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<p align="center"><font face="Times New Roman" size="2">As filed with the Securities and
Exchange Commission on September 20, 2002 </font></p>

<p align="right"><font face="Times New Roman" size="2">Registration No. ___-____</font></p>

<hr color="#000000">

<p align="center"><font face="Times New Roman" size="2"><strong>SECURITIES AND EXCHANGE
COMMISSION <br>
WASHINGTON, D.C. 20549 </strong><br>
______________________ </font></p>

<p align="center"><strong><font face="Times New Roman" size="2">FORM S-8 <br>
REGISTRATION STATEMENT <br>
Under the <br>
SECURITIES ACT OF 1933 </font></strong></p>

<p align="center"><font face="Times New Roman" size="2">______________________ </font></p>

<p align="center"><font face="Times New Roman" size="2"><strong>STATE STREET CORPORATION <br>
</strong>(Exact Name of Registrant as Specified in Its Charter) </font></p>
<div align="center"><center>

<table cellSpacing="0" cellPadding="0" width="100%" border="0">
  <tr>
    <td width="50%"><p align="center"><strong><font face="Times New Roman" size="2">MASSACHUSETTS
    </font></strong></td>
    <td width="50%"><p align="center"><strong><font face="Times New Roman" size="2">04-2456637</font></strong></td>
  </tr>
  <tr>
    <td width="50%"><p align="center"><font face="Times New Roman" size="2">(State or Other
    Jurisdiction of <br>
    Incorporation or Organization)</font></td>
    <td width="50%"><p align="center"><font face="Times New Roman" size="2">(I.R.S. Employer <br>
    Identification No.)</font></td>
  </tr>
</table>
</center></div>

<p align="center"><font face="Times New Roman" size="2"><strong>225 Franklin Street,
Boston, Massachusetts 02110 <br>
</strong>(Address of Principal Executive Offices) (Zip Code) </font></p>

<p align="center"><font face="Times New Roman" size="2"><strong>STATE STREET CORPORATION <br>
1997 EQUITY INCENTIVE PLAN <br>
</strong>(Full Title of the Plan) </font></p>

<p align="center"><font face="Times New Roman" size="2"><strong>MAUREEN SCANNELL BATEMAN,
ESQ. <br>
Executive Vice President and General Counsel <br>
State Street Corporation <br>
225 Franklin Street, Boston, Massachusetts 02110 <br>
</strong>(Name and Address of Agent For Service) </font></p>

<p align="center"><font face="Times New Roman" size="2"><strong>(617)786-3000 <br>
</strong>(Telephone Number, Including Area Code, of Agent For Service) </font></p>

<p align="center"><font face="Times New Roman" size="2">Copy to: </font></p>

<p align="center"><strong><font face="Times New Roman" size="2">ROBERT F. HAYES, ESQ. <br>
Ropes &amp; Gray <br>
One International Place <br>
Boston, Massachusetts 02110 <br>
(617)951-7000 </font></strong></p>

<p align="center"><strong><font face="Times New Roman" size="2">CALCULATION OF
REGISTRATION FEE </font></strong></p>

<p align="center">&nbsp;</p>

<hr color="#000000">
<div align="center"><center>

<table cellSpacing="0" cellPadding="0" width="100%" border="0">
  <tr>
    <td vAlign="bottom" width="20%"><strong><font face="Times New Roman" size="2">Title of
    Securities <br>
    <u>to be Registered (1)</u></font></strong></td>
    <td vAlign="bottom" width="20%" align="left"><p align="center"><font
    face="Times New Roman" size="2"><strong>Amount to be&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u><br>
    Registered (1)&nbsp;&nbsp;&nbsp;&nbsp; </u></strong></font></td>
    <td vAlign="bottom" width="20%" align="left"><p align="center"><font
    face="Times New Roman" size="2"><strong>Proposed Maximum&nbsp; <br>
    Offering Price&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u><br>
    Per Share (2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></strong></font></td>
    <td vAlign="bottom" width="20%" align="left"><p align="center"><strong><font
    face="Times New Roman" size="2">Proposed Maximum<br>
    Aggregate Offering<br>
    <u>Price (2)
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    </u></font></strong></td>
    <td vAlign="bottom" width="20%" align="left"><p align="center"><font
    face="Times New Roman" size="2"><strong>Amount
    of&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
    <u>Registration Fee</u></strong></font></td>
  </tr>
  <tr>
    <td width="20%"><font face="Times New Roman" size="2">Common Stock<br>
    $1 Par Value</font></td>
    <td vAlign="top" align="middle" width="20%"><p align="center"><font face="Times New Roman"
    size="2">15,000,000 shares</font></td>
    <td vAlign="top" align="center" width="20%"><font face="Times New Roman" size="2">&nbsp;$&nbsp;40.135
    </font></td>
    <td vAlign="top" align="center" width="20%"><font face="Times New Roman" size="2">$602,025,000
    &nbsp; </font></td>
    <td vAlign="top" align="center" width="20%"><font face="Times New Roman" size="2">$55,386
    &nbsp;&nbsp;</font></td>
  </tr>
</table>
</center></div>

<p><font face="Times New Roman" size="2">(1)&nbsp; Includes Preferred Share Purchase
Rights.&nbsp; Prior to the occurrence of certain events the Preferred Share Purchase
Rights will not be evidenced separately from the Common Stock.&nbsp; 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.</font></p>

<p><font face="Times New Roman" size="2">(2)&nbsp; Estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933.
The proposed maximum offering price per share and the proposed maximum aggregate offering
price are based upon the average of the high and low price for the Registrant's Common
Stock as reported on the New York Stock Exchange on September 18, 2002.</font></p>

<p>&nbsp;</p>

<hr>

<p class="MsoNormal" align="center"
style="text-align:center;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">EXPLANATORY
NOTE</p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in"
align="left">This Registration Statement covers 15,000,000 shares of the Registrant&#146;s
Common Stock (together with the attached Preferred Stock Purchase Rights) to be issued
pursuant to the Registrant&#146;s 1997 Equity Incentive Plan.<br>
</p>

<p align="center"><font face="Times New Roman">PART II </font></p>

<p align="center"><font face="Times New Roman">INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT <br>
</font></p>

<p><font face="Times New Roman"><strong>Item 3.&nbsp;&nbsp;&nbsp; Incorporation of
Documents by Reference.</strong></font></p>

<p><font face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Registrant hereby incorporates the following documents herein by reference:</font></p>
<div align="left">

<table border="0" cellspacing="0" width="763">
  <tr>
    <td width="103" align="right" valign="top"><font face="Times New Roman">(1)</font></td>
    <td width="53"><font face="Times New Roman">&nbsp;&nbsp; </font></td>
    <td width="1273">The Registrant's Annual Report on Form 10-K for the fiscal year ended
    December 31, 2001, as filed with the Securities and Exchange Commission (the
    &#147;Commission&#148;) on February 22, 2002.<br>
    <font face="Times New Roman"><br>
    </font></td>
  </tr>
  <tr>
    <td width="103" align="right" valign="top"><font face="Times New Roman">(2)</font></td>
    <td width="53"></td>
    <td width="1273">The Registrant's Quarterly Reports on Forms 10-Q for each of the periods
    ended March 31, 2002 and June 30, 2002, as filed with the Commission on May 3, 2002 and
    August 2, 2002, respectively<font face="Times New Roman">.<br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td width="103" align="right" valign="top"><font face="Times New Roman">(3)</font></td>
    <td width="53"></td>
    <td width="1273">The description of the Registrant's Common Stock is included in the
    Registrant's Registration Statements on Forms 8-A, as filed with the Commission on January
    18, 1995 and March 7, 1995, as supplemented by the description of the Registrant&#146;s
    Preferred Stock Purchase Rights attached to the Common Stock included in the
    Registrant&#146;s Registration Statement on Forms 8-A, as filed with the Commission on
    January 18, 1995 and March 7, 1995 and as updated by Form 8-A/A filed with the Securities
    and Exchange Commission on July 7, 1998, and incorporated by reference.<br>
    <font face="Times New Roman"><br>
    </font></td>
  </tr>
  <tr>
    <td width="103" align="right" valign="top"><font face="Times New Roman">(4)</font></td>
    <td width="53"></td>
    <td width="1273">The Registrant&#146;s Current Reports on Forms 8-K dated March 12, 2002,
    April 30, 2002, August 2, 2002, August 7, 2002, August 13, 2002, August 19, 2002 and
    September 18, 2002, respectively.<br>
    <font face="Times New Roman"><br>
    </font></td>
  </tr>
  <tr>
    <td width="103" align="right" valign="top"><font face="Times New Roman">(5)</font></td>
    <td width="53"></td>
    <td width="1273">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 &#147;Exchange
    Act&#148;) since the end of the fiscal year covered by the Registrant&#146;s Annual Report
    referred to above.</td>
  </tr>
</table>
</div>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 incorporated by reference in the registration statement and shall be
deemed to be part thereof from the date of filing of such documents.&nbsp; Any statement
contained herein or in a document incorporated by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement.&nbsp; Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement<font
face="Times New Roman">.<br>
</font></p>

<p align="center"><font face="Times New Roman">2</font></p>

<hr>

<p><font face="Times New Roman"><strong>Item 4. Description of Securities.</strong></font></p>

<p><font face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.</font></p>

<p align="left"><font face="Times New Roman"><strong>Item 5.&nbsp; Interests of Named
Experts and Counsel.</strong></font></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The validity of the
shares to be offered hereby will be passed upon for the Registrant by Ropes &amp;
Gray.&nbsp; Truman S. Casner, of counsel to Ropes &amp; Gray, is a director of the
Registrant and owns beneficially a total of 40,984 shares of Common Stock of the
Registrant. No shares of Common Stock of the Registrant are owned by Ropes &amp; Gray and
325 shares of Common Stock are owned beneficially by Ropes &amp; Gray attorneys
participating in this matter.&nbsp; Ropes &amp; Gray performs legal services for the
Registrant from time to time.</p>

<p><font face="Times New Roman"><strong>Item 6.&nbsp; Indemnification of Directors and
Officers.</strong></font></p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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.</p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Restated Articles of Organization of the Registrant (Article 6) provide the following:</p>

<p class="MsoNormal"
style="margin-left:37.4pt;text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">The
Corporation shall to the fullest extent legally permissible indemnify each person who is
or was a director, officer, employee or other agent of the corporation and each person who
is or was serving at the request of the corporation as a director, trustee, officer,
employee or other agent of another corporation or of any partnership, joint venture,
trust, employee benefit plan or other enterprise or organization against all liabilities,
costs and expenses, including but not limited to amounts paid in satisfaction of
judgments, in settlement or as fines and penalties, and counsel fees and disbursements,
reasonably incurred by him in connection with the defense or disposition of or otherwise
in connection with or resulting from any action, suit or other proceeding, whether civil,
criminal, administrative or investigative, before any court or administrative or
legislative or investigative body, in which he may be or may have been involved as a party
or otherwise or with which he may be or may have been threatened, while in office or
thereafter, by reason of his being or having been such a director, officer, employee,
agent or trustee, or by reason of any action taken or not taken in any such capacity,
except with respect to any matter as to which he shall have been finally adjudicated by a
court of competent jurisdiction not to have acted in good faith in the reasonable belief
that his action was in the best interests of the corporation (any person serving another
organization in one or more of the indicated capacities at the request of the corporation
who shall not have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interest of such other organization
shall be deemed so to have acted in good faith with respect to the corporation) or to the
extent that such matter relates to service with respect to an employee benefit plan, in
the best interest of the participants or beneficiaries of such employee benefit </p>

<p align="center">3</p>

<hr>

<p class="MsoNormal"
style="margin-left:37.4pt;text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">plan.&nbsp;
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.</p>

<p class="MsoNormal"
style="margin-left:37.4pt;text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">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.</p>

<p class="MsoNormal"
style="margin-left:37.4pt;text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">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.&nbsp; 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.</p>

<p class="MsoNormal"
style="margin-left:37.4pt;text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">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.&nbsp; As used herein, the terms &quot;director,&quot;
&quot;officer,&quot; &quot;employee,&quot; &quot;agent&quot; and &quot;trustee&quot;
include their respective executors, administrators and other legal representatives, an
&quot;interested&quot; 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 &quot;disinterested&quot; person is a person
against whom no such action, suit or other proceeding is then or had been pending or
threatened.</p>

<p class="MsoNormal"
style="margin-left:37.4pt;text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">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. </p>

<p align="center">4 </p>

<hr>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, the Registrant maintains a directors' and officers' liability insurance
policy.</p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Article 6 of the Registrant's Restated Articles of Organization provides that a director
of the corporation shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability, provided, however, that this paragraph of
Article 6 does not eliminate the liability of a director to the extent such liability is
imposed by applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation or law, (iii) for any transaction
from which the director derived an improper personal benefit, or (iv) for paying a
dividend, approving a stock repurchase or making loans which are illegal under certain
provisions of Massachusetts law, as the same exists or hereafter may be amended.<font
face="Times New Roman"><br>
</font></p>

<p><font face="Times New Roman"><strong>Item 7.&nbsp; Exemption From Registration Claimed.</strong></font></p>

<p><font face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not Applicable.</font></p>

<p><font face="Times New Roman"><strong>Item 8.&nbsp; Exhibits.</strong></font></p>
<div align="center"><center>

<table cellSpacing="0" cellPadding="0" width="100%" border="0">
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman"><u>Exhibit No.</u></font></td>
    <td width="75%"><font face="Times New Roman"><u>Description<br>
    <br>
    </u></font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">4.1</font></td>
    <td vAlign="top" width="75%">Restated Articles of Organization, as amended (filed with the
    Securities and Exchange Commission as Exhibit 3.1 to Registrant&#146;s Quarterly Report on
    Form 10-Q for the period ended June 30, 2001, and incorporated by reference).<font
    face="Times New Roman"><br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">4.2</font></td>
    <td vAlign="top" width="75%">By-laws as amended (filed with the Securities and Exchange
    Commission as Exhibit 3.2 to Registrant&#146;s Annual Report on Form 10-K for the fiscal
    year ended December 31, 1991, and incorporated by reference).<font face="Times New Roman"><br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">4.3</font></td>
    <td vAlign="top" width="75%">The description of the Registrant&#146;s Common Stock is
    included in the Registrant&#146;s Registration Statement on Forms 8-A, as filed with the
    Securities and Exchange Commission on January 18, 1995 and March 7, 1995, as supplemented
    by the description of the Registrant&#146;s Preferred Stock Purchase Rights attached to
    the Common Stock included in the Registrant&#146;s Registration Statement on Forms 8-A, as
    filed with the Securities and Exchange Commission on January 18, 1995 and March 7, 1995
    and as updated by Form 8-A/A filed with the Securities and Exchange Commission on July 7,
    1998, and incorporated by reference.<br>
    <br>
    </td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">4.4</font></td>
    <td vAlign="top" width="75%">Amended and Restated Rights Agreement dated as of June 18,
    1998 between Registrant and BankBoston, N.A., Rights Agent (filed with the Securities and
    Exchange Commission as Exhibit 99.1 to Registrant&#146;s Current Report on Form 8-K dated
    June 18, 1998, and incorporated by reference).<br>
    <br>
    </td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">5.1</font></td>
    <td vAlign="top" width="75%"><font face="Times New Roman">Opinion of Counsel.<br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">15.1</font></td>
    <td vAlign="top" width="75%"><font face="Times New Roman">Letter re unaudited interim
    financial information.<br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">23.1<br>
    </font></td>
    <td vAlign="top" width="75%"><font face="Times New Roman">Consent of Ernst &amp; Young
    LLP.<br>
    <br>
    </font></td>
  </tr>
</table>
</center></div>

<p align="center"><font face="Times New Roman">5</font></p>

<hr>
<div align="center"><center>

<table cellSpacing="0" cellPadding="0" width="100%" border="0">
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">23.2</font></td>
    <td vAlign="top" width="75%"><font face="Times New Roman">Consent of Ropes &amp; Gray
    (included in Exhibit 5.1).<br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">24.1</font></td>
    <td vAlign="top" width="76%"><font face="Times New Roman">Power of Attorney (contained in
    Part II hereof under Signature and Power of Attorney).<br>
    <br>
    </font></td>
  </tr>
  <tr>
    <td vAlign="top" width="24%"><font face="Times New Roman">99.1</font></td>
    <td vAlign="top" width="76%"><font face="Times New Roman">State Street Corporation 1997
    Equity Incentive Plan, as amended.</font></td>
  </tr>
</table>
</center></div>

<p>&nbsp;</p>

<p><font face="Times New Roman"><strong>Item 9. Undertakings.</strong></font></p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The undersigned Registrant hereby undertakes:</p>

<p class="MsoNormal"
style="text-align:justify;text-indent:37.4pt;tab-stops:74.8pt 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">(1)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement; </p>

<p class="MsoNormal"
style="margin-left:76.5pt;text-align:justify;text-indent:
-76.5pt;tab-stops:.5in 74.8pt 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;</p>

<p class="MsoNormal"
style="margin-left:76.5pt;text-align:justify;text-indent:
-76.5pt;tab-stops:.5in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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;</p>

<p class="MsoNormal"
style="margin-left:76.5pt;text-align:justify;text-indent:
-76.5pt;tab-stops:.5in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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; <u>provided,
however</u>, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.</p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 <u>bona
fide</u> offering thereof.</p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.</p>

<p class="MsoNormal"
style="text-align:justify;tab-stops:.5in 1.0in 1.5in 2.0in 2.5in 3.0in 3.5in 4.0in 4.5in 5.0in">(b)The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial <u>bona fide</u> offering
thereof.</p>

<p align="center">6</p>

<hr>

<p class="MsoBodyText">(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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.&nbsp; 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.</p>

<p align="center"><font face="Times New Roman">7</font></p>

<hr>

<p align="center"><font face="Times New Roman">SIGNATURES AND POWER OF ATTORNEY </font></p>

<p>&nbsp;</p>

<p><font face="Times New Roman">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 20, 2002.</font></p>
<div align="center"><center>

<table cellSpacing="0" cellPadding="0" width="100%" border="0">
  <tr>
    <td width="55%"></td>
    <td width="45%"><p align="left"><font face="Times New Roman">STATE STREET CORPORATION</font></p>
    <p align="left">&nbsp;</td>
  </tr>
  <tr>
    <td width="55%"></td>
    <td width="45%"><p align="left"><font face="Times New Roman">By:<u> /s/Frederick P.
    Baughman
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u></font></td>
  </tr>
  <tr>
    <td width="55%"></td>
    <td width="45%"><blockquote>
      <p><font face="Times New Roman">Frederick P. Baughman<br>
      Senior Vice President, <br>
      Corporate Controller and<br>
      Chief Accounting Officer</font></p>
    </blockquote>
    </td>
  </tr>
</table>
</center></div>

<p>&nbsp;</p>

<p><font face="Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 20, 2002.</font></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Further, we, the
undersigned officers and directors of State Street Corporation (the
&quot;Corporation&quot;) hereby severally constitute and appoint Stefan M. Gavell, Maureen
Scannell Bateman and Frederick P. Baughman, 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 this
Registration Statement on Form S-8 of the Corporation, and generally to do all such things
in connection therewith 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 signed by our said attorneys or any of them,
to any and all amendments.</p>

<p align="left">&nbsp;</p>
<div align="left">

<table border="0" cellspacing="0" width="100%" cellpadding="0">
  <tr>
    <td vAlign="top" align="middle" width="38%" nowrap><p align="left"><font
    face="Times New Roman" size="3"><u>Signature</u></font></p>
    <p align="left">&nbsp;</td>
    <td vAlign="top" width="11%"></td>
    <td vAlign="top" width="51%"><p align="left"><u><font face="Times New Roman" size="3">Title</font></u></td>
  </tr>
  <tr>
    <td vAlign="top" align="left" width="38%" nowrap><p align="left"><font
    face="Times New Roman"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    /s/David A. Spina
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <big><br>
    </big></u>David A. Spina</font></td>
    <td vAlign="top" width="11%"></td>
    <td vAlign="top" width="51%"><font face="Times New Roman" size="3">Chairman, Chief
    Executive Officer and Director <br>
    (Principal Executive Officer)</font><big> </big><p>&nbsp;</td>
  </tr>
  <tr>
    <td vAlign="top" align="left" width="38%" nowrap><p align="left"><font
    face="Times New Roman"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    /s/Stefan M. Gavell &nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <big><br>
    </big></u>Stefan M. Gavell</font></td>
    <td vAlign="top" width="11%"></td>
    <td vAlign="top" width="51%"><font face="Times New Roman" size="3">Executive Vice
    President and Chief Financial Officer<br>
    (Principal Financial Officer)</font><big> </big><p>&nbsp;</td>
  </tr>
  <tr>
    <td vAlign="top" align="left" width="38%" nowrap><font face="Times New Roman" size="3"><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    /s/Frederick P. Baughman &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
    </u>Frederick P. Baughman</font></td>
    <td vAlign="top" width="11%"></td>
    <td vAlign="top" width="51%"><font face="Times New Roman" size="3">Senior Vice President,
    Corporate Controller and<br>
    Chief Accounting Officer <br>
    (Principal Accounting Officer)</font><big> </big><p>&nbsp;</td>
  </tr>
  <tr>
    <td vAlign="top" align="left" width="38%" nowrap></td>
    <td vAlign="top" width="11%"></td>
    <td vAlign="top" width="51%"></td>
  </tr>
</table>
</div>

<p>&nbsp;</p>

<hr>

<p>&nbsp;</p>
<div align="left">

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="38%" valign="top"><u>Name</u><p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top"><u>Title</u></td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;&nbsp;&nbsp;/s/Tenley E.
    Albright&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Tenley E. Albright<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/I. MacAllister
    Booth&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br>
    </u>I. MacAllister Booth<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/Truman S.
    Casner&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Truman S. Casner<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/Nader F.
    Darehshori&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Nader F. Darehshori<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/Arthur L. Goldstein
    &nbsp;&nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <br>
    </u>Arthur L. Goldstein<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/David P.
    Gruber&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>David P. Gruber<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;/s/Linda A. Hill
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Linda A. Hill<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/Charles R.
    LaMantia&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Charles R. LaMantia<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/Ronald E. Logue &nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Ronald E. Logue<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;/s/Dennis J. Picard &nbsp;&nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Dennis J. Picard<p>&nbsp;</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="38%" valign="top"><u>&nbsp;&nbsp;/s/Alfred Poe
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Alfred Poe</td>
    <td width="11%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
</table>
</div>

<p>&nbsp;</p>

<hr>

<p>&nbsp;</p>
<div align="left">

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="37%" valign="top"><u>Title</u></td>
    <td width="12%" valign="top"></td>
    <td width="51%" valign="top"><u>Signature</u><p>&nbsp;</td>
  </tr>
  <tr>
    <td width="37%" valign="top"><u>&nbsp;/s/Richard P.
    Sergel&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Richard P. Sergel<p>&nbsp;</td>
    <td width="12%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="37%" valign="top"><u>&nbsp;/s/Gregory L.
    Summe&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Gregory L. Summe<p>&nbsp;</td>
    <td width="12%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="37%" valign="top"><u>&nbsp;/s/Diana Chapman
    Walsh&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Diana Chapman Walsh<p>&nbsp;</td>
    <td width="12%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
  <tr>
    <td width="37%" valign="top"><u>&nbsp;&nbsp;/s/Robert E.
    Weissman&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <br>
    </u>Robert E. Weissman</td>
    <td width="12%" valign="top"></td>
    <td width="51%" valign="top">Director</td>
  </tr>
</table>
</div>

<p>&nbsp;</p>

<hr>

<p align="center"><u>INDEX TO EXHIBITS</u></p>

<p>&nbsp;</p>
<div align="left">

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="22%" valign="top"><u>Exhibit Number<br>
    <br>
    </u></td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top"><u>Exhibit</u></td>
  </tr>
  <tr>
    <td width="22%" valign="top">4.1</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Restated Articles of Organization as amended (filed with the
    Securities and Exchange Commission as Exhibit 3.1 to Registrant&#146;s Quarterly Report on
    Form 10-Q for the period ended June 30, 2001, and incorporated by reference).<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">4.2</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">By-laws as amended (filed with the Securities and Exchange
    Commission as Exhibit 3.2 to Registrant&#146;s Annual Report on Form 10-K for the fiscal
    year ended December 31, 1991, and incorporated by reference).<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">4.3</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">The description of the Registrant&#146;s Common Stock is
    included in the Registrant&#146;s Registration Statement on Forms 8-A, as filed with the
    Securities and Exchange Commission on January 18, 1995 and March 7, 1995, as supplemented
    by the description of the Registrant&#146;s Preferred Stock Purchase Rights attached to
    the Common Stock included in the Registrant&#146;s Registration Statement on Forms 8-A, as
    filed with the Securities and Exchange Commission on January 18, 1995 and March 7, 1995
    and as updated by Form 8-A/A filed with the Securities and Exchange Commission on July 7,
    1998, and incorporated by reference.<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">4.4</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Amended and Restated Rights Agreement dated as of June 18,
    1998 between Registrant and BankBoston, N.A., Rights Agent (filed with the Securities and
    Exchange Commission as Exhibit 99.1 to Registrant&#146;s Current Report on Form 8-K dated
    June 18, 1998, and incorporated by reference).<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">5.1</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Opinion of Counsel.<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">15.1</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Letter re unaudited interim financial information.<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">23.1</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Consent of Ernst &amp; Young LLP.<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">23.2</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Consent of Ropes &amp; Gray (included in Exhibit 5.1).<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">24.1</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">Power of Attorney (contained in Part II hereof under
    Signature and Power of Attorney).<p>&nbsp;</td>
  </tr>
  <tr>
    <td width="22%" valign="top">99.1</td>
    <td width="10%" valign="top"></td>
    <td width="68%" valign="top">State Street Corporation 1997 Equity Incentive Plan, as
    amended.</td>
  </tr>
</table>
</div>
</body>
</html>
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{"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": "333-99989", "film-number": "02769382"}, "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 20, 2002
Registration No. ___-____
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
Incorporation or Organization)
(I.R.S. Employer
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)
MAUREEN SCANNELL BATEMAN,
ESQ.
Executive Vice President and General Counsel
State Street Corporation
225 Franklin Street, Boston, Massachusetts 02110
(Name and Address of Agent For Service)
(617)786-3000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
ROBERT F. HAYES, ESQ.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
(617)951-7000
CALCULATION OF
REGISTRATION FEE
Title of
    Securities
to be Registered (1)
Amount to be
Registered (1)
Proposed Maximum
Offering Price
Per Share (2)
Proposed Maximum
Aggregate Offering
Price (2)
Amount
    of
Registration Fee
Common Stock
$1 Par Value
15,000,000 shares
$ 40.135
$602,025,000
$55,386
(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(h) under the Securities Act of 1933.
The proposed maximum offering price per share and the proposed maximum aggregate offering
price are based upon the average of the high and low price for the Registrant's Common
Stock as reported on the New York Stock Exchange on September 18, 2002.
EXPLANATORY
NOTE
This Registration Statement covers 15,000,000 shares of the Registrant's
Common Stock (together with the attached Preferred Stock Purchase Rights) to be issued
pursuant to the Registrant's 1997 Equity Incentive Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3.    Incorporation of
Documents by Reference.
The
Registrant hereby incorporates the following documents herein by reference:
(1)
The Registrant's Annual Report on Form 10-K for the fiscal year ended
    December 31, 2001, as filed with the Securities and Exchange Commission (the
    "Commission") on February 22, 2002.
(2)
The Registrant's Quarterly Reports on Forms 10-Q for each of the periods
    ended March 31, 2002 and June 30, 2002, as filed with the Commission on May 3, 2002 and
    August 2, 2002, respectively
.
(3)
The description of the Registrant's Common Stock is included in the
    Registrant's Registration Statements on Forms 8-A, as filed with the Commission on January
    18, 1995 and March 7, 1995, as supplemented by the description of the Registrant's
    Preferred Stock Purchase Rights attached to the Common Stock included in the
    Registrant's Registration Statement on Forms 8-A, as filed with the Commission on
    January 18, 1995 and March 7, 1995 and as updated by Form 8-A/A filed with the Securities
    and Exchange Commission on July 7, 1998, and incorporated by reference.
(4)
The Registrant's Current Reports on Forms 8-K dated March 12, 2002,
    April 30, 2002, August 2, 2002, August 7, 2002, August 13, 2002, August 19, 2002 and
    September 18, 2002, respectively.
(5)
All other reports filed by the Registrant with the Commission pursuant to
    Section 13(a) or Section 15 (d) of the Securities Exchange Act of 1934 (the "Exchange
    Act") since the end of the fiscal year covered by the Registrant's Annual Report
    referred to above.
All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then remaining
unsold, shall be incorporated by reference in the registration statement and shall be
deemed to be part thereof from the date of filing of such documents.  Any statement
contained herein or in a document incorporated by reference shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement
.
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, of counsel to Ropes & Gray, is a director of the
Registrant and owns beneficially a total of 40,984 shares of Common Stock of the
Registrant. No shares of Common Stock of the Registrant are owned by Ropes & Gray and
325 shares of Common Stock are owned beneficially by Ropes & Gray attorneys
participating in this matter.  Ropes & Gray performs legal 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 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
3
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 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.
4
In addition, the Registrant maintains a directors' and officers' liability insurance
policy.
Article 6 of the Registrant's Restated Articles of Organization provides that a director
of the corporation shall not be personally liable to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director notwithstanding any
provision of law imposing such liability, provided, however, that this paragraph of
Article 6 does not eliminate the liability of a director to the extent such liability is
imposed by applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation or law, (iii) for any transaction
from which the director derived an improper personal benefit, or (iv) for paying a
dividend, approving a stock repurchase or making loans which are illegal under certain
provisions of Massachusetts law, as the same exists or hereafter may be amended.
Item 7.  Exemption From Registration Claimed.
Not Applicable.
Item 8.  Exhibits.
Exhibit No.
Description
4.1
Restated Articles of Organization, as amended (filed with the
    Securities and Exchange Commission as Exhibit 3.1 to Registrant's Quarterly Report on
    Form 10-Q for the period ended June 30, 2001, 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, 1991, and incorporated by reference).
4.3
The description of the Registrant's Common Stock is
    included in the Registrant's Registration Statement on Forms 8-A, as filed with the
    Securities and Exchange Commission on January 18, 1995 and March 7, 1995, as supplemented
    by the description of the Registrant's Preferred Stock Purchase Rights attached to
    the Common Stock included in the Registrant's Registration Statement on Forms 8-A, as
    filed with the Securities and Exchange Commission on January 18, 1995 and March 7, 1995
    and as updated by Form 8-A/A filed with the Securities and Exchange Commission on July 7,
    1998, and incorporated by reference.
4.4
Amended and Restated Rights Agreement dated as of June 18,
    1998 between Registrant and BankBoston, N.A., Rights Agent (filed with the Securities and
    Exchange Commission as Exhibit 99.1 to Registrant's Current Report on Form 8-K dated
    June 18, 1998, and incorporated by reference).
5.1
Opinion of Counsel.
15.1
Letter re unaudited interim
    financial information.
23.1
Consent of Ernst & Young
    LLP.
5
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, as amended.
Item 9. Undertakings.
(a)       
The undersigned Registrant hereby undertakes:
(1)
        To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration statement;
(i)          To include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii)         To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement;
(iii)        To include any material information
with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2)        That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(3)        To remove from registration by means of a
post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)The
undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
6
(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.
7
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 20, 2002.
STATE STREET CORPORATION
By:
/s/Frederick P.
    Baughman
Frederick P. Baughman
Senior Vice President,
Corporate Controller and
Chief Accounting Officer
Pursuant to the
requirements of the Securities Act of 1933, this Registration Statement has been signed by
the following persons in the capacities indicated on September 20, 2002.
Further, we, the
undersigned officers and directors of State Street Corporation (the
"Corporation") hereby severally constitute and appoint Stefan M. Gavell, Maureen
Scannell Bateman and Frederick P. Baughman, 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 this
Registration Statement on Form S-8 of the Corporation, and generally to do all such things
in connection therewith 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 signed by our said attorneys or any of them,
to any and all amendments.
Signature
Title
/s/David A. Spina
David A. Spina
Chairman, Chief
    Executive Officer and Director
(Principal Executive Officer)
/s/Stefan M. Gavell
Stefan M. Gavell
Executive Vice
    President and Chief Financial Officer
(Principal Financial Officer)
/s/Frederick P. Baughman
Frederick P. Baughman
Senior Vice President,
    Corporate Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Name
Title
/s/Tenley E.
    Albright
Tenley E. Albright
Director
/s/I. MacAllister
    Booth
I. MacAllister Booth
Director
/s/Truman S.
    Casner
Truman S. Casner
Director
/s/Nader F.
    Darehshori
Nader F. Darehshori
Director
/s/Arthur L. Goldstein
Arthur L. Goldstein
Director
/s/David P.
    Gruber
David P. Gruber
Director
/s/Linda A. Hill
Linda A. Hill
Director
/s/Charles R.
    LaMantia
Charles R. LaMantia
Director
/s/Ronald E. Logue
Ronald E. Logue
Director
/s/Dennis J. Picard
Dennis J. Picard
Director
/s/Alfred Poe
Alfred Poe
Director
Title
Signature
/s/Richard P.
    Sergel
Richard P. Sergel
Director
/s/Gregory L.
    Summe
Gregory L. Summe
Director
/s/Diana Chapman
    Walsh
Diana Chapman Walsh
Director
/s/Robert E.
    Weissman
Robert E. Weissman
Director
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 Quarterly Report on
    Form 10-Q for the period ended June 30, 2001, 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, 1991, and incorporated by reference).
4.3
The description of the Registrant's Common Stock is
    included in the Registrant's Registration Statement on Forms 8-A, as filed with the
    Securities and Exchange Commission on January 18, 1995 and March 7, 1995, as supplemented
    by the description of the Registrant's Preferred Stock Purchase Rights attached to
    the Common Stock included in the Registrant's Registration Statement on Forms 8-A, as
    filed with the Securities and Exchange Commission on January 18, 1995 and March 7, 1995
    and as updated by Form 8-A/A filed with the Securities and Exchange Commission on July 7,
    1998, and incorporated by reference.
4.4
Amended and Restated Rights Agreement dated as of June 18,
    1998 between Registrant and BankBoston, N.A., Rights Agent (filed with the Securities and
    Exchange Commission as Exhibit 99.1 to Registrant's Current Report on Form 8-K dated
    June 18, 1998, 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, as
    amended.