Registration Statement No. _______




                       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. Directors Deferred Compensation and
                                 Stock Unit Plan
                            (Full Title of the Plan)

                           William C. Mutterperl, Esq.
                  Executive 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:
                            William F. Robinson, Esq.
                           Fleet Financial Group, Inc.
                                 75 State Street
                                Boston, MA 02109
                                 (617) 346-4000

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


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

   Common Stock
 (par value $.01)*   200,000 shs.      $42.16        $8,432,000     $2,344.00

--------------------------------------------------------------------------------

(*)      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 November 30, 1998.
<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, 1997; and

     (b)  Quarterly  reports filed on Form 10-Q for the quarters ended March 31,
          1998, June 30, 1998 and September 30, 1998.

     (c)  Current reports filed on Form 8-K dated January 15, 1998,  January 15,
          1998,  January 26,  1998,  February 2, 1998,  March 4, 1998,  March 6,
          1998, March 30, 1998, April 15, 1998, April 28, 1998, May 5, 1998, May
          20, 1998, July 7, 1998, July 15, 1998,  September 25, 1998 and October
          21, 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 person 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
person.

     (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.

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  all
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
November 16, 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
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 16, 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 B. Alvord                                Director
   -------------------------------------
   Joel B. 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.

                                                 Director

  --------------------------------------
    Kim B. Clark


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


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


/s/Marian L. Heard                               Director
   -------------------------------------
   Marian L. Heard


/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/Thomas C. Quick                               Director
   -------------------------------------
   Thomas C. Quick


/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


EXHIBIT                                                                 PAGE
 NUMBER                              EXHIBIT                           NUMBER


  4.1      Fleet Financial Group, Inc. Directors Deferred               11
           Compensation and Stock Unit Plan

  4.2      Restated Articles of Incorporation of the                    N/A
           Registrant (incorporated by reference to Exhibit
           3(a) of Fleet's Form 10-K Annual Report for the
           fiscal year ended December 31, 1995)


  4.3      Bylaws of the Registrant (incorporated by                    N/A
           reference to Exhibit 3(b) of Fleet's Form 10-K
           Annual Report for the fiscal year ended
           December 31, 1995)

   5       Opinion of Edwards & Angell                                  26

  23.1     Consent of KPMG Peat Marwick LLP                             28

  23.2     Consent of Edwards & Angell (included in Opinion             N/A
           filed as Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19716}]
{"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": "333-68153", "film-number": "98762116"}, "business-address": {"street1": "ONE FEDERAL STREET", "city": "BOSTON", "state": "MA", "zip": "02211", "phone": "6173464000"}, "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. _______

                       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. Directors Deferred Compensation and
                                 Stock Unit Plan
                            (Full Title of the Plan)

                           William C. Mutterperl, Esq.
                  Executive 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:
                            William F. Robinson, Esq.
                           Fleet Financial Group, Inc.
                                 75 State Street
                                Boston, MA 02109
                                 (617) 346-4000

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

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

   Common Stock
 (par value $.01)*   200,000 shs.      $42.16        $8,432,000     $2,344.00

--------------------------------------------------------------------------------

(*)      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 November 30, 1998.
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, 1997; and

     (b)  Quarterly  reports filed on Form 10-Q for the quarters ended March 31,
          1998, June 30, 1998 and September 30, 1998.

     (c)  Current reports filed on Form 8-K dated January 15, 1998,  January 15,
          1998,  January 26,  1998,  February 2, 1998,  March 4, 1998,  March 6,
          1998, March 30, 1998, April 15, 1998, April 28, 1998, May 5, 1998, May
          20, 1998, July 7, 1998, July 15, 1998,  September 25, 1998 and October
          21, 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 person 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
person.

     (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
November 16, 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
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on November 16, 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 B. Alvord                                Director
   -------------------------------------
   Joel B. 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.

                                                 Director

  --------------------------------------
    Kim B. Clark

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

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

/s/Marian L. Heard                               Director
   -------------------------------------
   Marian L. Heard

/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/Thomas C. Quick                               Director
   -------------------------------------
   Thomas C. Quick

/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

EXHIBIT                                                                 PAGE
 NUMBER                              EXHIBIT                           NUMBER

  4.1      Fleet Financial Group, Inc. Directors Deferred               11
           Compensation and Stock Unit Plan

  4.2      Restated Articles of Incorporation of the                    N/A
           Registrant (incorporated by reference to Exhibit
           3(a) of Fleet's Form 10-K Annual Report for the
           fiscal year ended December 31, 1995)

  4.3      Bylaws of the Registrant (incorporated by                    N/A
           reference to Exhibit 3(b) of Fleet's Form 10-K
           Annual Report for the fiscal year ended
           December 31, 1995)

   5       Opinion of Edwards & Angell                                  26

  23.1     Consent of KPMG Peat Marwick LLP                             28

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