FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net

1. Name and Address of Reporting Person* Sarles H. Jay	2. Issuer Name and Ticker or Trading Symbol FleetBoston Financial Corporation (FBF)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable)     Director                                       10% Owner X Officer (give title below)          Other (specify below) Vice Chairman and Chief Administrative Officer
(Last)      (First)     (Middle) FleetBoston Financial Corporation 100 Federal Street	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 02/18/03
(Street) Boston, MA 02110		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person     Form filed by More than One Reporting Person
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/03		F(1)		3,166	D		418,458	D
Common Stock								33,970.6798	I	401(k) Plan(2)
Common Stock								200	I	By Daughter - Katherine D. Sarles
										(3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Performance Restricted Stock Units

1-for-1

02/18/03

A(4)

V

125,000

(4)

(4)

Common Stock

125,000

125,000

D

Explanation of Responses:

(1) Award of restricted stock pursuant to the FleetBoston Financial 1996 Long-Term Incentive Plan.
(2) Based on a plan statement as of December 31, 2002.
(3) The reporting person no longer has a reportable beneficial interest in 200 shares of FBF common stock owned by his daughter, Elizabeth L. Sarles, and included in the reporting person's prior ownership reports.
(4) Award of performance restricted stock units pursuant to the FleetBoston Financial 1996 Long-Term Incentive Plan. The restrictions on these units will lapse if the Corporation meets certain pre-established earnings per share targets in 2004 and 2005.

By: /s/ Martha R. Francis
             Martha R. Francis, Attorney-in-Fact
**Signature of Reporting Person 02/20/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.