8-K

                  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) February 21, 1995


                     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 99.

Item 7. Financial Statements and Other Exhibits.

        Exhibit No.              Description

        Exhibit 99               Fleet Financial Group,
                                 Inc. Press Release
                                 Dated February 21, 1995


                            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:  February 21, 1995

EX-99

                                                            EXHIBIT 99


          FLEET AND SHAWMUT AGREE TO STRATEGIC MERGER
                   IN $3.7 BILLION TRANSACTION

    Combination Reinforces Leadership Position in New England
     and Creates One of Top 10 Banks in the United States



Boston, February 21, 1995 -- Fleet Financial Group (NYSE:FLT)
and Shawmut National Corporation (NYSE:SNC) today announced
they have signed a definitive agreement for a strategic merger
that will create one of the country's top 10 banks and the only
one headquartered in New England.  The combined institution
will have more than $80 billion in assets, $50 billion in
deposits, number-one market positions in Connecticut, Maine,
Massachusetts, New Hampshire and Rhode Island and substantial
financial services businesses across the country.

   The merged organization will be called Fleet Financial Group
and will be headquartered in Boston.  Terrence Murray, 55,
Chairman and Chief Executive Officer of Fleet, will be
President and Chief Executive Officer of the new Fleet.  Joel
B. Alvord, 56, Chairman and Chief Executive Officer of Shawmut,
will be Chairman of the new Fleet.  Murray will also assume the
Chairman title when Alvord reaches age 60 in 1998.  Murray and
Alvord will be joined on the board of directors of the new
Fleet by 18 outside directors, 11 from Fleet and 7 from Shawmut.

   The merger agreement, which was unanimously approved
yesterday by the boards of directors of both institutions,
provides that each share of Shawmut common stock would be
exchanged for 0.8922 newly issued shares of Fleet common stock
on a tax-free basis.  Based on Friday's closing price of Fleet
stock of $33.625 per share, and Shawmut's stock price of
$20.625, the transaction would be valued at approximately $3.7
billion, or $30 per Shawmut share, representing a premium to
Shawmut shareholders of approximately 45%.  The merger is
expected to be completed in the fourth quarter of 1995 and is
subject to approval by federal and state bank regulators and
the shareholders of both companies.

   Shawmut currently pays a quarterly cash dividend of $0.22 per
share.  Fleet currently pays a quarterly cash dividend of $0.40
per share, which will be the continuing dividend of the
combined company.

   Fleet's functional organization will reflect its strong
commitment to the entire region.  The consumer banking
business, with deposits of over $50 billion, the sixth largest
branch network in the U.S. and the nation's third largest small
business loan portfolio, will be operated from Hartford.  The
commercial banking business, including the 10th largest
commercial and industrial loan portfolio in the U.S., will be
operated from Providence.  Also in Providence will be the
nationwide financial services division.  Substantial
businesses, including tax and student loan processing, will
continue to be operated from upstate New York.


   "Shawmut and Fleet are ideal strategic partners because of
the superb fit between our two companies," said Murray, who
will be based in Boston.  "Both are uniquely committed to the
Northeast and the financial needs of its people and businesses.
 This merger is a logical step in our long histories as New
England-based companies.  The combined entity will be a
financial powerhouse with critical mass, a broader mix of
products and services and an expanded customer base."

   Merging with Fleet is the right thing to do for Shawmut
shareholders, employees and customers, and it is also good for
the region," said Alvord, who is based in Boston.  "Together,
we can build the preeminent financial institution and create a
bright future for all of our constituencies.  As the nationwide
consolidation of the financial services industry accelerates,
New England will benefit because two strong local banking
organizations are taking control of their own destiny to create
a powerful customer-driven institution."

   In addition to creating many growth opportunities, the merger
will also generate substantial cost savings.  By consolidating
work forces, facilities, and operations areas while eliminating
redundant costs, Fleet expects to increase efficiency and
reduce expenses by approximately $400 million per year, or 14%
of combined non-interest expenses, when the consolidation is
complete.

   A net reduction of just under 10% of the combined work force,
or approximately 3,000 employees, is anticipated.  Both
organizations have initiated hiring freezes in order to
minimize the number of affected employees.  Severance packages
and outplacement services will be offered to assist those
employees.

   Fleet expects to have in excess of 900 branches after
consolidations, closings, and anticipated regulatory
divestitures.  Cost reductions and branch consolidations will
come from both companies and will be spread throughout the
region.  Fleet and Shawmut expect to take restructuring charges
totalling up to $400 million to cover expenses related to these
actions.

   In addition to Murray and Alvord, the Fleet senior management
team will include the following:  Robert J. Higgins, 49, of
Fleet will be a Vice Chairman with responsibility for
commercial banking; Gunnar S. Overstrom, Jr., 52 of Shawmut
will be a Vice Chairman with responsibility for consumer
banking/small business lending and investment services; H. Jay
Sarles, 49, of Fleet will be a Vice Chairman with
responsibility for staff functions and corporate strategy;
Michael R. Zucchini, 48, of Fleet will be a Vice Chairman with
responsibility for the financial services division, consisting
of national consumer and fee-based businesses, and technology
operations; Eugene M. McQuade, 46, of Fleet will be Executive
Vice President and Chief Financial Officer; and David L. Eyles,
55, of Shawmut will be Executive Vice President and Chief
Credit Policy Officer.

   Fleet will be one of the largest companies in New England and


a major source of employment, tax revenues and community
involvement.  Fleet will remain committed to serving the credit
needs of low-to-moderate income residents of all of its
communities.  "Both banks have worked closely with local
leaders to develop their CRA programs, and we look forward to
continuing to work with them," said Murray.

   The new Fleet Financial Group is a national, diversified
financial services company, providing superior consumer,
commercial, government banking, small business lending,
specialized lending and investment management services.




                        THE NEW FLEET FACT SHEET
               ($s in billions, except per share items)

                            December 31, 1994


                         FLEET          SHAWMUT     PRO FORMA

Total Assets             $49.0           $32.4      $81.4

Net Loans                $27.5           $18.7      $46.2

Total Deposits           $34.8           $20.0      $54.8

Common Equity            $ 3.2           $ 2.0      $ 5.2

Total Equity             $ 3.6           $ 2.2      $ 5.8

Common Equity/Assets       6.5%            6.2%       6.4%

Tangible Common/Assets     5.9%            5.8%       5.8%

Tier 1 Leverage Ratio      6.7%            6.6%       6.6%

Reserves                 $ 0.95          $ 0.54     $ 1.50

Reserves/NPLs              216%            242%       225%

Fully Diluted
Common Shares            161.5           121.6      272.8

Book Value Per Share     $22.23         $16.72      $21.44

Closing Price (2/17/95)  $33.63         $20.63      $33.63

Market Capitalization    $ 5.4          $ 2.5       $ 9.2




                       FLEET AT A GLANCE
                       (The New Entity)

This historic combination creates the only top 10 bank in the
country headquartered in New England.  Fleet is well-positioned
for the future, with over $80 billion in assets, $50 billion in
deposits and $42 billion in assets under management. The merger
will help New England control its own economic destiny as the
nationwide consolidation in financial services accelerates.

Fleet is...

   ...headquartered in Boston

   ...the leader in virtually every business category
      in the region

        #1  -  Consumer Deposits
        #1  -  Consumer Loans
        #1  -  Private Banking
        #1  -  Personal Trust
        #1  -  Middle Market Lending
        #1  -  Cash Management
        #1  -  Branch and ATM Network
        #1  -  Government Banking

   ...one of the nation's preeminent financial services
      institutions

        #1  -  Third-party student loan servicer
        #2  -  Mortgage banking company
        #3  -  Small business loan portfolio
        #6  -  Retail branch network
        #10 -  Commercial loan portfolio

   ...dedicated to a long-term partnership with its communities

        -    Lines of business operate from Boston, Providence,
             Hartford and New York State
        -    Combined $9 billion commitment in loans, products
             and community initiatives to low-to-moderate
             income borrowers.

Management Structure

Terrence Murray         -President and Chief Executive Officer
Joel B. Alvord          -Chairman
Robert J. Higgins       -Vice Chairman (commercial banking)
Gunnar S. Overstrom, Jr. -Vice Chairman (consumer banking/small
                          business and investment services)
H. Jay Sarles           -Vice Chairman (staff functions and
                          corporate strategy)
Michael R. Zucchini     -Vice Chairman (financial services,
                          fee-based businesses and technology
                          operations)
Eugene M. McQuade       -Executive Vice President and Chief
                          Financial Officer
David L. Eyles          -Executive Vice President and Chief
                          Credit Policy Officer