As filed with the Securities and Exchange Commission on September 25, 1997
                                                     Registration No. 333-
=============================================================================

                      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 CORPORATION
                          1997 EQUITY INCENTIVE PLAN
                           (Full Title of the Plan)

                              JOHN R. TOWERS, 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:

                            CHAMPE A. FISHER, 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   8,000,000      $55.24       $441,911,271 $133,913
   $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 maximum
     aggregate offering price is estimated to be $441,911,271 which 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
     average of the high and low price for the Registrant's Common Stock as
     reported on the New York Stock Exchange on September 23, 1997.
<PAGE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Registrant hereby incorporates the following documents herein by 
reference:

     (1)  The Registrant's Annual Report on Form 10-K for the fiscal year
          ended December 31, 1996, as filed with the Securities and Exchange
          Commission (the "Commission") on March 26, 1997.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the period ended 
          March 31, 1997, as filed with the Commission on May 14, 1997, and
          for the period ended June 30, 1997, as filed with the Commission on
          August 14, 1997.

     (3)  The description of the Registrant's Common Stock included in the 
          Registrant's effective registration statement report on Form 8A, as
          filed with the Commission on January 18, 1995. 
     
     (4)  The Registrant's Current Report on Form 8-K dated December 20, 1996.

     (5)  The Registrant's Current Report on Form 8-K dated March 11, 1997.

     (6)  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 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.

                                     - 2 -



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 13,330 shares
of Common Stock of the Registrant.  In addition a total of 1,200 shares of
Common Stock of the Registrant were owned beneficially by Ropes & Gray
attorneys participating in this matter.  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 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 Registrant (Article 6) 
provide the following:

     The Corporation shall to the fullest extent legally permissible indemnify
     each person who is or was a director, officer, employee or other agent of
     the corporation and each person who is or was serving at the request of
     the corporation as a director, trustee, officer, employee or other agent
     of another corporation or of any partnership, joint venture, trust,
     employee benefit plan or other enterprise or organization against all
     liabilities, costs and expenses, including but not limited to amounts
     paid in satisfaction of judgments, in settlement or as fines and
     penalties, and counsel fees and disbursements, reasonably incurred by him
     in connection with the defense or disposition of or 

                                    - 3 -


     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 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

                                     - 4 -


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

     The right of indemnification hereby provided shall not be exclusive of or 
     affect any other rights to which any director, officer, employee, agent
     or trustee may be entitled or which may lawfully be granted to him.  As
     used herein, the terms "director," "officer," "employee," "agent" and
     "trustee" include their respective executors, administrators and other
     legal representatives, an "interested" person is one against whom the
     action, suit or other proceeding in question or another action, suit or
     other proceeding on the same or similar grounds is then or had been
     pending or threatened, and a "disinterested" person is a person against
     whom no such action, suit or other proceeding is then or had been pending
     or threatened.

     By action of the board of directors, notwithstanding any interest of the 
     directors in such action, the corporation may purchase and maintain
     insurance, in such amounts as the board of directors may from time to
     time deem appropriate, on behalf of any person who is or was a director,
     officer, employee or other agent of the corporation, or is or was serving
     at the request of the corporation as a director, trustee, officer,
     employee or other agent of another corporation or of any partnership,
     joint venture, trust, employee benefit plan or other enterprise or
     organization against any liability incurred by him in any such capacity,
     or arising out of his status as such, whether or not the corporation
     would have the power to indemnify him against such liability.


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

                                   - 5 -


     Article 6 of the Registrant's Restated Articles of Organization provides
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 ofArticle Six shall not
eliminate the liability of a director to the extent suchliability is imposed
by applicable law (i) for any breach of the director'sduty of loyalty to this
corporation or its stockholders, (ii) for acts oromissions not in good faith
or which involve intentional misconduct or aknowing violation or law, (iii)
for any transaction from which the directorderived an improper personal
benefit, or (iv) for paying a dividend, approvinga stock repurchase or making
loans which are illegal under certain provisionsof 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, 1995, and amendment thereto filed with 
                   the Securities and Exchange Commission as Exhibit 3.4 to
                   Registrant's Quarterly Report on Form 10-Q for the period
                   ended June 30, 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, 1995, and
                   incorporated by reference).

5.1                Opinion of Counsel.                                   

15.1               Letter re unaudited interim financial information.

                                    - 6 -


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 Corporation 1997 Equity Incentive 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)(i) and (a)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

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

                                  - 7 -


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

                                    - 7 -

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 September 24, 1997.


                                       STATE STREET CORPORATION

                                       By: /s/Rex S. Schuette             
                                          ----------------------------
                                               Rex S. Schuette
                                          Senior Vice President and 
                                                Comptroller





     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 18, 1997.


     We, the undersigned officers and directors of State Street Corporation
(the "Corporation") hereby severally constitute and appoint Ronald L.
O'Kelley, John R. Towers and Rex S. Schuette, and each of them singly, our
true and lawful attorneys with full power to them, and each of them  singly,
to sign for us and in our names in the capacities as 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 -
<PAGE>

     Signature                            Title     
     ---------                            -----
                         
_____/s/Marshall N. Carter____    Chairman and Chief Executive Officer
     Marshall N. Carter          and Director (Principal Executive Officer)
                                             
                                             
_____/s/Ronald L. O'Kelley____   Executive Vice President and Chief 
     Ronald L. O'Kelley          Financial Officer (Principal Financial    
                                 Officer)

____/s/Rex S. Schuette________   Senior Vice President and Comptroller
      Rex S. Schuette            (Principal Accounting Officer)


____/s/Tenley E. Albright_____   Director
      Tenley E. Albright          


____/s/Joseph A. Baute________   Director
      Joseph A. Baute          
                    
                    
____/s/I. MacAllister Booth___   Director
     I. MacAllister Booth          
                    
                    
____/s/James I. Cash, Jr._____   Director                    
      James I. Cash, Jr.                                   
                                             
                                             
___/s/Truman S. Casner________   Director
      Truman S. Casner                                   
                                             
                                             
___/s/Nader F. Darehshori_____   Director                    
      Nader F. Darehshori                                   
                                             
                                             
___/s/Arthur L. Goldstein_____   Director
      Arthur L. Goldstein                                    
                                             
                                             
___/s/Charles F. Kaye_________   Director
       Charles F. Kaye                                   
                                             
                                             
___/s/John M. Kucharski_______   Director
      John M. Kucharski                                   


___/s/Charles R. LaMantia_____   Director                    
      Charles R. LaMantia                                   
                                             

                                  - 10 -


                                             
___/s/David B. Perini_________   Director                    
      David B. Perini                                   
                                             
                                             
___/s/Dennis J. Picard________   Director               
      Dennis J. Picard                                   
                                             
                                             
______________________________   Director     
         Alfred Poe                                   
                                             
                                             
___/s/Bernard Reznicek________  Director               
       Bernard Reznicek                                   
                                             
                                             
___/s/David A. Spina__________   Director                    
       David A. Spina                                   
                                             
                                             
___/s/Robert E. Weissman_____    Director                    
     Robert E. Weissman     

                                   - 11 -

<PAGE>
                             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, 1995, and amendment thereto filed with
                  the Securities and Exchange Commission as Exhibit 3.4 to
                  Registrant's Quarterly Report on Form 10-Q for the period
                  ended June 30, 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, 1995, 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 Corporation 1997 Equity Incentive Plan


                                    - 12 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26872}]
{"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": "333-36409", "film-number": "97685689"}, "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 September 25, 1997
                                                     Registration No. 333-
=============================================================================

                      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 CORPORATION
                          1997 EQUITY INCENTIVE PLAN
                           (Full Title of the Plan)

                              JOHN R. TOWERS, 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:

                            CHAMPE A. FISHER, 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   8,000,000      $55.24       $441,911,271 $133,913
   $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 maximum
     aggregate offering price is estimated to be $441,911,271 which 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
     average of the high and low price for the Registrant's Common Stock as
     reported on the New York Stock Exchange on September 23, 1997.
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, 1996, as filed with the Securities and Exchange
          Commission (the "Commission") on March 26, 1997.

     (2)  The Registrant's Quarterly Report on Form 10-Q for the period ended 
          March 31, 1997, as filed with the Commission on May 14, 1997, and
          for the period ended June 30, 1997, as filed with the Commission on
          August 14, 1997.

     (3)  The description of the Registrant's Common Stock included in the 
          Registrant's effective registration statement report on Form 8A, as
          filed with the Commission on January 18, 1995. 
     
     (4)  The Registrant's Current Report on Form 8-K dated December 20, 1996.

     (5)  The Registrant's Current Report on Form 8-K dated March 11, 1997.

     (6)  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 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.

                                     - 2 -

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 13,330 shares
of Common Stock of the Registrant.  In addition a total of 1,200 shares of
Common Stock of the Registrant were owned beneficially by Ropes & Gray
attorneys participating in this matter.  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 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 Registrant (Article 6) 
provide the following:

     The Corporation shall to the fullest extent legally permissible indemnify
     each person who is or was a director, officer, employee or other agent of
     the corporation and each person who is or was serving at the request of
     the corporation as a director, trustee, officer, employee or other agent
     of another corporation or of any partnership, joint venture, trust,
     employee benefit plan or other enterprise or organization against all
     liabilities, costs and expenses, including but not limited to amounts
     paid in satisfaction of judgments, in settlement or as fines and
     penalties, and counsel fees and disbursements, reasonably incurred by him
     in connection with the defense or disposition of or 

                                    - 3 -

     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 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

                                     - 4 -

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

     The right of indemnification hereby provided shall not be exclusive of or 
     affect any other rights to which any director, officer, employee, agent
     or trustee may be entitled or which may lawfully be granted to him.  As
     used herein, the terms "director," "officer," "employee," "agent" and
     "trustee" include their respective executors, administrators and other
     legal representatives, an "interested" person is one against whom the
     action, suit or other proceeding in question or another action, suit or
     other proceeding on the same or similar grounds is then or had been
     pending or threatened, and a "disinterested" person is a person against
     whom no such action, suit or other proceeding is then or had been pending
     or threatened.

     By action of the board of directors, notwithstanding any interest of the 
     directors in such action, the corporation may purchase and maintain
     insurance, in such amounts as the board of directors may from time to
     time deem appropriate, on behalf of any person who is or was a director,
     officer, employee or other agent of the corporation, or is or was serving
     at the request of the corporation as a director, trustee, officer,
     employee or other agent of another corporation or of any partnership,
     joint venture, trust, employee benefit plan or other enterprise or
     organization against any liability incurred by him in any such capacity,
     or arising out of his status as such, whether or not the corporation
     would have the power to indemnify him against such liability.

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

                                   - 5 -

     Article 6 of the Registrant's Restated Articles of Organization provides
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 ofArticle Six shall not
eliminate the liability of a director to the extent suchliability is imposed
by applicable law (i) for any breach of the director'sduty of loyalty to this
corporation or its stockholders, (ii) for acts oromissions not in good faith
or which involve intentional misconduct or aknowing violation or law, (iii)
for any transaction from which the directorderived an improper personal
benefit, or (iv) for paying a dividend, approvinga stock repurchase or making
loans which are illegal under certain provisionsof 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, 1995, and amendment thereto filed with 
                   the Securities and Exchange Commission as Exhibit 3.4 to
                   Registrant's Quarterly Report on Form 10-Q for the period
                   ended June 30, 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, 1995, and
                   incorporated by reference).

5.1                Opinion of Counsel.                                   

15.1               Letter re unaudited interim financial information.

                                    - 6 -

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 Corporation 1997 Equity Incentive 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)(i) and (a)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

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

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

                                  - 7 -

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

                                    - 7 -

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 September 24, 1997.

                                       STATE STREET CORPORATION

                                       By: /s/Rex S. Schuette             
                                          ----------------------------
                                               Rex S. Schuette
                                          Senior Vice President and 
                                                Comptroller

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 18, 1997.

     We, the undersigned officers and directors of State Street Corporation
(the "Corporation") hereby severally constitute and appoint Ronald L.
O'Kelley, John R. Towers and Rex S. Schuette, and each of them singly, our
true and lawful attorneys with full power to them, and each of them  singly,
to sign for us and in our names in the capacities as 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 Comptroller
      Rex S. Schuette            (Principal Accounting Officer)

____/s/Tenley E. Albright_____   Director
      Tenley E. Albright          

____/s/Joseph A. Baute________   Director
      Joseph A. Baute          
                    
                    
____/s/I. MacAllister Booth___   Director
     I. MacAllister Booth          
                    
                    
____/s/James I. Cash, Jr._____   Director                    
      James I. Cash, Jr.                                   
                                             
                                             
___/s/Truman S. Casner________   Director
      Truman S. Casner                                   
                                             
                                             
___/s/Nader F. Darehshori_____   Director                    
      Nader F. Darehshori                                   
                                             
                                             
___/s/Arthur L. Goldstein_____   Director
      Arthur L. Goldstein                                    
                                             
                                             
___/s/Charles F. Kaye_________   Director
       Charles F. Kaye                                   
                                             
                                             
___/s/John M. Kucharski_______   Director
      John M. Kucharski                                   

___/s/Charles R. LaMantia_____   Director                    
      Charles R. LaMantia                                   
                                             

                                  - 10 -

                                             
___/s/David B. Perini_________   Director                    
      David B. Perini                                   
                                             
                                             
___/s/Dennis J. Picard________   Director               
      Dennis J. Picard                                   
                                             
                                             
______________________________   Director     
         Alfred Poe                                   
                                             
                                             
___/s/Bernard Reznicek________  Director               
       Bernard Reznicek                                   
                                             
                                             
___/s/David A. Spina__________   Director                    
       David A. Spina                                   
                                             
                                             
___/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, 1995, and amendment thereto filed with
                  the Securities and Exchange Commission as Exhibit 3.4 to
                  Registrant's Quarterly Report on Form 10-Q for the period
                  ended June 30, 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, 1995, 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 Corporation 1997 Equity Incentive Plan

                                    - 12 -