Rule 424(b)(3)
                                                          File No. 33-36707


PROSPECTUS
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                                     [LOGO]
                             Fleet Financial Group

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                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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    The Dividend Reinvestment and Stock Purchase Plan described herein (the
"Plan") provides the holders of Common Stock, par value $.01 per share,
including the associated preferred share purchase rights ("Common Stock"), of
Fleet Financial Group, Inc. (the "Company") a simple and convenient method,
without brokerage commission or service charge, of investing cash dividends and
optional cash payments in additional shares of Common Stock. Beginning January
1, 1996, the price of Common Stock purchased both with reinvested Common Stock
dividends and with voluntary cash contributions will be at 100% of the market
price. The Plan provides for a minimum optional cash contribution of $10 per
remittance and a maximum of $10,000 per quarter. The Plan permits the Company to
offer a discount for purchases of Common Stock with reinvested dividends and/or
optional cash. As of the date of this Prospectus, no discounts are available
under the Plan. The maximum and minimum contribution amounts are subject to
change at any time at the Company's sole discretion.
 
    Shares of Common Stock will be purchased from the Company or in the open
market. Except as otherwise provided herein, the market price for shares of
Common Stock purchased from the Company will be the average of the daily high
and low sales price(s) for the Common Stock as reported on the New York Stock
Exchange--Composite Tape for the fifteen trading days on the New York Stock
Exchange immediately preceding the Investment Date. The market price for shares
purchased in the open market will be deemed to be the average price of all
shares purchased for the Plan with the proceeds of the dividends and optional
cash payments then being invested. Fleet National Bank (the "Bank"), a
subsidiary of the Company, acts as agent for stockholders under the Plan, except
for purchases of Common Stock purchased otherwise than directly from the
Company.
 
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
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                 The date of this Prospectus is January 5, 1996

                          FLEET FINANCIAL GROUP, INC.
 
    The Company, a Rhode Island corporation, is the issuer of the Common Stock
offered hereunder. The principal executive office of the Company is located at
One Federal Street, Boston, Massachusetts 02211; telephone number (617)
292-2000.
 
                                 DESCRIPTION OF
               THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
 
    The following is a question and answer statement of the provisions of the
Dividend Reinvestment and Stock Purchase Plan (the "Plan") offered to holders of
Common Stock of the Company.
 
PURPOSE
 
1. What is the purpose of the Plan?
 
    The primary purpose of the Plan is to provide (a) holders of shares of
Common Stock with a simple and convenient method of investing cash dividends and
optional cash payments in shares of Common Stock without payment of any
brokerage commission or service charge, and (b) the Company with additional
funds for general corporate purposes when the Company elects to sell shares of
Common Stock to participants in the Plan. Those holders of the Company's Common
Stock who do not wish to participate in the Plan will continue to receive
dividends, when, as and if declared, by check or by such other method as the
Company may determine.
 
    The Plan was approved by the Company's Board of Directors in May 1972 and
has been amended from time to time thereafter. The most recent amendment to the
Plan eliminated the 3% discount applicable to the purchase of Common Stock with
reinvested cash dividends. Such amendment is effective with respect to purchases
on and after January 1, 1996. The terms of the Plan, including the maximum and
minimum optional cash payment amounts and any applicable discount rates, are
subject to change at any time in the Company's sole discretion. A participant
may obtain information concerning the Plan, including information regarding the
establishment, if any, of a Threshold Price (as herein defined), applicable
discount rates, maximum and minimum optional cash payment amounts, Investment
Dates (as herein defined) and optional cash payment due dates, by telephoning
the Company at any time at (401) 278-3395 (or such other telephone number as the
Company may designate from time to time).
 
ADVANTAGES TO PARTICIPANTS
 
2. What are the advantages of the Plan to participants?
 
    Plan participants may elect by appropriate indication on an Authorization
Form (i) to have regular quarterly cash dividends on shares of Common Stock held
by them as of dividend record dates automatically reinvested, or (ii) provided a
participant elects to have cash dividends reinvested, to invest monthly optional
cash payments of not less than $10 per remittance nor more than $10,000 per
quarter. The price of Common Stock purchased both with reinvested Common Stock
dividends and with voluntary cash contributions will be at 100% of the market
price. The maximum and minimum optional cash payment amounts and any applicable
discount rates which may be offered under the Plan are subject to change at any
time at the Company's sole discretion. The Company will use all reasonable
efforts to notify participants of changes to, or termination of, the Plan,
including changes with respect to the optional cash payment amounts and the
introduction of any applicable discount rates.
 
    The Plan permits full investment by participants of their Common Stock
dividends and optional cash payments since participants are not required to pay
any commission or service charge in connection
 
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with purchases of Common Stock under the Plan, and the Plan permits fractions of
shares, as well as full shares, to be credited to participants' accounts.
Additionally, dividends in respect of such fractional shares, as well as full
shares, are credited to participants' accounts and reinvested in additional
shares or fractions of shares. Regular statements of each account provide
participants with a record of each transaction.
 
ADMINISTRATION
 
3. Who administers the Plan for participants?
 
    The Bank, or such other bank or trust company as the Company may from time
to time designate as agent for the participating stockholders, administers the
Plan for participants, keeping records, sending statements of account to
participants and performing other duties relating to the Plan. Shares of Common
Stock purchased under the Plan are registered in the name of the Bank or one of
its nominees as agent for participants in the Plan.
 
    In the event the Company advises the Bank, prior to an Investment Date, that
it does not wish to sell shares of Common Stock to the Plan, Citizens Trust
Company, Providence, Rhode Island ("Citizens"), or such other bank or trust
company as may be selected by the Company, will act as agent to make purchases
on the open market or in negotiated transactions on terms as to price, delivery
and otherwise as it shall determine.
 
PARTICIPATION
 
4. Who is eligible to participate?
 
    You are an eligible holder of Common Stock ("Eligible Stockholder") and may
therefore participate in the Plan if you qualify as either one of the following:
(a) you are a stockholder whose shares of Common Stock are registered on the
stock transfer books of the Company in your name (a "Registered Owner") or (b)
you are a stockholder who has beneficial ownership of shares of Common Stock
that are registered in a name other than your own, such as in the name of a
broker, a bank nominee or trustee (a "Beneficial Owner"). While a Registered
Owner may participate in the Plan directly, a Beneficial Owner must either
become a Registered Owner, by having such shares transferred into his or her own
name, or must make arrangements with his or her broker, bank nominee or trustee
to participate in the Plan on his or her behalf.
 
    However, you will not be eligible to participate in the Plan if you are not
a resident of the United States and your dividends are subject to United States
income tax withholding.
 
    Your right to participate in the Plan is not transferable apart from a
transfer of your underlying Common Stock to another person.
 
    You or, if appropriate, your broker, bank nominee or trustee, should supply
the Bank with your valid social security number or taxpayer identification
number in order to be eligible to participate. See Question 5.
 
5. How does an Eligible Stockholder participate?
 
    A Registered Owner may join the Plan by completing (including your social
security number or taxpayer identification number) and signing an Authorization
Form and returning it to the Bank. Failure to supply a social security number or
taxpayer identification number will result in backup withholding as required by
law of payments due to a participant. Once enrolled in the Plan, participants
will continue to be enrolled without further action on their part. Participants
may change their investment options at any time by completing, signing and
returning a new Authorization Form to the
 
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Bank. If a participant's shares are registered in more than one name (i.e.,
joint tenants, trustees, etc.), all Registered Owners must sign the
Authorization Form exactly as their names appear on the account registration.
 
    Beneficial Owners who wish to participate in the Plan must instruct their
broker, bank nominee or trustee to complete and sign the Authorization Form and
return it to the Bank. In certain situations where a broker, bank nominee or
trustee holds shares of a Beneficial Owner in the name of a major securities
depository, a Broker and Nominee Form may also be required to participate in the
Plan. See Question 12.
 
    Current participants in the Plan who own shares of Common Stock and who wish
to continue the reinvestment of the cash dividends on such Common Stock or who
wish to make optional cash deposits do not need to complete and return a new
Authorization Form.
 
    Authorization Forms, Broker and Nominee Forms and additional copies of this
Prospectus may be obtained by written request to Fleet National Bank, Stock
Transfer Department, P.O. Box 366, Mail Code RIM00317, Providence, Rhode Island
02901.
 
6. When may an Eligible Stockholder join the Plan?
 
    An Eligible Stockholder may join the Plan at any time.
 
    Reinvestment of dividends commences, for any stockholder electing such
option, with the first dividend paid after such stockholder joins the Plan,
provided that an Authorization Form is received for such stockholder by the Bank
at least five business days before the record date for such dividend. If any
stockholder delivers an Authorization Form specifying reinvestment of dividends
paid on such holder's shares of Common Stock to the Bank less than five business
days before the record date established for payment of a particular dividend on
the Common Stock, reinvestment will commence with the dividend payment date
following the next such record date. Dividends declared on the Common Stock
generally have been paid on the first day of January, April, July and October,
and the record date for each such dividend generally has been the 3rd day of the
month prior to such payment date.
 
    See Question 13 below for information concerning the investment of optional
cash payments.
 
7. What does the Authorization Form provide as to dividends and optional cash
payments?
 
    The Authorization Form directs the Company to pay to the Bank for the
account of the participating stockholder of record all dividends on the shares
registered in such stockholder's name as well as on the shares credited to the
account under the Plan. It also appoints the Bank (or such other bank as the
Company may from time to time designate) as agent for the stockholder and
directs such agent to apply such dividends, and any optional cash payments the
stockholder may make, to the purchase of shares of Common Stock in accordance
with the terms and conditions of the Plan.
 
COSTS
 
8. Are there any expenses to participants in connection with participation under
the Plan?
 
    There are no brokerage fees incurred by participants with respect to the
purchase of shares from the Company inasmuch as no brokerage fees are incurred
in connection with such purchases, and the Company pays all brokerage fees and
other charges incurred in connection with other purchases. All other costs of
administration of the Plan are paid by the Company.
 
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PURCHASES
 
9. How many shares does a participant purchase?
 
    The number of shares purchased depends on the amount of the participant's
dividend, optional cash payments made by such participant, if any, and the
effective purchase price of the Common Stock. Each participant's account is
credited with the number of shares, including fractions computed to at least
three decimal places, equal to the total amount invested by him divided by the
applicable purchase price.
 
10. At what price and when will Common Stock be purchased under the Plan?
 
    (a) Shares Purchased from the Company. Except as described in Question 14,
for shares purchased from the Company, the market price is the average of the
daily high and low sales price(s) for the Common Stock as reported on the New
York Stock Exchange--Composite Tape during the last 15 trading days of the month
(the "Pricing Period"). If the Common Stock is not traded on the New York Stock
Exchange or other markets included in the composite transactions on any of the
trading days in the Pricing Period, the price for any nontraded day will be
based on reported prices for the most recent preceding day on which the Common
Stock was traded. Purchases for the account of holders of Common Stock will be
made on or promptly following the first business day of the month occurring
after the last day of the Pricing Period (the "Investment Date"). For purposes
of the Plan, a "business day" shall mean a day other than a Saturday, a Sunday
or a day which shall be in the City of New York, New York, or in the City of
Providence, Rhode Island, a day on which banking institutions are authorized or
obligated by law or executive order to close. Optional cash payments will be
invested monthly as described in Question 13 below, and dividends will be
invested on the Investment Date first occurring on or after the dividend payment
date. Each participant's account will be credited with shares purchased under
the Plan on the Investment Date as of which such shares are purchased. No
interest will be paid on funds held by the Bank pending investment of dividends
or optional cash payments.
 
    (b) Shares Acquired in the Market. If the Company does not elect to sell
shares of Common Stock to the Plan on an Investment Date, Citizens shall
purchase shares of Common Stock, as promptly as practicable on or after such
Investment Date, on any securities exchange where such shares are traded, in the
over-the-counter market or in negotiated transactions, on such terms as Citizens
may determine. In such event the market price is deemed to be the average price
of all shares purchased by it for participants in the Plan, with the proceeds of
the cash dividend and/or optional cash payments being invested as of the
particular Investment Date.
 
    (c) Applicable Discounts. The Plan currently does not provide for any
discount on Common Stock purchased with reinvested dividends or voluntary cash
distributions. From time to time the Board of Directors of the Company or its
designee may approve discounts applicable to the purchase of Common Stock with
cash dividends and/or optional cash pursuant to the Plan.
 
OPTIONAL CASH PAYMENTS
 
11. Who is eligible to make optional cash payments?
 
    Only Eligible Stockholders who have elected to participate in the Plan by
reinvesting cash dividends on Common Stock held by such person may make, or
authorize the making of, an optional cash payment for the purchase of shares of
the Company's Common Stock.
 
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12. How are optional cash payments made?
 
    All Registered Owners of the Company's Common Stock except for brokers,
banks and other nominees (for which the manner to participate is discussed
below) who have submitted a signed Authorization Form may make optional cash
payments at any time. A broker, bank nominee or trustee, as holder on behalf of
a Beneficial Owner, may also utilize the Authorization Form for optional cash
payments, unless it holds the shares in the name of a major securities
depository.
 
    Except in those cases where a B & N form is required (as discussed below),
an optional cash payment may be made by an Eligible Stockholder when enrolling
in the Plan by enclosing a check or money order with the Authorization Form.
Checks or money orders should be made payable to the Bank and returned along
with the Authorization Form in the envelope provided. Once enrolled in the Plan,
a participant may continue to make optional cash contributions at any time by
forwarding his or her payment to the Bank, accompanied by the tear-off portion,
properly completed and signed, of a statement of account previously sent to the
participant, as described in Question 15.
 
    In the event a broker, bank nominee or trustee holds shares of a Beneficial
Owner in the name of a major securities depository, optional cash payments must
be made on the Broker and Nominee Form (the "B & N Form").
 
    The B & N Form provides the sole means whereby a broker, bank nominee or
trustee holding shares of a Beneficial Owner in the name of a major securities
depository may invest optional cash payments on behalf of such Beneficial Owner.
In such case, the broker, bank nominee or trustee must use the B & N form for
transmitting optional cash payments on behalf of the Beneficial Owner. A B & N
Form must be delivered to the Bank each time that such broker, bank nominee or
trustee transmits optional cash payments on behalf of a Beneficial Owner. B & N
Forms will be furnished at any time upon written request to the Bank at the
address specified in Question 5.
 
13. When will optional cash payments received by the Bank be invested?
 
    The Bank will apply any optional cash payment received on or before the
business day immediately preceding a Pricing Period to the purchase of shares of
Common Stock for the account of such participant. Any optional cash payment
received on or after the first day of a Pricing Period will be applied to the
purchase of shares of Common Stock on the Investment Date following the next
Pricing Period. An optional cash payment made by check or other draft will not
be applied to the purchase of shares of Common Stock on an Investment Date
unless such check or draft has cleared prior to such Investment Date. Under no
circumstances will interest be paid on optional cash payments. THEREFORE,
ALTHOUGH OPTIONAL CASH PAYMENTS MAY BE MADE AT ANY TIME, PARTICIPANTS ARE
STRONGLY URGED TO TRANSMIT THEIR OPTIONAL CASH PAYMENTS SO AS TO ASSURE THAT THE
BANK HAS RECEIVED SUCH PAYMENTS ON, OR AS LATE AS POSSIBLE BUT NO LATER THAN,
THE BUSINESS DAY IMMEDIATELY PRECEDING THE APPLICABLE PRICING PERIOD.
 
14. What are the limits on optional cash payments?
 
    Optional cash payments by a participant must be at least $10, but cannot
exceed $10,000 per quarter. The same amount of money need not be sent each
quarter, and there is no obligation to make an optional cash payment each
quarter.
 
    Optional cash payments of less than $10 and any optional cash payment which
exceeds the allowable quarterly maximum amount will be returned to the
participant without interest. The maximum and minimum limitations on the amounts
of optional cash payments described above are subject to change at any time at
the Company's sole discretion.
 
    For purposes of these limitations, in the Company's sole discretion all
optional cash payments for holders with more than one account using the same
social security number or taxpayer identification
 
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number may be aggregated. The Company reserves the right to decide that future
participation in the Plan is dependent upon past compliance with these optional
cash payment terms.
 
    For purposes of these limitations, all Plan accounts which the Company, in
its sole judgment, believes to be under common control or management or to have
common ultimate beneficial ownership will be aggregated. If the Company
determines that such accounts will be aggregated, unless the Company has also
determined that investments of optional cash payments for such accounts would be
consistent with the purposes of the Plan, the Company will have the right to
return within 30 days of receipt any optional cash payments in excess of $10,000
received in respect of such accounts for any quarter.
 
    The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of holders of shares of Common Stock.
 
    Notwithstanding anything contained herein to the contrary, the Company may
establish for any Pricing Period a minimum price (before deducting any discount)
for the investment of optional cash payments (the "Threshold Price"). The
Company, in its sole discretion after a review of current market conditions and
other factors, will determine at least five business days prior to each Pricing
Period whether to establish a Threshold Price and, if a Threshold Price is
established, its amount. A participant may obtain information as to whether a
Threshold Price has been established for any Pricing Period and, if so, as to
its amount by telephoning the Company at any time at (401) 278-3395 (or such
other telephone number as the Company may designate from time to time), as set
forth on a participant's statement of account. See Question 15.
 
    The Threshold Price, if established for any Pricing Period, will be a stated
dollar amount that the average of the high and low sale prices of the Company's
Common Stock on the New York Stock Exchange-Composite Tape for a trading day of
the Pricing Period (a "Daily Market Price") must equal or exceed. If a Daily
Market Price is less than the Threshold Price, such Daily Market Price will be
excluded from the Pricing Period for purposes of determining the market price
applicable to the investment of optional cash payments (but not to the
reinvestment of dividends), except as set forth below.
 
    If the Threshold Price is greater than each Daily Market Price during a
Pricing Period for a particular Investment Date, prior to 5:00 p.m. on the last
business day prior to such Investment Date, the Company shall have the right to
determine, in its sole discretion, whether the optional cash payments in excess
of $500 in the aggregate per participant or beneficial owner will be invested at
the market price on such Investment Date. If the Company determines that such
payments are not to be so invested, such payments will be returned to the
participants as promptly as practicable following the Investment Date, without
interest.
 
    A participant may call the Company at the telephone number listed above to
ascertain the market price and if optional cash payments in excess of $500 are
to be invested on the Investment Date. The foregoing Threshold Price concept and
return procedure apply only to original issue shares and optional cash payments
in excess of $500 in the aggregate per participant or beneficial owner.
 
REPORTS TO PARTICIPANTS
 
15. What kind of reports are sent to participants in the Plan?
 
    Each participant in the Plan receives a statement of account as promptly as
practicable after each purchase for the participant's account. These statements
are a participant's continuing record of the dates and cost of purchases and
should be retained for income tax purposes. In addition, each participant as a
stockholder receives periodic communications made available to stockholders.
 
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DIVIDENDS
 
16. Are participants credited with dividends on shares held in their account
under the Plan?
 
    As the record holder of the Common Stock in the Plan, the Bank, as agent for
the participants, receives dividends for all shares of Common Stock held in the
Plan on the applicable record date, regardless of whether such shares were
purchased directly or with reinvested dividends. It credits such dividends to
participants on the basis of full and fractional shares held in their accounts.
All dividends will be reinvested in Common Stock at 100% of the market price. In
its sole discretion, the Company may determine from time to time whether any
dividend reinvestment discount shall apply and shall notify participants of any
such discount.
 
CERTIFICATES FOR SHARES
 
17. Are stock certificates issued for shares of Common Stock purchased?
 
    Certificates for Common Stock purchased under the Plan are not generally
issued to participants. The number of shares credited to an account under the
Plan is shown on the participant's statement of account. Except as indicated
below, a participant may receive certificates for full shares accumulated in his
account under the Plan at any time by sending a written request to the Bank.
When certificates are issued to the participant, future dividends on those
shares are treated in accordance with the participant's instructions as
indicated on the Authorization Form. If certificates for less than all of the
shares in a participant's account are issued, any remaining full shares and
fractional shares are reflected in the participant's account and the participant
remains enrolled in the Plan until the participant terminates his participation.
Any participant whose account in the Plan is reduced to zero as a result of the
withdrawal or sale of shares and who is not reinvesting dividends from any
shares owned by him is deemed to have withdrawn from the Plan.
 
    Generally, requests for issuance of certificates for shares of Common Stock
will be processed as promptly as practicable. However, requests received by the
Bank during the period commencing after a record date and ending on the ensuing
dividend payment date will not be effective until dividends for such record date
have been invested and the shares have been allocated to the account of the
respective participant.
 
    A participant's rights under the Plan and shares credited to the account of
a participant under the Plan may not be pledged. A participant who wishes to
pledge such shares must request that certificates for such shares be issued in
his name.
 
    Certificates for fractional shares are not issued under any circumstance.
 
18. In whose name are accounts maintained and certificates registered when
issued?
 
    Accounts in the Plan are maintained in the names in which the certificates
of participants were registered at the time they entered the Plan. Consequently,
certificates for whole shares are similarly registered when issued.
 
WITHDRAWAL FROM THE PLAN
 
19. When and how may a participant withdraw from the Plan?
 
    A participant may withdraw from the Plan by giving written notice to the
Bank that he or she wishes to withdraw. When a participant withdraws from the
Plan (or upon termination of the Plan by the Company) certificates for whole
shares in his account under the Plan are issued and a cash payment is made for
any fraction of a share in such account.
 
    If the request to withdraw is received by the Bank on or before the record
date for a dividend, the withdrawal is duly processed and such dividend is not
reinvested on the next dividend payment date. Any notice of termination received
during the period after a dividend record date and ending on the
 
                                       8

ensuing dividend payment date is not effective until dividends for such record
date have been invested and the shares have been allocated to the account of the
respective participant. After such dividends are invested and allocated to the
participants' accounts, withdrawals received during such period will be
processed. Allocations may take up to two weeks after dividend payment. Neither
the Bank nor the Company is responsible for losses during such periods.
 
20. May a participant terminate the reinvestment of dividends on shares held in
    his name and still remain in the Plan?
 
    Yes. A participant who terminates the reinvestment of dividends paid on
shares registered in his name may leave in the Plan the shares previously
purchased for his or her account in the Plan. Dividends paid on the shares left
in the Plan continue to be reinvested automatically for his or her account.
However, the participant may not invest optional cash payments in shares of
Common Stock pursuant to the Plan once the participant terminates the
reinvestment of dividends paid on shares registered in his name. See Question
11.
 
OTHER INFORMATION
 
21. What happens when a participant sells or transfers all of the shares
registered in his name?
 
    If a participant disposes of all the shares of Common Stock registered in
his name, the Bank, until it is otherwise notified, continues to reinvest the
dividends on the shares of Common Stock in the participant's account in the
Plan. However, the participant may not invest optional cash payments in shares
of Common Stock pursuant to the Plan once the participant ceases to be a holder
of Common Stock.
 
22. If the Company issues rights to purchase securities to the holders of Common
    Stock, how will the rights on Plan shares be handled?
 
    In the event that the Company makes available to the holders of its Common
Stock rights to purchase additional shares of Common Stock or any other
securities, the Bank will sell such rights (if such rights are saleable and
detachable from the Common Stock) accruing to shares of Common Stock held by the
Bank for participants and invest the proceeds in additional shares of Common
Stock on the next dividend payment date for the Common Stock. In the event such
rights are not saleable and detachable, the Plan will hold such rights for the
benefit of participants. A participant who wishes to receive directly any such
rights may do so by sending to the Bank, at least two weeks prior to the rights
offering record date, a written request that certificates for shares in his
account be sent to him.
 
    Each share of Common Stock currently outstanding and issued after the date
hereof is issued with a preferred share purchase right (a "Right"). The Rights
are not represented by separate certificates and are not exercisable or
transferable apart from the Common Stock until certain events occur. The Rights
are described in the Company's Registration Statement on Form 8-A dated November
29,1990, as amended, which is incorporated by reference herein.
 
23. What happens if the Company issues a stock dividend or declares a stock
split?
 
    Any shares representing stock dividends (payable in Common Stock) or stock
splits distributed by the Company on shares of Common Stock credited to the
account of a participant under the Plan will be added to the participant's
account. Shares representing stock dividends payable other than in Common Stock
or stock splits distributed by the Company on shares of Common Stock credited to
the account of a participant under the Plan shall be paid to the Bank, which
shall distribute the shares in accordance with the interests in the Plan. Shares
representing stock dividends or split shares distributed on shares registered in
the name of the participant will be mailed directly to such participant in the
same manner as to stockholders who are not participating in the Plan.
 
                                       9

24. How are a participant's shares held under the Plan to be voted at meetings
of stockholders?
 
    Full shares of Common Stock credited to the account of a participant under
the Plan are voted by the Bank as record holder in accordance with instructions
of the participant given to the Bank on an instruction form or proxy furnished
to the participant. If the participant desires to vote in person at a meeting, a
proxy to vote the number of full shares credited to his account under the Plan
may be obtained upon written request received by the Bank at least 15 days
before the meeting.
 
25. What are the Federal income tax consequences of participation in the Plan?
 
    In the case of reinvested dividends, the participant must include in gross
income a dividend equal to the fair market value of the shares purchased,
determined using the average market price per share, as described in Question
10, applicable to the Pricing Period for which the shares are purchased. The
participant's basis in those shares will also equal the fair market value of the
shares.
 
    In the case of shares purchased with optional cash payments, the
participant's basis in the shares acquired will be the amount of such optional
cash payment. In the event the Company offers in the future a discount for
purchases of Common Stock with optional cash, the excess of the fair market
value of the shares purchased, determined as described in the preceding
paragraph, over the actual optional cash payment constitutes a dividend to the
participant in the year the shares are purchased. In such case, the
participant's basis in the shares acquired with optional cash payments will be
the optional cash payment plus the excess of the fair market value of the shares
purchased over the optional cash payment.
 
    A participant's holding period for shares acquired pursuant to the Plan with
reinvested dividends or optional cash payments will begin on the day following
the Investment Date.
 
    The foregoing discussion regarding dividend income is based on the
assumption that shares are purchased directly from the Company. If the shares
are purchased in the open market the tax consequences outlined above will
generally be the same. However, the market price will be deemed to be the
average price of all shares purchased in the open market for participants in the
Plan. In addition, the payment of brokerage commissions by the Company in
connection with open market purchases will be treated as additional dividend
income to the participants in the Plan.
 
    A participant will not realize any taxable income when he receives a
certificate for whole shares credited to his account, either upon his request
for certain of those shares or upon withdrawal from, or termination of, the
Plan.
 
    A participant will realize gain or loss when shares are sold or exchanged
after withdrawal from, or termination of, the Plan and, in the case of a
fractional share, when the participant receives a cash payment for a fraction of
a share credited to his account. The amount of such gain or loss will be the
difference between the amount which the participant receives for the shares or
fraction of a share and the tax basis thereof.
 
    If the Internal Revenue Service informs the Company that the participant has
filed an incorrect social security number or that the participant is subject to
backup withholding, the Company must withhold 31% of all dividends. With regard
to accounts established after December 31, 1983, the Company will also be
required to impose the 31% backup withholding if the participant fails to
provide his correct social security number under penalties of perjury. Pursuant
to applicable Temporary Regulations, these backup withholding rules apply to
dividends reinvested under the Plan.
 
    All participants are urged to consult their own tax advisors to determine
the particular tax consequences which may result from their participation in the
Plan and the subsequent disposal by them of shares purchased pursuant to the
Plan. The income tax consequences for participants who do not reside in the
United States will vary from jurisdiction to jurisdiction. Stockholders who are
not residents of the United States and whose dividends are subject to United
States income tax withholding are not eligible to participate in the Plan.
 
                                       10

26. What is the responsibility of the Company, the Bank and Citizens under the
Plan?
 
    The Company and the Bank in administering the Plan are not liable for any
act done in good faith or as required by applicable securities laws or for their
good faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death. The
Company, the Bank and Citizens are not liable with respect to the prices at
which shares are purchased for the participant's account and the time when such
purchases are made, with respect to any loss or fluctuation in the market value
after purchase of shares, or any loss resulting from price fluctuation when
items are in process or are delayed because of untimely receipt.
 
27. May the Plan be changed or discontinued?
 
    The Plan may be amended, suspended, modified or terminated at any time
without the approval of the participants. In such a case, the Company will use
all reasonable efforts to notify participants of such amendment, suspension,
modification or termination. A question of interpretation arising with respect
to the Plan will be determined by the Company and its determination will be
final and binding upon all participants. The Company reserves the right to
terminate the participation of any participant at any time for the reasons set
forth in this Prospectus or for any other reason.
 
28. Who bears the risk of market price fluctuations in the Common Stock?
 
    A participant's investment in shares acquired under the Plan is no different
from investment in directly-held shares in this regard. The participant bears
the risk of loss and realizes the benefits of any gain from market price changes
with respect to all such shares held by him in the Plan or otherwise. A
participant should note that the timing of distributions and processing thereof
may affect the availability of the shares to the participant for resale.


RESALE RESTRICTIONS
 
29. Are employees restricted in any way from reselling common stock acquired
under the Plan?
 
    Some employees are so restricted. Employees who are "affiliates" of the
Company, as that term is defined in Rule 405 promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), may not publicly reoffer shares acquired under
the Plan except pursuant to Rule 144 of the Commission or pursuant to an
effective Registration Statement. Rule 405 defines an "affiliate" as a person
who directly, or indirectly through one or more intermediaries, controls, is
controlled by or under common control with the Company. Directors and certain
officers of the Company may be "affiliates" of the Company under this
definition. The Company has no present intention of filing a Registration
Statement which would permit the Company "affiliates" to reoffer Common Stock
acquired under the Plan.
 
    Employees who are not affiliates of the Company are free to sell at any time
the Common Stock acquired under the Plan.
 
    Directors and certain executive officers of the Company participating in the
Plan are subject to the reporting obligations of Section 16(a) and the
short-swing profit recovery provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), with respect to purchases
of the Common Stock made under the Plan with optional cash payments. While such
directors and officers are not subject to the short-swing profit recovery
provisions of Section 16(b) of the Exchange Act with respect to purchases of the
Common Stock made under the Plan with reinvested dividends, such purchases must
be disclosed on reports filed pursuant to Section 16(a) of the Exchange Act.
 
                                       11

                                USE OF PROCEEDS
 
    The Company intends to use proceeds from the sale of its Common Stock for
general corporate purposes, including investments in, or extensions of credit
to, its subsidiaries.
 
                                  COMMON STOCK
 
    Holders of the Common Stock of the Company are entitled to share equally,
share for share, in dividends payable in cash, stock or other property, when, as
and if declared by its Board of Directors. In the event of any liquidation,
dissolution or winding-up, the holders of the Common Stock are entitled to
receive, on a share for share basis, any assets or funds of the Company which
are distributable to its holders of Common Stock upon such events. Holders of
the Common Stock are entitled to one vote for each share held on all matters
voted upon by stockholders. Holders of Common Stock are not entitled to
preemptive rights or to cumulative voting rights. The shares of Common Stock
issued or to be issued upon receipt of payment therefor by the Company in
accordance with the terms set forth in the Plan will be validly issued, fully
paid and non-assessable.
 
    The Company is a legal entity separate and distinct from its subsidiaries.
There are various limitations on the extent to which banking subsidiaries of the
Company can finance or otherwise transfer funds to the Company or its nonbanking
subsidiaries, whether in the form of loans, extensions of credit, investments or
asset purchases. In addition, there are regulatory limitations on the payment of
dividends directly or indirectly to the Company from its banking subsidiaries.
Various agencies have discretionary authority to further limit payments of
dividends under certain circumstances. The right of the Company to participate
in any distribution of the assets or earnings of any subsidiary is also subject
to the prior claims of creditors of such subsidiary, except to the extent to
which claims of the Company as a creditor may be recognized.
 
                               COMMON STOCK PRICE
 
    On January 3, 1996, the last reported sale price of the Company's Common
Stock on the New York Stock Exchange--Composite Transactions was $42.50. The
Common Stock is listed on the New York Stock Exchange.
 
                             AVAILABLE INFORMATION
 
    The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports, proxy statements and other
information with the Commission. Proxy statements, reports and other information
concerning the Company can be inspected and copied at the Commission's office at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
the Commission's Regional Offices in New York (Suite 1300, Seven World Trade
Center, New York, New York 10048), and Chicago (Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Common
Stock is listed on the New York Stock Exchange. Reports, proxy material and
other information concerning the Company also may be inspected at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York 10005. This
Prospectus does not contain all the information set forth in the Registration
Statement and Exhibits thereto which the Company has filed with the Commission
under the Securities Act, which may be obtained from the Public Reference
Section of the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of the prescribed fees, and to which
reference is hereby made.
 
                                       12

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
    The following documents filed by the Company with the Commission by the
Company are incorporated in this Prospectus by reference:
 
        1. Annual Report on Form 10-K for the year ended December 31, 1994, as
    amended by a Form 10-K/A dated April 28, 1995.
 
        2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
    June 30, 1995 and September 30, 1995.
 
        3. Current Reports on Form 8-K dated January 18, 1995, January 27, 1995,
    February 20, 1995, February 21, 1995, April 13, 1995, May 11, 1995, May 17,
    1995, June 21, 1995, August 11, 1995, August 23, 1995, October 18, 1995,
    October 26, 1995, November 15, 1995, November 30, 1995 and December 19,
    1995.
 
        4. The description of the Common Stock contained in a Registration
    Statement filed by Industrial National Corporation (predecessor to the
    Company) on Form 8-B dated May 29, 1970, and any amendment or report filed
    for the purpose of updating such description.
 
        5. The description of the Preferred Share Purchase Rights contained in
    the Company's Registration Statement on Form 8-A dated November 29, 1990,
    and any amendment or report filed for the purpose of updating such
    description.
 
    Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
 
    All documents filed with the Commission by the Company pursuant to Sections
13, 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock offered hereby
are incorporated herein by reference and such documents shall be deemed to be a
part hereof from the date of filing of such documents. Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
 
    ANY PERSON RECEIVING A COPY OF THIS PROSPECTUS MAY OBTAIN, WITHOUT CHARGE,
UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OF THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN (OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS). WRITTEN REQUESTS
SHOULD BE MAILED TO INVESTOR RELATIONS DEPARTMENT, FLEET FINANCIAL GROUP, INC.,
ONE FEDERAL STREET, BOSTON, MASSACHUSETTS 02211. TELEPHONE REQUESTS MAY BE
DIRECTED TO (617) 292-2000.
 
                                 LEGAL OPINION
 
    The validity of the shares of Common Stock offered hereby was passed upon
for the Company by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode
Island 02903. V. Duncan Johnson, a partner of Edwards & Angell, is a director of
Fleet National Bank; Fleet Bank, National Association; and Fleet Bank of
Massachusetts, National Association, Fleet National Bank of Massachusetts, and
Fleet National Bank of Connecticut, each a wholly-owned subsidiary of the
Company, and beneficially owns a 4,052 shares of Common Stock.
 
                                       13

                                    EXPERTS
 
    The consolidated financial statements of the Company appearing in the
Company's 1994 Annual Report to Stockholders and incorporated by reference in
the Company's 1994 Annual Report on Form 10-K for the year ended December 31,
1994 (as amended by a Form 10-K/A dated April 28, 1995), incorporated by
reference herein have been incorporated by reference herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP covering the December 31, 1994 financial
statements refers to a change in the method of accounting for investments.
 
    The consolidated financial statements of Shawmut incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K dated April
13, 1995, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
 
                                INDEMNIFICATION
 
    The Company's By-Laws provide for indemnification to the extent permitted by
Section 7-1.1-4.1 of the Rhode Island Business Corporation Law. Such section, as
adopted by the By-Laws, requires the Company to indemnify directors, officers,
employees or agents against judgments, fines, reasonable costs, expenses and
counsel fees paid or incurred in connection with any proceeding to which such
director, officer, employee or agent or his legal representative may be a party
(or for testifying when not a party) by reason of his being a director, officer,
employee or agent, provided that such director, officer, employee or agent shall
have acted in good faith and shall have reasonably believed (a) if he was acting
in his official capacity that his conduct was in the Company's best interests,
and (b) in all other cases that his conduct was at least not opposed to its best
interests, and (c)in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. The Company's By-Laws provide that
such rights to indemnification are contract rights and that the expenses
incurred by an indemnified person shall be paid in advance of a final
disposition of any proceeding; provided, however, that if required under
applicable law, such person delivers a written affirmation that he has met the
standards of care required under such provisions to be entitled to
indemnification. With respect to possible indemnification of directors, officers
and controlling persons of the Company for liabilities arising under the
Securities Act pursuant to such provisions, the Company is aware that the
Commission has publicly taken the position that such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
 
                                 CORRESPONDENCE
 
    All correspondence concerning the Plan should be addressed to:
 
                             FLEET NATIONAL BANK
                             STOCK TRANSFER DEPARTMENT
                             P.O. BOX 366
                             MAIL CODE RIM00317
                             PROVIDENCE, RI 02901
 
                                       14

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  NO DEALER, SALESMAN OR OTHER PERSON
HAS BEEN AUTHORIZED TO GIVE ANY 
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE 
CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER MADE BY THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH 
INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE                    [LOGO]
DELIVERY OF THIS PROSPECTUS NOR ANY                Fleet Financial Group
SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION
BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE
TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.
 
        -------------------
 
        TABLE OF CONTENTS
                                  PAGE
                                  ----
Fleet Financial Group, Inc.......   2
Description of the Dividend
  Reinvestment and Stock Purchase
    Plan.........................   2
  Purpose........................   2
  Advantages to Participants.....   2
  Administration.................   3
  Participation..................   3
  Costs..........................   4
  Purchases......................   5
  Optional Cash Payments.........   5
  Reports to Participants........   7
  Dividends......................   8
  Certificates for Shares........   8
  Withdrawal from the Plan.......   8
  Other Information..............   9              DIVIDEND REINVESTMENT
  Resale Restrictions............  11                       AND
Use of Proceeds..................  12               STOCK PURCHASE PLAN
Common Stock.....................  12
Common Stock Price...............  12
Available Information............  12
Incorporation of Certain Documents
  by Reference...................  13
Legal Opinion....................  13
Experts..........................  14
Indemnification..................  14
Correspondence...................  14


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