FORM 8-A

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549



       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
           PURSUANT TO SECTION 12(b) OR 12(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 or organization)   (I.R.S. Employer
                                           Identification No.)


  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
     to be so registered       on which each class
                               is to be registered

    Warrants to Purchase          New York Stock
    Common Stock, $1.00           Exchange, Inc.
         par value

            SECURITIES TO BE REGISTERED PURSUANT TO
                   SECTION 12(g) OF THE ACT:

                         Not Applicable

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

         Incorporated by reference herein is the description of 
         the Warrants provided in the Registrant's Registration 
         Statement filed pursuant to the Securities Act of 1933 
         on Form S-4, as amended (Registration No. 33-55579) 
         beneath the caption labeled "Description of Securities".

ITEM 2.  Exhibits.

         1.   Restated Articles of Incorporation and By-laws of 
              the Company (incorporated by reference to Exhibit 
              1 of the Company's Form 10-Q Quarterly Report 
              dated June 30, 1992).

         2.   Form of Warrant Agreement (incorporated by 
              reference to Exhibit 4(d) of Registration 
              Statement No. 33-55579).

         3.   Form of Warrant Certificate (incorporated by 
              reference to Exhibit A of Exhibit 4(d) of 
              Registration Statement No. 33-55579).

         4.   Rights Agreement dated as of November 21, 1990 
              between the Registrant and Fleet National Bank, 
              as amended by a First Amendment thereto dated as 
              of March 28, 1991 and a Second Amendment thereto 
              dated as of July 12, 1991 (incorporated by 
              reference to Exhibit 1 to the Registrant's 
              Current Report on Form 8-K dated November 21, 
              1990 and Exhibits 4(a) and 4(b) to the 
              Registrant's Current Report on Form 8-K dated 
              March 28, 1991).


                           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.
                               Registrant


December 27, 1994              By: /s/William C. Mutterperl     
                                  William C. Mutterperl
                                  Senior Vice President,
                                  General Counsel and Secretary