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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                   FORM 15

        Certification and Notice of Termination of Registration under
           Section 12(g) of the Securities Exchange Act of 1934 or
                  Suspension of Duty to File Reports under
        Sections 13 and 15(d) of the Securities Exchange Act of 1934.

                        Commission File Number: 0-959


                               BAYBANKS, INC.
                        (A MASSACHUSETTS CORPORATION)
           (Exact name of registrant as specified in its charter)


               175 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
                               (617) 482-1040
(Address, including zip code, and telephone number, including area code, of 
                  registrant's principal executive offices)


                        COMMON STOCK, $2.00 PAR VALUE
                              (TITLE OF CLASS)

                     RIGHTS TO PURCHASE SERIES A JUNIOR
                 PARTICIPATING PREFERRED STOCK, NO PAR VALUE
                              (TITLE OF CLASS)

          (Title of each class of securities covered by this Form)


                                    NONE
(Titles of all other classes of securities for which a duty to file reports 
                    under Section 13(a) or 15(d) remains)


        Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

    Rule 12g-4(a)(1)(i)        /X/          Rule 12h-3(b)(1)(ii)        / /
    Rule 12g-4(a)(1)(ii)       / /          Rule 12h-3(b)(2)(i)         / /
    Rule 12g-4(a)(2)(i)        / /     
    Rule 12g-4(a)(2)(ii)       / /          Rule 12h-3(b)(2)(ii)        / /
    Rule 12h-3(b)(1)(i)        /X/          Rule 15d-6                  / /
                                       

Approximate number of holders of record as of the certification or notice 
                                 date:  ONE

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        Pursuant to the requirements of the Securities Exchange Act of 1934,
BAYBANKS, INC., A MASSACHUSETTS CORPORATION, has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.

Date:  July 29, 1996                        BAYBANKS, INC.

                                                 By: /s/ Michael W. Vasily
                                                     -----------------------
                                                      Treasurer