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) June 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 June 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:  June 21, 1995

EX-28

                           EXHIBIT 28

Robert W. Lougee, Jr.                             Thomas L. Lavelle
Vice President and Director,                    Manager, Media Relations
Financial Communications                       (401) 278-3003
(401)278-5879


               FLEET FINANCIAL GROUP STOCKHOLDERS
           APPROVE MERGER WITH SHAWMUT NATIONAL CORP.

    Transaction Will "Propel Fleet Into Entirely New League
      In Banking World," Fleet Chairman Tells Stockholders


   Providence, R.I., June 21, 1995:  Fleet Financial Group
stockholders today overwhelmingly approved the proposed merger
of Fleet and Shawmut National Corp.

   Terrence Murray, chairman and chief executive officer,
informed stockholders attending Fleet's Annual Meeting here
that Shawmut stockholders also approved the transaction at that
company's annual meeting held earlier today in Boston.

   The shareholder authorizations clear the way for merger
completion by the end of this year, pending various state and
federal regulatory approvals.

   Murray described how the merger with Shawmut will "propel
Fleet into an entirely new league in the banking world."

   In addition to making Fleet one of the top 10 banks in the
United States, the merger will give Fleet "the financial
strength and visibility we need to compete effectively on a
national level in the new world of banking," Murray said. 
Competing at that level will create many new challenges, but
"Fleet is up to this challenge," he asserted.

   Describing Fleet's mission "to be a leading financial
services provider as well as the customer's choice to access,
manage, and move money," Murray said the combination of Fleet
and Shawmut will help achieve that objective by enhancing
Fleet's current regional leadership and creating a "solid
foundation for Fleet's continued growth and increased
profitability."

   After the merger, Fleet will have "powerful competitive
positions in most of our product lines.  These include consumer
deposits, commercial banking, small business banking, private
banking, cash management, mortgage originations, ATMs,
branches, and government banking," Murray said.

   The merger also will give Fleet a strong national presence. 
It will be "number two in mortgage servicing, in the top three
in mortgage originations, and number one in third-party student
loan processing" and "will rank well into the top 10 in
communications lending, asset-based lending, and commercial
real estate," Murray added.  Fleet also has sizable consumer
finance and equipment leasing businesses and its combined
discount brokerage businesses will be the fifth largest among
all U.S. banks.

Future Growth

   Looking further ahead, Murray said that even though the
merger with Shawmut will bring Fleet closer to being the
customer's provider of choice, the company will need "to grow
and enhance its business further in order to compete in the
financial services industry of the future."

   To that end, Fleet will "look to further expand its
nonbank-related interests, such as processing businesses, to
arrive at greater balance between interest-rate driven and
fee-based income sources."  The company's commitment to
efficiency "will remain intact" so Fleet can compete with
nonbank competitors that do not face the same regulatory
hurdles and related expenses banks face.  "And anticipated
changes in banking laws," Murray noted, "would enable Fleet to
diversify into entirely new arenas such as insurance and
investment banking."

Other Annual Meeting Actions

   In addition to authorizing the Fleet-Shawmut merger, Fleet
stockholders approved the following:

        Amendment and restatement of the corporation's
        Articles of Incorporation to increase the
        authorized shares of Fleet Financial Group
        common stock from 300 million to 600 million,
        and change its par value from $1.00 per share
        to $.01 per share;

        Election of five directors for three-year terms:
        Bradford R. Boss, James F. Hardymon, Arthur C.
        Milot, John A. Reeves and John R. Riedman. 
        Effective with the merger of Fleet and
        Shawmut, Fleet's Board will consist of 20
        members, 12 of whom will be appointed by
        Fleet's chairman and Board and eight of whom
        will be appointed by Shawmut's chairman and
        Board;

        The election of KPMG Peat Marwick LLP as the
        corporation's independent auditors for the
        year ending December 31, 1995.

   Fleet Financial Group is a $48-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.