8-K

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                  SECURITIES AND EXCHANGE COMMISSION

                       Washington, D.C.  20549


                               FORM 8-K


                            CURRENT REPORT


                Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934



 Date of Report (Date of earliest event reported) December 28, 1994 


                   FLEET FINANCIAL GROUP, INC.               
        (Exact name of registrant as specified in its charter)


                            RHODE ISLAND                            
            (State or other jurisdiction of incorporation)


         1-6366                               05-0341324            
  (Commission File Number)        (IRS Employer Identification No.)


  50 Kennedy Plaza, Providence, Rhode Island                02903   
  (Address of principal executive offices)               (Zip Code)


 Registrant's telephone number, including area code:   401-278-5800


                                                                    
    (Former name or former address, if changed since last report)







Item 5.  Other Events.


         Pursuant to Form 8-K, General Instructions F, 
    Registrant hereby incorporates by reference the press 
    release attached hereto as Exhibit 28.

Item 7.  Financial Statements and Other Exhibits.

         Exhibit No.              Description

         Exhibit 28               Fleet Financial Group,
                                  Inc. Press Release
                                  Dated December 28, 1994


                             SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act 
of 1934, as amended, the Registrant has duly caused this report 
to be signed in its behalf by the undersigned hereunto duly 
authorized.


                                  FLEET FINANCIAL GROUP, INC.
                                       Registrant


                                  By  /s/ William C. Mutterperl    
                                       William C. Mutterperl
                                       Senior Vice President and 
                                       General Counsel



Dated:  December 28, 1994

EX-28

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                         EXHIBIT 28



Contact:

Thomas L. Lavelle
Manager, Media Relations
(401) 278-3003

             Fleet Financial Group Offers To Buy
        Remaining Public Shares Of Fleet Mortgage Group
                       For $20 Per share


      Offer Contingent On Support By Public Shareholders


    Providence, Rhode Island, December 28, 1994:  Fleet 
Financial Group announced today that it has made a merger 
proposal to acquire all remaining outstanding shares not owned 
by Fleet of Fleet Mortgage Group for $20 per share in cash.  
Fleet Financial currently owns approximately 81% of Fleet 
Mortgage with the balance of the shares largely held by money 
managers and other financial institutions.  The aggregate 
amount of the transaction would be approximately $190 million.

    It is expected that the merger proposal will be considered 
at a meeting of Fleet Mortgage's Board of Directors to be held 
in the near future.  Fleet Financial stated that it believes 
that the proposed transaction, which represents a substantial 
premium over recent market prices, is a fair and attractive 
transaction for Fleet Mortgage shareholders.

    The Fleet Financial merger proposal is subject, among other 
things, to Fleet Mortgage Board approval, a majority of Fleet 
Mortgage's public shareholders indicating support for the 
transaction and other customary conditions for transactions of 
this nature.

    Fleet believes the transaction is appropriate at this time 
because of recent regulatory and accounting changes, industry 
earnings and share price performance and volatility, and Fleet 
Financial's recent reengineering program.  The acquisition of 
the shares is not expected to be dilutive to Fleet Financial's 
1995 earnings.

    Fleet Financial Group is a $47-billion diversified 
financial services company listed on the New York Stock 
Exchange (NYSE-FLT) with approximately 1,200 offices 
nationwide.  Its lines of business include commercial and 
consumer banking, mortgage banking, consumer finance, 
asset-based lending, equipment leasing, investment management, 
and student loan processing.