8-A12B/A

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                           FORM 8-A/A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934

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

    Rhode Island                                 05-0341324
(State of incorporation                         (IRS Employer
or organization)                             Identification No.)

Fleet Financial Group, Inc.
50 Kennedy Plaza
Providence, Rhode Island                                02903
(Address of principal executive offices)            (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class            Name of each exchange on which
to be so registered:          each class is to be registered:

  Preferred Share
  Purchase Rights                     New York Stock Exchange


              Securities to be registered pursuant
                  to Section 12(g) of the Act:

                              None





   The Registrant hereby amends and restates in its entirety
Items 1 and 2 of its Registration Statement for Registration of
Certain Classes of Securities pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934 on Form 8-A filed with
the Securities and Exchange Commission on December 4, 1990,
which Form 8-A was amended by a Form 8 Amendment to Application
or Report filed with the Securities and Exchange Commission on
September 6, 1991.

Item 1. Description of Registrant's Securities to be Registered.

   On November 21, 1990 (the "Declaration Date"), the Board of
Directors of Fleet Financial Group, Inc. (the "Company")
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, $1.00 par
value per share (the "Common Stock"), of the Company.  The
dividend is payable on December 4, 1990 (the "Record Date") to
the shareholders of record on that date.  Each Right, when
exercisable, will entitle the registered holder to purchase
from the Company one one-hundredth of a share of Cumulative
Participating Junior Preferred Stock, $1.00 par value per share
(the "Preferred Stock"), of the Company, at an exercise price
of $50 per one one-hundredth of a share of Preferred Stock (the
"Purchase Price"), subject to certain adjustments.

   The Rights will not be represented by separate certificates
and will not be exercisable or transferable apart from the
Common Stock until the earlier to occur of (i) the tenth day
after a public announcement by the Company (x) that a person or
group or affiliated or associated persons has acquired, or
obtained the right to acquire, beneficial ownership (as defined
in the Rights Agreement) of 10% or more (or, in the case of a
qualifying institutional investor, acting in the ordinary
course of business and not with the purpose of changing or
influencing control of the Company - a "Qualifying Investor" -
15% or more) of the outstanding shares of Common Stock, (y)
that any person or group of affiliated or associated persons,
which beneficially owned 10% (or, in the case of a Qualifying
Investor, 15%) of the outstanding shares on November 21, 1990,
or which acquired beneficial ownership of 10% (or, in the case
of a Qualifying Investor, 15%) of the outstanding shares as a
result of any repurchase of shares by the Company, thereafter
acquired beneficial ownership of additional shares constituting
1% or more of the outstanding shares (any person described in
clause (x), (y) or (z) being an "Acquiring Person"); and (ii)
the tenth day (or such later day as may be determined by 
action of the Board of Directors of the Company prior to such
time as any person becomes an Acquiring Person) after the date
of the commencement of a tender or exchange offer by any person
(other than the Company) to acquire (when added to any shares
as to which such person is the beneficial owner immediately
prior to such commencement) beneficial ownership of 10% or more
of the issued and outstanding shares of Common Stock (the
earlier of such dates being called the "Distribution Date").

   On March 28, 1991 and July 12, 1991 (the "First Amendment"
and the "Second Amendment", respectively) the Company and  the
Rights Agent (as hereinafter defined) amended the Rights
Agreement (as hereinafter defined).  Together, the First
Amendment and the Second Amendment amend the definition of


"Acquiring Person" in the Rights Agreement to permit the sale
of 1,415,000 shares of Registrants' Dual Convertible Preferred
Stock and the issuance of stock purchase rights to purchase
6,500,000 shares of Registrant's common stock to Whitehall
Associates, L.P. and KKR Partners II, L.P. (collectively,
"KKR") (as described in Registrant's Current Report on Form
8-K, dated July 12, 1991) without KKR becoming an Acquiring
Person under the Rights Agreement, which event would, but for
the First Amendment and Second Amendment, have given rise to
the distribution of the Rights.  The First Amendment and Second
Amendment also add provisions allowing the Board of Directors
of Registrant to determine that a person who had become an
Acquiring Person had done so inadvertently and therefore that
such event shall not be a triggering event.

   In connection with  an Agreement and Plan of Merger dated
February 20, 1995 by and among the Company and Shawmut National
Corporation (the "Merger Agreement"), the Fleet Board of
Directors approved a third amendment (the "Third Amendment") to
the Rights Agreement, dated November 21, 1990 between the
Company and Fleet National Bank, as Rights Agent (the "Rights
Agent"), as amended to date (the "Rights Agreement") so that
neither the execution and delivery of the Merger Agreement nor
the execution and delivery of the Stock Option Agreements will
constitute an event which would allow exercise of the rights
under the Rights Agreement.

   The Rights will first become exercisable on the Distribution
Date (unless sooner redeemed) and could then begin trading
separately from the Common Stock.  The Rights will expire on
November 21, 2000 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are
earlier redeemed by the Company.

   In the event any person becomes an Acquiring Person, the
Rights would give holders (other than such Acquiring Person and
its transferees) the right to buy, for the Purchase Price (and
in lieu of Preferred Stock), Common Stock with a market value
of twice the Purchase Price.  If, at the time the Rights become
exercisable for Common Stock, there is not a sufficient number
of shares of Common Stock authorized so as to provide for the
exercise of all Rights entitled to be exercised, the Company
will be required to substitute preferred stock, debt
securities, cash or other property with a value equal to that
of the shares of Common Stock for which the Rights are
exercisable, unless the Board is able to cause a sufficient
number of shares of Common Stock to be authorized within 90
days after the date the Rights become so exercisable.

   At any time after any person becomes an Acquiring Person, the
Board may, at its option and in lieu of any transaction
described in the preceding paragraph, exchange the outstanding
and exercisable Rights (other than Rights held by any such
Acquiring Person and its transferees) for shares of Common
Stock or Common Stock equivalents at an exchange ratio of one
share of Common Stock per Right, subject to certain adjustments.

   In any merger or consolidation involving the Company after
the Rights become exercisable, each Right will be converted
into the right to purchase, for the Purchase Price, common


stock of the surviving corporation (which may be the Company)
with a market value of twice the Purchase Price.

   The Rights Agreement may be amended, or the Rights redeemed
for $.01 each (payable in cash or securities), by the Board of
Directors of the Company at any time until there is an
Acquiring Person.  Thereafter, the Board of Directors can amend
the Rights Agreement only to eliminate ambiguities or to
provide additional benefits to the holders of the Rights (other
than the Acquiring Person).

   Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including,
without limitation, the right to vote or to receive dividends.

   The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon
exercise of the Rights are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend
on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for
or purchase Preferred Stock at a price, or securities
convertible into Preferred Stock with a conversion price, less
than the then current market price of the Preferred Stock or
(iii) upon the distribution to holders of the Preferred Stock
of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained
earnings or dividends payable in Preferred Stock) or of
subscription rights or warrants (other than those referred to
above).

   The number of outstanding Rights and the number of one
one-hundredths of a share of Preferred Stock issuable upon
exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend
on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common  Stock occurring,
in any such case, prior to the Distribution Date.

   Preferred Stock purchasable upon exercise of the Rights will
not be redeemable.  Preferred Stock will be entitled to a
minimum preferential quarterly dividend payment of $1 per share
but will be entitled to an aggregate dividend of 100 times the
dividend declared per share of Common Stock.  In the event of
liquidation, the holders of the Preferred Stock will be
entitled to a minimum preferential liquidation payment of $100
per share but will be entitled to an aggregate payment of 100
times the payment made per share of Common Stock.  Each share
of Preferred Stock will have 100 votes, voting together with
the Common Stock.  Finally, in the event of any merger,
consolidation or other transaction in which Common Stock is
exchanged, each share of Preferred Stock will be entitled to
receive 100 times the amount received per share of Common
Stock.  These rights are protected by customary antidilution
provisions.

   With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No


fractional shares of Preferred Stock will be issued (other than
fractions which are integral multiples of one one-hundredth of
a share of Preferred Stock, which may, at the election of the
Company, be evidenced by depositary receipts) and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading day prior to
the date of exercise.

   One Right will be distributed to shareholders of the Company
for each share of Common Stock owned of record by them on the
Record Date.  Until the Distribution Date, the Company will
issue one Right with each share of Common Stock that shall
become outstanding so that all shares of Common Stock will have
attached Rights.  The Company has initially authorized and
reserved 1,500,000 shares of Preferred Stock for issuance upon
exercise of the Rights.  As of November 29, 1990 there were
110,034,125 shares of Common Stock issued and outstanding.

   The Rights have certain "anti-takeover" effects.  The Rights
may cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Board of Directors of the Company, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. 
The Rights should not interfere with any merger or other
business combination approved by the Board of Directors prior
to the time that there is an Acquiring Person (at which time
holders of the Rights become entitled to exercise their Rights
for shares of Common Stock at one-half the market price), since
until such time the Rights generally may be redeemed by the
Board of Directors of the Company at $.01 per Right.

   The present distribution of the Rights is not taxable to the
Company nor to its shareholders.  The Rights are not dilutive
and will not affect reported earnings per share.  The Company
will receive no proceeds from the issuance of the Rights as a
dividend.

   The (a) Rights Agreement specifying the terms of the Rights,
which includes as exhibits the form of Statement of Resolutions
Establishing Cumulative Participating Junior Preferred Stock
containing the terms of the Preferred Stock, the form of Right
Certificate and the Summary of Rights to Purchase Preferred
Stock, was attached as an exhibit to the Company's Form 8-A
filed with the Securities and Exchange Commission on December
4, 1990, (b) First Amendment and Second Amendment were attached
as exhibits to the Company's Form 8 Amendment to Application or
Report filed with the Securities and Exchange Commission on
September 6, 1991 and (c) Third Amendment is attached as an
exhibit hereto.  Each such exhibit is hereby incorporated
herein by reference.  The foregoing description of the Rights
is qualified in its entirety by reference to such exhibits.

Item 2. Financial Statements, Pro Forma Financial Information
        and Exhibits.

   1.   Form of Rights Agreement dated as of November 21, 1990
        (incorporated by reference to Exhibit 1 of Fleet's
        Form 8-A filed with the Securities and Exchange
        Commission on December 4, 1990).



   2.   First Amendment to Rights Agreement dated March 28, 1991
        (incorporated by reference to Exhibit 2 to Fleet's
        Form 8 filed with the Commission on September 6, 1991).

   3.   Second Amendment to Rights Agreement dated July 12, 1991
        (incorporated by reference to Exhibit 3 to Fleet's
        Form 8 filed with the Commission on September 6, 1991).

   4.   Third Amendment to Rights Agreement dated February 20,
        1995.




                           SIGNATURE


   Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                                 FLEET FINANCIAL GROUP, INC.

                                 /s/ Marc C. Leslie


Dated:  March 17, 1995           By:  Marc C. Leslie
                                      Title:  Assistant Secretary

EX-1

            THIRD AMENDMENT TO RIGHTS AGREEMENT

   THIS THIRD AMENDMENT is made as of the 20th day of
February, 1995, by and between Fleet Financial Group, Inc.,
a Rhode Island corporation (the "Company") and Fleet
National Bank, a national banking association (the "Rights
Agent").


               W I T N E S S E T H   T H A T:

   WHEREAS, the Company and the Rights Agent are parties to a
certain Rights Agreement, dated as of November 21, 1990, as
amended by a First Amendment to Rights Agreement dated
February 28, 1991 and a Second Amendment to Rights Agreement
dated July 12, 1991, which Agreement as amended is hereby
incorporated by reference herein and made a part hereof (as
amended, the "Agreement");

   WHEREAS, the Company desires to amend the Agreement in the
manner hereinafter set forth; and 

   WHEREAS, such amendment is permitted pursuant to Section
27 of the Agreement.

   NOW, THEREFORE, the Agreement is hereby amended as
follows:

   1.   The definition of "Acquiring Person" in Section 1(a)
of the Agreement shall be amended to add, after clause (z)
thereof, the following:

   ; and (aa) Shawmut National Corporation ("Shawmut") shall
   not become an "Acquiring Person" solely by means of its
   (i) execution and delivery of that certain Agreement and
   Plan of Merger dated February 20, 1995 between the
   Company and Shawmut, (ii) execution and delivery of a


   Stock Option Agreement dated February 20, 1995 (the
   "Option Agreement") between the Company and Shawmut,
   which Option Agreement grants to Shawmut the right to
   acquire 24,195,625 shares of Common Stock (or such
   greater number of shares of Common Stock provided by the
   anti-dilution provisions of the Option Agreement) at an
   option price of $24.50 per share or (iii) exercise of
   the option granted under the Option Agreement. 
   Notwithstanding anything contained herein, if, at any
   time subsequent to the date of exercise of the Option,
   Shawmut, together with all Affiliates and Associates of
   Shawmut, shall purchase or otherwise become (as a result
   of actions taken by Shawmut or its Affiliates or
   Associates) the Beneficial Owners of additional shares
   of Common Stock constituting 1% or more of the then
   outstanding shares of Common Stock, so long as Shawmut
   is or becomes, at such time, the Beneficial Owner of 10%
   or more of the shares of Common Stock then outstanding,
   then Shawmut shall be deemed to be an "Acquiring Person".

   2.   Except as modified and amended hereby, the Agreement
   shall remain in full force and effect and is in all other
   respects ratified and confirmed.

   IN WITNESS WHEREOF, the parties hereto have caused this
Amendment Agreement to be duly executed as of the day and
year first above written.

                                 FLEET FINANCIAL GROUP, INC.


                                 By:                        
                                 Title:                     



                                 FLEET NATIONAL BANK


                                 By:                        
                                 Title: