Registration Statement No. - 33 - 



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                      ------------------------------------

                           FLEET FINANCIAL GROUP, INC.
               (Exact name of issuer as specified in its articles)

       RHODE ISLAND                                           05-0341324
 (State or other jurisdiction                              (I.R.S. Employer
    of incorporation)                                      Identification No.)

                               ONE FEDERAL STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 346-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           FLEET FINANCIAL GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                           WILLIAM C. MUTTERPERL, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                           FLEET FINANCIAL GROUP, INC.
                               ONE FEDERAL STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 346-4000
            (Name, address, including zip code, and telephone number,
              including area code, of agent for service of process)

                                    COPY TO:
                             JOANNE H. MARCOUX, ESQ.
                           FLEET FINANCIAL GROUP, INC.
                          50 KENNEDY PLAZA, 18TH FLOOR
                              PROVIDENCE, RI 02903
                                 (401) 278-6891

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

Approximate  Date of Commencement of Proposed Sale to Public:  From time to time
after the effective date of this Registration Statement.

                                                       Exhibit Index on Page 10


                         CALCULATION OF REGISTRATION FEE

Title of          Amount to be   Proposed Maximum   Proposed        Amount of
Securities        Registered     Offering Price     Maximum         Registration
to be Registered                 Per Share (**)     Aggregate       Fee
                                                    Offering Price

Common Stock
(par value $.01)* 100,000 shs.   $70.72             $7,072,000       $2,087

(*)  Including preferred share purchase rights.

(**) Computed  pursuant to Rule 457(h) solely for the purpose of determining the
     registration  fee,  based on the  average of the high and low prices of the
     Registrant's  Common  Stock as reported  by the New York Stock  Exchange on
     January 14, 1998.

     Pursuant to Rule 429, the prospectus used in connection with the securities
covered by this Registration  Statement also relates to Registration  Statements
on Form S-8, Nos. 33-65230.


<PAGE>
                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents  heretofore filed by Fleet Financial  Group,  Inc.
(the "Registrant") with the Securities and Exchange  Commission  pursuant to the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference in this Registration Statement:

     (a)  The Registrant's  latest Annual Report filed on Form 10-K for the year
          ended December 31, 1996; and

     (b)  Quarterly  reports filed on Form 10-Q for the quarters ended March 31,
          1997, June 30, 1997 and September 30, 1997;

     (c)  Current reports filed on Form 8-K dated January 15, 1997,  February 4,
          1997,  April 16, 1997, July 16, 1997,  October 15, 1997,  November 10,
          1997, December 10, 1997 and January 20, 1998; and

     (d)  The  description  of the  Registrant's  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
          descriptions; and

     (e)  The description of the Preferred  Share Purchase  Rights  contained in
          the Registrant's Registration Statement on Form 8-A dated November 29,
          1990 (as amended by an Amendment to  Application or Report on Form 8-A
          dated September 6, 1991 and a Form 8-A/A dated March 17, 1995).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of common stock offered have been sold or which deregisters all of
such  shares  then  remaining  unsold,  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement 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 such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     Such  incorporation  by  reference  shall  not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the  securities  offered hereby will be passed upon for the
Registrant  by Edwards & Angell,  One Hospital  Trust Plaza,  Providence,  Rhode
Island  02903.  V. Duncan  Johnson,  Esq.,  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  interests,  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 contracts  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 FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

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, as amended (the "Securities Act");

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of this  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 this  Registration  Statement  (or the most  recent  post-effective
          amendment thereto); and

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to  such  information  in  the  Registration
          Statement;

     provided,  however,  that  paragraphs  (i) and (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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

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

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given, a copy of the  Registrant's  annual report to  shareholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which case the Registrant shall state in the prospectus that it will promptly
furnish,  without  charge,  a copy of such report upon written  request from the
employee.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the  provisions  described in Item 6, 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
Securities 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  of whether  such
indemnification  by  itself  is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                   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  Form  S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Boston,  and  Commonwealth of  Massachusetts,  on
January 20, 1998.

                                         FLEET FINANCIAL GROUP, INC.


                                         By:/s/TERRENCE MURRAY
                                            ____________________________________
                                            TERRENCE MURRAY
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

     Each person whose signature  appears below hereby  constitutes and appoints
the Chairman and Chief Executive Officer,  the Vice Chairman and Chief Financial
Officer or the Secretary,  or any 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.

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on January 20, 1998.

       SIGNATURE                                      TITLE


/s/Terrence Murray                             Chairman, Chief Executive
-----------------------                          Officer and Director
   Terrence Murray

/s/Eugene M. McQuade                           Vice Chairman and
-----------------------                          Chief Financial Officer
  Eugene M. McQuade

/s/Robert C. Lamb, Jr.                         Controller and Chief Accounting 
-----------------------                            Officer
Robert C. Lamb, Jr.

/s/Joel Alvord                                 Director
-----------------------
   Joel Alvord

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

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

/s/Stillman B. Brown                           Director
-----------------------
   Stillman B. Brown

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

/s/John T. Collins                             Director
-----------------------
   John T. Collins

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

/s/Robert M. Kavner                            Director
-----------------------
   Robert M. Kavner

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

/s/Robert J. Matura                           Director
-----------------------
   Robert J. Matura

/s/Arthur C. Milot                            Director
-----------------------
   Arthur C. Milot

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

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

/s/Lois D. Rice                              Director
-----------------------
  Lois D. Rice

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

/s/Thomas M. Ryan                           Director
-----------------------
   Thomas M. Ryan

/s/Samuel O. Thier                          Director
-----------------------
   Samuel O. Thier

/s/Paul R. Tregurtha                        Director
-----------------------
   Paul R. Tregurtha


<PAGE>
                                  EXHIBIT INDEX


                                                                  SEQUENTIALLY
EXHIBIT                                                           NUMBERED
NUMBER                 EXHIBIT                                    PAGE


  4.1         Fleet Financial Group, Inc. Employee
              Stock Purchase Plan (incorporated by                    N/A
              reference to Fleet's Registration Statement
              on Form S-8, Registration No. 33-65230,
              filed on June 28, 1993)

  4.2         First Amendment to Fleet Financial Group,
              Inc. Employee Stock Purchase Plan                        11

  4.3         Restated Articles of Incorporation
              of the Registrant (incorporated by reference
              to Exhibit 1 of Fleet's Registration
              Statement on Form 8-A dated
              February 27, 1996)                                       N/A

  4.4         Bylaws of the Registrant (incorporated
              by reference to Exhibit 2 of Fleet's
              Registration Statement on Form 8-A
              dated February 27, 1996)                                 N/A

  5           Opinion of Edwards & Angell                              12

23.1          Consent of KPMG Peat Marwick LLP                         14

23.2           Consent of Edwards & Angell
               (included in Opinion filed
                as Exhibit 5).                                          N/A
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18902}]
{"company-data": {"conformed-name": "FLEET FINANCIAL GROUP INC", "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": "333-44517", "film-number": "98509252"}, "business-address": {"street1": "ONE FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02211", "phone": "6172922000"}, "mail-address": {"street1": "ONE FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02211"}, "former-company": [{"former-conformed-name": "FLEET FINANCIAL GROUP INC", "date-changed": "19880110"}, {"former-conformed-name": "INDUSTRIAL NATIONAL CORP", "date-changed": "19820512"}]}
Registration Statement No. - 33 - 

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                      ------------------------------------

                                    FORM S-8
             Registration Statement Under the Securities Act of 1933
                      ------------------------------------

                           FLEET FINANCIAL GROUP, INC.
               (Exact name of issuer as specified in its articles)

       RHODE ISLAND                                           05-0341324
 (State or other jurisdiction                              (I.R.S. Employer
    of incorporation)                                      Identification No.)

                               ONE FEDERAL STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 346-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                           FLEET FINANCIAL GROUP, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                           WILLIAM C. MUTTERPERL, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                           FLEET FINANCIAL GROUP, INC.
                               ONE FEDERAL STREET
                           BOSTON, MASSACHUSETTS 02110
                                 (617) 346-4000
            (Name, address, including zip code, and telephone number,
              including area code, of agent for service of process)

                                    COPY TO:
                             JOANNE H. MARCOUX, ESQ.
                           FLEET FINANCIAL GROUP, INC.
                          50 KENNEDY PLAZA, 18TH FLOOR
                              PROVIDENCE, RI 02903
                                 (401) 278-6891

If any of the  securities  being  registered on this form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

Approximate  Date of Commencement of Proposed Sale to Public:  From time to time
after the effective date of this Registration Statement.

                                                       Exhibit Index on Page 10

                         CALCULATION OF REGISTRATION FEE

Title of          Amount to be   Proposed Maximum   Proposed        Amount of
Securities        Registered     Offering Price     Maximum         Registration
to be Registered                 Per Share (**)     Aggregate       Fee
                                                    Offering Price

Common Stock
(par value $.01)* 100,000 shs.   $70.72             $7,072,000       $2,087

(*)  Including preferred share purchase rights.

(**) Computed  pursuant to Rule 457(h) solely for the purpose of determining the
     registration  fee,  based on the  average of the high and low prices of the
     Registrant's  Common  Stock as reported  by the New York Stock  Exchange on
     January 14, 1998.

     Pursuant to Rule 429, the prospectus used in connection with the securities
covered by this Registration  Statement also relates to Registration  Statements
on Form S-8, Nos. 33-65230.
PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following  documents  heretofore filed by Fleet Financial  Group,  Inc.
(the "Registrant") with the Securities and Exchange  Commission  pursuant to the
Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
reference in this Registration Statement:

     (a)  The Registrant's  latest Annual Report filed on Form 10-K for the year
          ended December 31, 1996; and

     (b)  Quarterly  reports filed on Form 10-Q for the quarters ended March 31,
          1997, June 30, 1997 and September 30, 1997;

     (c)  Current reports filed on Form 8-K dated January 15, 1997,  February 4,
          1997,  April 16, 1997, July 16, 1997,  October 15, 1997,  November 10,
          1997, December 10, 1997 and January 20, 1998; and

     (d)  The  description  of the  Registrant's  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
          descriptions; and

     (e)  The description of the Preferred  Share Purchase  Rights  contained in
          the Registrant's Registration Statement on Form 8-A dated November 29,
          1990 (as amended by an Amendment to  Application or Report on Form 8-A
          dated September 6, 1991 and a Form 8-A/A dated March 17, 1995).

     All documents  subsequently  filed by the  Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement which indicates that all
of the shares of common stock offered have been sold or which deregisters all of
such  shares  then  remaining  unsold,  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference  herein shall be deemed to be modified
or superseded for purposes of this  Registration  Statement 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 such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

     Such  incorporation  by  reference  shall  not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the  securities  offered hereby will be passed upon for the
Registrant  by Edwards & Angell,  One Hospital  Trust Plaza,  Providence,  Rhode
Island  02903.  V. Duncan  Johnson,  Esq.,  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  interests,  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 contracts  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 FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     A list of the exhibits included as part of this  Registration  Statement is
set forth in the Exhibit Index which  immediately  precedes such exhibits and is
hereby incorporated by reference herein.

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, as amended (the "Securities Act");

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of this  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 this  Registration  Statement  (or the most  recent  post-effective
          amendment thereto); and

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to  such  information  in  the  Registration
          Statement;

     provided,  however,  that  paragraphs  (i) and (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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

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

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given, a copy of the  Registrant's  annual report to  shareholders  for its last
fiscal year, unless such employee  otherwise has received a copy of such report,
in which case the Registrant shall state in the prospectus that it will promptly
furnish,  without  charge,  a copy of such report upon written  request from the
employee.

     (d) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant  pursuant to the  provisions  described in Item 6, 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
Securities 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  of whether  such
indemnification  by  itself  is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                   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  Form  S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Boston,  and  Commonwealth of  Massachusetts,  on
January 20, 1998.

                                         FLEET FINANCIAL GROUP, INC.

                                         By:/s/TERRENCE MURRAY
                                            ____________________________________
                                            TERRENCE MURRAY
                                            CHAIRMAN AND CHIEF EXECUTIVE OFFICER

     Each person whose signature  appears below hereby  constitutes and appoints
the Chairman and Chief Executive Officer,  the Vice Chairman and Chief Financial
Officer or the Secretary,  or any 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.

     Pursuant to the  requirements  of the Securities Act of 1933, this Form S-8
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on January 20, 1998.

       SIGNATURE                                      TITLE

/s/Terrence Murray                             Chairman, Chief Executive
-----------------------                          Officer and Director
   Terrence Murray

/s/Eugene M. McQuade                           Vice Chairman and
-----------------------                          Chief Financial Officer
  Eugene M. McQuade

/s/Robert C. Lamb, Jr.                         Controller and Chief Accounting 
-----------------------                            Officer
Robert C. Lamb, Jr.

/s/Joel Alvord                                 Director
-----------------------
   Joel Alvord

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

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

/s/Stillman B. Brown                           Director
-----------------------
   Stillman B. Brown

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

/s/John T. Collins                             Director
-----------------------
   John T. Collins

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

/s/Robert M. Kavner                            Director
-----------------------
   Robert M. Kavner

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

/s/Robert J. Matura                           Director
-----------------------
   Robert J. Matura

/s/Arthur C. Milot                            Director
-----------------------
   Arthur C. Milot

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

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

/s/Lois D. Rice                              Director
-----------------------
  Lois D. Rice

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

/s/Thomas M. Ryan                           Director
-----------------------
   Thomas M. Ryan

/s/Samuel O. Thier                          Director
-----------------------
   Samuel O. Thier

/s/Paul R. Tregurtha                        Director
-----------------------
   Paul R. Tregurtha
EXHIBIT INDEX

                                                                  SEQUENTIALLY
EXHIBIT                                                           NUMBERED
NUMBER                 EXHIBIT                                    PAGE

  4.1         Fleet Financial Group, Inc. Employee
              Stock Purchase Plan (incorporated by                    N/A
              reference to Fleet's Registration Statement
              on Form S-8, Registration No. 33-65230,
              filed on June 28, 1993)

  4.2         First Amendment to Fleet Financial Group,
              Inc. Employee Stock Purchase Plan                        11

  4.3         Restated Articles of Incorporation
              of the Registrant (incorporated by reference
              to Exhibit 1 of Fleet's Registration
              Statement on Form 8-A dated
              February 27, 1996)                                       N/A

  4.4         Bylaws of the Registrant (incorporated
              by reference to Exhibit 2 of Fleet's
              Registration Statement on Form 8-A
              dated February 27, 1996)                                 N/A

  5           Opinion of Edwards & Angell                              12

23.1          Consent of KPMG Peat Marwick LLP                         14

23.2           Consent of Edwards & Angell
               (included in Opinion filed
                as Exhibit 5).                                          N/A