and in the best interest of
          the Corporation that the securities to be offered
          pursuant to the Plan be qualified or registered in
          various states where its employees reside; that the
          Chairman, the Vice Chairman, the Treasurer, and the
          Senior Vice President and General Counsel, be, and each
          of them hereby is, authorized to determine the states
          in which appropriate actions shall be taken to qualify
          or register for sale such securities as such officers
          may deem advisable; that such officers are hereby
          authorized to perform on behalf of the Corporation any
          and all such acts as they may deem necessary or
          advisable in order to comply with the applicable laws
          or any such states and in connection therewith to
          execute and file all requisite papers and documents
          including, but not limited to, applications, reports,
          surety bonds, irrevocable consents and appointment of
          attorneys for service of process; and the execution by
          such officers of any such paper or document or the
          doing by them of any act in connection with the
          foregoing matters shall conclusively establish their
          authority therefor from the Corporation and the
          approval and ratification by the Corporation of the
          papers and documents so executed and the action so
          taken;

               (F)  in connection with the immediately preceding
          authorization, the Chairman, the Vice Chairman, the
          Treasurer, and the Senior Vice President and General
          Counsel, be, and each of them hereby is, authorized and
          directed in the name and on behalf of the Corporation
          to take any and all action which any of them may deem
          necessary or advisable in order to register the
          Corporation as a dealer or broker in any state or
          states wherein such registration is required or
          advisable for the purpose of offering therein the
          securities of the Corporation pursuant to the Plan, and
          in connection therewith to execute, acknowledge,
          verify, deliver, file and publish all such
          applications, reports, resolutions and other papers and

                               - 2 -
instruments as may be required under such securities
          laws, and to take any and all further action which they
          may deem necessary or advisable in order to maintain
          any such registration for as long as they deem to be in
          the best interests of the Corporation;

VOTED:    That the Chairman, the Vice Chairman, the Treasurer,
          the Senior Vice President and General Counsel and the
          Executive Vice President of Global Human Resources be,
          and each hereby is, authorized and directed, for and on
          behalf of the Corporation, to take all other action and
          to execute all other agreements and documents as any
          such officer deems necessary or appropriate to
          effectuate the foregoing votes and to carry out the
          purposes thereof, the taking of any such action and the
          execution of any such agreement or document
          conclusively to evidence the due authorization thereof
          by the Corporation; and

VOTED:    That all actions heretofore taken by any officer or
          director of the Corporation in connection with the
          matters contemplated by the foregoing resolutions be,
          and they hereby are, ratified and approved in all
          respects. 

                                                (Holding Company)

                               - 3 -
APPENDIX B

VOTED:    That the 1994 Stock Option and Performance Unit Plan of
          the Corporation, set forth as Exhibit A to the Proxy
          Statement for this meeting, be approved.