FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   Fleet Financial Group, Inc.                  
     (Exact name of registrant as specified in its charter)

       Rhode Island                              05-0341324     
(State or other jurisdiction of                I.R.S. Employer
incorporation or organization)                Identification No.

         50 Kennedy Plaza, Providence, RI                02903
 (Address of Principal Executive Offices)             (Zip Code)


                Fleet Financial Group, Inc.
        1994 Sterling Acquisition Stock Option Plan
                    (Full title of the plan)

                  William C. Mutterperl, Esq.
           Senior Vice President and General Counsel
         Fleet Financial Group, Inc., 50 Kennedy Plaza,
                      Providence, RI  02903                     
            (Name and address of agent for service)

                          (401) 278-5880                        
 (Telephone number, including area code, of agent for service)

                        with a copy to:

           Laura N. Wilkinson, Esq., Edwards & Angell
        2700 Hospital Trust Tower, Providence, RI  02903

              Calculation of Registration Fee
                                                                
                             Proposed    Proposed
Title of                     maximum     maximum
securities                   offering    aggregate  Amount of
to be          Amount to be  price per   offering   registration
registered     registered    share*      price*     fee
                                                                

Common Stock,  1,096         $36.94      $40,487    $14
$1.00 par      shares
value
                                                                

*   Based on the average of the high and low prices of the 
    Company's Common Stock reported on August 12, 1994.

<PAGE>
                            PART II

           INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 3.  Incorporation of Documents by Reference.

    The following documents filed with the Securities and 
Exchange Commission (the "Commission") by the Registrant are 
incorporated in this Prospectus by reference:

    1.  Annual Report on Form 10-K for the year ended 
December 31, 1993.

    2.  Quarterly Reports on Form 10-Q for the quarters ended 
March 31, 1994 and June 30, 1994.

    3.  Current Reports on Form 8-K dated March 10, 1994 and 
May 9, 1994.

    4.  The description of the Common Stock contained in a 
Registration Statement filed by Industrial National Corporation 
(predecessor to the Registrant) on Form 8-B dated May 29, 1970, 
and any amendment or report filed for the purpose of updating 
such description.

    5.  The description of the Preferred Share Purchase Rights 
contained in the Registrant's Registration Statement on Form 
8-A dated November 29, 1990, and any amendment or report filed 
for the purpose of updating such description.

    All documents filed with the Commission by the Registrant 
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange 
Act of 1934 (the "Exchange Act") subsequent to the date of this 
Prospectus and prior to the termination of the offering of the 
Securities offered hereby are incorporated herein by reference 
and such documents shall be deemed to be a part hereof from the 
date of filing of such documents. Any statement contained in 
this Prospectus or in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Prospectus to the extent 
that a statement contained herein 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 
statement so modified or superseded shall not be deemed, except 
as so modified or superseded, to constitute a part of this 
Prospectus.

    Any person receiving a copy of this Prospectus may obtain, 
without charge, upon written or oral request, a copy of any of 
the documents incorporated by reference herein (other than the 
exhibits to such documents). Written requests should be mailed 
to Robert W. Lougee, Jr., Director of Corporate Communications, 
Fleet Financial Group, Inc., 50 Kennedy Plaza, Providence, 
Rhode Island 02903. Telephone requests may be directed to (401) 
278-5879.

Item 4.  Description of Securities.

    Not applicable

Item 5.  Interests of Named Experts and Counsel.

    The validity of the Common Stock offered hereby has been 
passed upon for the Registrant by Edwards & Angell, One 
Hospital Trust Plaza, Providence, Rhode Island 02903. V. Duncan 
Johnson, a partner of Edwards & Angell, is a director of Fleet 
National Bank, a wholly-owned subsidiary of the Registrant, and 
beneficially owns 4,052 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers

    The Registrant's By-laws provide for indemnification to the 
extent permitted by Section 7-1.1-4.1 of the Rhode Island 
Business Corporation Law.  Such section, as adopted by the 
By-laws, requires the Registrant to indemnify directors, 
officers, employees or agents against judgments, fines, 
reasonable costs, expenses and counsel fees paid or incurred in 
connection with any proceeding to which such director, officer, 
employee or agent or his legal representative may be a party 
(or for testifying when not a party) by reason of his being a 
director, officer, employee or agent, provided that such 
director, officer, employee or agent shall have acted in good 
faith and shall have reasonably believed (a) if he was acting 
in his official capacity that his conduct was in the 
Registrant's best interests, (b) in all other cases that his 
conduct was at least not opposed to its best interest, and (c) 
in the case of any criminal proceeding, he had no reasonable 
cause to believe his conduct was unlawful.  The Registrant's 
By-laws provide that such rights to indemnification are 
contract rights and that the expenses incurred by an 
indemnified person shall be paid in advance of a final 
disposition of any proceeding; provided, however, that if 
required under applicable law, such person must deliver a 
written affirmation that he has met the standards of care 
required under such provisions to be entitled to 
indemnification and provides an undertaking by or on behalf of 
such person to repay all amounts advanced if it is ultimately 
determined that such person is not entitled to 
indemnification.  With respect to possible indemnification of 
directors, officers and controlling persons of the Registrant 
for liabilities arising under the Securities Act of 1933 (the 
"Act") pursuant to such provisions, the Registrant is aware 
that the Securities and Exchange Commission has publicly taken 
the position that such indemnification is against public policy 
as expressed in the Act and is, therefore, unenforceable.

Item 7.  Exemption of Registrant Claimed

    Not applicable

Item 8.  Exhibits.

     4  -     Fleet Financial Group, Inc. 1994 Sterling 
              Acquisition Stock Option Plan

     5  -     Opinion of Edwards & Angell re: legality

     23(a) -  Consent of KPMG Peat Marwick LLP

     23(b) -  Consent of Edwards & Angell (included in 
              Exhibit 5)

Item 9.  Undertakings.

    The undersigned Registrant hereby undertakes:

    1)   To file, during any period in which offers or sales 
         are being made, a post-effective amendment to this 
         Registration Statement to include any material 
         information with respect to the plan of distribution 
         not previously disclosed in the Registration Statement 
         or any material change to such information in the 
         Registration Statement;

    2)   That for the purpose of determining any liability 
         under the Securities Act of 1933, each such 
         post-effective amendment shall be deemed to be a new 
         Registration Statement relating to 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.

    The undersigned Registrant hereby further 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 Exchange Act 
that is incorporated by reference in the Registration Statement 
shall be deemed to be a new Registration Statement relating to 
the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona 
fide offering thereof.

    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 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.

<PAGE>
                   SIGNATURES AND AMENDMENTS

    Each person whose signature appears below hereby 
constitutes and appoints the Chairman and President, the Vice 
Chairman and Chief Financial Officer or the Secretary of the 
Registrant, or any one of them, acting alone, as his true and 
lawful attorney-in-fact, with full power and authority to 
execute in the name, place and stead of each such person in any 
and all capacities and to file, an amendment or amendments to 
the Registration Statement (and all exhibits thereto) and any 
documents relating thereto, which amendments may make such 
changes in the Registration Statement as said officer or 
officers so acting deem(s) advisable.

                           SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to 
believe that it meets all 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 Providence, and State of Rhode Island, on August 15, 
1994.

                                  FLEET FINANCIAL GROUP, INC.


                                  By:/s/Terrence Murray           
                                       Terrence Murray
                                       Chairman and President


    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 August 15, 1994.


         Signatures               Title


/s/Terrence Murray                Chairman and President
Terrence Murray                   Chief Executive Officer
                                  and Director


/s/Eugene M. McQuade              Executive Vice President
Eugene M. McQuade                 and Chief Financial Officer


/s/Robert C. Lamb, Jr.            Controller
Robert C. Lamb, Jr.


/s/William Barnet, III            Director
William Barnet, III


/s/Bradford R. Boss               Director
Bradford R. Boss


/s/Paul J. Choquette, Jr.         Director
Paul J. Choquette, Jr.


/s/James F. Hardymon              Director
James F. Hardymon


                                  Director
Robert M. Kavner


/s/Lafayette Keeney               Director
Lafayette Keeney


/s/Raymond C. Kennedy             Director
Raymond C. Kennedy


/s/Ruth R. McMullin               Director
Ruth R. McMullin


                                  Director
Arthur C. Milot


/s/Thomas D. O'Connor             Director
Thomas D. O'Connor


/s/Michael B. Picotte             Director
Michael B. Picotte


/s/John A. Reeves                 Director
John A. Reeves


/s/John R. Riedman                Director
John R. Riedman


/s/John S. Scott                  Director
John S. Scott

<PAGE>
                         EXHIBIT INDEX
                               TO
                         FLEET FORM S-8


Exhibit No.      Exhibit Description

 4            Fleet Financial Group, Inc.
              1994 Stock Option
              Plan (Sterling)

 5            Opinion of Edwards & Angell re: legality

23(a)         Consent of KPMG Peat Marwick LLP

23(b)         Consent of Edwards & Angell (included in 
              Exhibit 5)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13375}]
{"company-data": {"conformed-name": "FLEET FINANCIAL GROUP INC /RI/", "cik": "0000050341", "assigned-sic": "6021", "irs-number": "050341324", "state-of-incorporation": "RI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55095", "film-number": "94544698"}, "business-address": {"street1": "50 KENNEDY PLZ", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4012786000"}, "mail-address": {"street1": "111 WESTMINISTER STREET", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}, "former-company": [{"former-conformed-name": "FLEET NORSTAR FINANCIAL GROUP INC", "date-changed": "19920525"}, {"former-conformed-name": "FLEET FINANCIAL GROUP INC", "date-changed": "19880110"}, {"former-conformed-name": "INDUSTRIAL NATIONAL CORP", "date-changed": "19820512"}]}
FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   Fleet Financial Group, Inc.                  
     (Exact name of registrant as specified in its charter)

       Rhode Island                              05-0341324     
(State or other jurisdiction of                I.R.S. Employer
incorporation or organization)                Identification No.

         50 Kennedy Plaza, Providence, RI                02903
 (Address of Principal Executive Offices)             (Zip Code)

                Fleet Financial Group, Inc.
        1994 Sterling Acquisition Stock Option Plan
                    (Full title of the plan)

                  William C. Mutterperl, Esq.
           Senior Vice President and General Counsel
         Fleet Financial Group, Inc., 50 Kennedy Plaza,
                      Providence, RI  02903                     
            (Name and address of agent for service)

                          (401) 278-5880                        
 (Telephone number, including area code, of agent for service)

                        with a copy to:

           Laura N. Wilkinson, Esq., Edwards & Angell
        2700 Hospital Trust Tower, Providence, RI  02903

              Calculation of Registration Fee
                                                                
                             Proposed    Proposed
Title of                     maximum     maximum
securities                   offering    aggregate  Amount of
to be          Amount to be  price per   offering   registration
registered     registered    share*      price*     fee
                                                                

Common Stock,  1,096         $36.94      $40,487    $14
$1.00 par      shares
value
                                                                

*   Based on the average of the high and low prices of the 
    Company's Common Stock reported on August 12, 1994.
PART II

           INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.  Incorporation of Documents by Reference.

    The following documents filed with the Securities and 
Exchange Commission (the "Commission") by the Registrant are 
incorporated in this Prospectus by reference:

    1.  Annual Report on Form 10-K for the year ended 
December 31, 1993.

    2.  Quarterly Reports on Form 10-Q for the quarters ended 
March 31, 1994 and June 30, 1994.

    3.  Current Reports on Form 8-K dated March 10, 1994 and 
May 9, 1994.

    4.  The description of the Common Stock contained in a 
Registration Statement filed by Industrial National Corporation 
(predecessor to the Registrant) on Form 8-B dated May 29, 1970, 
and any amendment or report filed for the purpose of updating 
such description.

    5.  The description of the Preferred Share Purchase Rights 
contained in the Registrant's Registration Statement on Form 
8-A dated November 29, 1990, and any amendment or report filed 
for the purpose of updating such description.

    All documents filed with the Commission by the Registrant 
pursuant to Sections 13, 14 or 15(d) of the Securities Exchange 
Act of 1934 (the "Exchange Act") subsequent to the date of this 
Prospectus and prior to the termination of the offering of the 
Securities offered hereby are incorporated herein by reference 
and such documents shall be deemed to be a part hereof from the 
date of filing of such documents. Any statement contained in 
this Prospectus or in a document incorporated or deemed to be 
incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Prospectus to the extent 
that a statement contained herein 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 
statement so modified or superseded shall not be deemed, except 
as so modified or superseded, to constitute a part of this 
Prospectus.

    Any person receiving a copy of this Prospectus may obtain, 
without charge, upon written or oral request, a copy of any of 
the documents incorporated by reference herein (other than the 
exhibits to such documents). Written requests should be mailed 
to Robert W. Lougee, Jr., Director of Corporate Communications, 
Fleet Financial Group, Inc., 50 Kennedy Plaza, Providence, 
Rhode Island 02903. Telephone requests may be directed to (401) 
278-5879.

Item 4.  Description of Securities.

    Not applicable

Item 5.  Interests of Named Experts and Counsel.

    The validity of the Common Stock offered hereby has been 
passed upon for the Registrant by Edwards & Angell, One 
Hospital Trust Plaza, Providence, Rhode Island 02903. V. Duncan 
Johnson, a partner of Edwards & Angell, is a director of Fleet 
National Bank, a wholly-owned subsidiary of the Registrant, and 
beneficially owns 4,052 shares of Common Stock.

Item 6.  Indemnification of Directors and Officers

    The Registrant's By-laws provide for indemnification to the 
extent permitted by Section 7-1.1-4.1 of the Rhode Island 
Business Corporation Law.  Such section, as adopted by the 
By-laws, requires the Registrant to indemnify directors, 
officers, employees or agents against judgments, fines, 
reasonable costs, expenses and counsel fees paid or incurred in 
connection with any proceeding to which such director, officer, 
employee or agent or his legal representative may be a party 
(or for testifying when not a party) by reason of his being a 
director, officer, employee or agent, provided that such 
director, officer, employee or agent shall have acted in good 
faith and shall have reasonably believed (a) if he was acting 
in his official capacity that his conduct was in the 
Registrant's best interests, (b) in all other cases that his 
conduct was at least not opposed to its best interest, and (c) 
in the case of any criminal proceeding, he had no reasonable 
cause to believe his conduct was unlawful.  The Registrant's 
By-laws provide that such rights to indemnification are 
contract rights and that the expenses incurred by an 
indemnified person shall be paid in advance of a final 
disposition of any proceeding; provided, however, that if 
required under applicable law, such person must deliver a 
written affirmation that he has met the standards of care 
required under such provisions to be entitled to 
indemnification and provides an undertaking by or on behalf of 
such person to repay all amounts advanced if it is ultimately 
determined that such person is not entitled to 
indemnification.  With respect to possible indemnification of 
directors, officers and controlling persons of the Registrant 
for liabilities arising under the Securities Act of 1933 (the 
"Act") pursuant to such provisions, the Registrant is aware 
that the Securities and Exchange Commission has publicly taken 
the position that such indemnification is against public policy 
as expressed in the Act and is, therefore, unenforceable.

Item 7.  Exemption of Registrant Claimed

    Not applicable

Item 8.  Exhibits.

     4  -     Fleet Financial Group, Inc. 1994 Sterling 
              Acquisition Stock Option Plan

     5  -     Opinion of Edwards & Angell re: legality

     23(a) -  Consent of KPMG Peat Marwick LLP

     23(b) -  Consent of Edwards & Angell (included in 
              Exhibit 5)

Item 9.  Undertakings.

    The undersigned Registrant hereby undertakes:

    1)   To file, during any period in which offers or sales 
         are being made, a post-effective amendment to this 
         Registration Statement to include any material 
         information with respect to the plan of distribution 
         not previously disclosed in the Registration Statement 
         or any material change to such information in the 
         Registration Statement;

    2)   That for the purpose of determining any liability 
         under the Securities Act of 1933, each such 
         post-effective amendment shall be deemed to be a new 
         Registration Statement relating to 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.

    The undersigned Registrant hereby further 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 Exchange Act 
that is incorporated by reference in the Registration Statement 
shall be deemed to be a new Registration Statement relating to 
the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona 
fide offering thereof.

    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 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.
SIGNATURES AND AMENDMENTS

    Each person whose signature appears below hereby 
constitutes and appoints the Chairman and President, the Vice 
Chairman and Chief Financial Officer or the Secretary of the 
Registrant, or any one of them, acting alone, as his true and 
lawful attorney-in-fact, with full power and authority to 
execute in the name, place and stead of each such person in any 
and all capacities and to file, an amendment or amendments to 
the Registration Statement (and all exhibits thereto) and any 
documents relating thereto, which amendments may make such 
changes in the Registration Statement as said officer or 
officers so acting deem(s) advisable.

                           SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, 
the Registrant certifies that it has reasonable grounds to 
believe that it meets all 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 Providence, and State of Rhode Island, on August 15, 
1994.

                                  FLEET FINANCIAL GROUP, INC.

                                  By:/s/Terrence Murray           
                                       Terrence Murray
                                       Chairman and President

    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 August 15, 1994.

         Signatures               Title

/s/Terrence Murray                Chairman and President
Terrence Murray                   Chief Executive Officer
                                  and Director

/s/Eugene M. McQuade              Executive Vice President
Eugene M. McQuade                 and Chief Financial Officer

/s/Robert C. Lamb, Jr.            Controller
Robert C. Lamb, Jr.

/s/William Barnet, III            Director
William Barnet, III

/s/Bradford R. Boss               Director
Bradford R. Boss

/s/Paul J. Choquette, Jr.         Director
Paul J. Choquette, Jr.

/s/James F. Hardymon              Director
James F. Hardymon

                                  Director
Robert M. Kavner

/s/Lafayette Keeney               Director
Lafayette Keeney

/s/Raymond C. Kennedy             Director
Raymond C. Kennedy

/s/Ruth R. McMullin               Director
Ruth R. McMullin

                                  Director
Arthur C. Milot

/s/Thomas D. O'Connor             Director
Thomas D. O'Connor

/s/Michael B. Picotte             Director
Michael B. Picotte

/s/John A. Reeves                 Director
John A. Reeves

/s/John R. Riedman                Director
John R. Riedman

/s/John S. Scott                  Director
John S. Scott
EXHIBIT INDEX
                               TO
                         FLEET FORM S-8

Exhibit No.      Exhibit Description

 4            Fleet Financial Group, Inc.
              1994 Stock Option
              Plan (Sterling)

 5            Opinion of Edwards & Angell re: legality

23(a)         Consent of KPMG Peat Marwick LLP

23(b)         Consent of Edwards & Angell (included in 
              Exhibit 5)