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) December 5, 1996
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                           FLEET FINANCIAL GROUP, INC.
                             FLEET CAPITAL TRUST I
                             FLEET CAPITAL TRUST II
                            FLEET CAPITAL TRUST III
                             FLEET CAPITAL TRUST IV
                             FLEET CAPITAL TRUST V
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                  RHODE ISLAND
                                    DELAWARE
                                    DELAWARE
                                    DELAWARE
                                    DELAWARE
                                    DELAWARE
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

                                   05-0341324
                                   04-3337370
                                   04-3337371
                                   04-3337374
                                   04-3337377
                  1-6366           04-3337382
         --------------------------------------------------------------
         (Commission File Number)     (IRS Employer Identification No.)

          One Federal Street, Boston, Massachusetts         02110
          ----------------------------------------------------------
          (Address of principal executive offices)        (Zip Code)

       Registrant's telephone number, including area code: (617) 292-2000
                                                           --------------

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




Item 5.   Other Materially Important Events.

               On December 5, 1996 the Registrant's Registration Statement on
          Form S-3 (No. 333-15435) was declared effective by the Securities and
          Exchange Commission. Registrant hereby refiles an amended and restated
          Exhibit 5(b) to such Registration Statement.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements

          Not applicable

     (b)  Pro Forma Financial Statements

          Not applicable

     (c)  Exhibits

          The following exhibits are filed as part of this report:

          5(b) Opinion of Skadden, Arps, Slate, Meagher & Flom (Delaware),
               special Delaware counsel to the Registrant.




                                   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,
                                          General Counsel and Secretary


Date:  December 10, 1996

EX-5.(B)

                                                                    EXHIBIT 5(b)

                                                December 4, 1996

Fleet Financial Group, Inc.
Fleet Capital Trust I
Fleet Capital Trust II
Fleet Capital Trust III
Fleet Capital Trust IV
Fleet Capital Trust V
c/o Fleet Financial Group, Inc.
One Federal Street
Boston, Massachusetts 02110

     Re:  Fleet Financial Group, Inc.; 
          Fleet Capital Trust I, II, III, IV and V;
          Registration Statement on Form S-3 
          (Registration No. 333-15435)
          -----------------------------------------

Ladies and Gentlemen:

     We have acted as special Delaware counsel to (1) Fleet Capital Trust I,
Fleet Capital Trust II, Fleet Capital Trust III, Fleet Capital Trust IV and
Fleet Capital Trust V (each, a "Fleet Capital Trust" and, together, the "Fleet
Capital Trusts"), each a statutory business trust formed under the laws of the
State of Delaware, and (2) Fleet Financial Group, Inc., a corporation organized
under the laws of the State of Rhode Island (the "Company"), in connection with
the preparation of a Registration Statement on Form S-3 (Registration No.
333-15435), filed by the Company and the Fleet Capital Trusts with the
Securities and Exchange Commission (the "Commission") on November 1, 1996 under
the Securities Act of 1933, as amended 



Fleet Capital Trust I, II, III, IV and V;
Fleet Financial Group, Inc.; 
Page 2


(the "Act"), Amendment No. 1 thereto, filed with the Commission on November 6,
1996, and Amendment No. 2 thereto, filed with the Commission on December 4, 1996
(such Registration Statement, as so amended, being hereinafter referred to as
the "Registration Statement"), in connection with the public offering of
preferred securities (the "Trust Preferred Securities") of each of the Fleet
Capital Trusts, and certain other securities.

     The Trust Preferred Securities of each Fleet Capital Trust are to be issued
pursuant to the Amended and Restated Declaration of Trust of such Fleet Capital
Trust (each, a "Declaration" and, collectively, the "Declarations"), each such
Declaration being among the Company, as sponsor, First Chicago Delaware Inc., as
Delaware trustee (the "Delaware Trustee"), The First National Bank of Chicago,
as institutional trustee (the "Institutional Trustee"), and Eugene M. McQuade,
Douglas J. Jacobs and John R. Rodehurst, as trustees (together, the "Regular
Trustees").

     This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration
Statement.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust of each of the Fleet Capital Trusts (the "Certificates of Trust"), in each
case filed with the Secretary of State of the State of Delaware on November 1,
1996; (ii) the form of the Declaration of each of the Fleet Capital Trusts;
(iii) the form of the Trust Preferred Securities of each of the Fleet Capital
Trusts and (iv) the Registration Statement. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals 




Fleet Capital Trust I, II, III, IV and V;
Fleet Financial Group, Inc.; 
Page 3


of such copies. In making our examination of documents executed by parties other
than the Fleet Capital Trusts, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and that
such documents constitute valid and binding obligations of such parties. In
addition, we have assumed that the Declaration of each Fleet Capital Trust and
the Trust Preferred Securities of each Fleet Capital Trust, when executed, will
be executed in substantially the forms reviewed by us. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers, trustees and other representatives of the Company, the Fleet Capital
Trusts and others.

     Members of our firm are admitted to the bar in the State of Delaware, and
we do not express any opinion as to the laws of any jurisdiction other than the
laws of the State of Delaware.

     Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that the Trust Preferred
Securities of each Fleet Capital Trust, when the Declaration of such Fleet
Capital Trust is duly executed and delivered by the parties thereto and the
terms of the Trust Preferred Securities are established in accordance with the
terms of the Declaration of such Fleet Capital Trust, will be duly authorized
for issuance and, when issued, executed and authenticated in accordance with the
Declaration of such Fleet Capital Trust and delivered and paid for as
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable, representing undivided beneficial interests in the assets of
such Fleet Capital Trust; and the holders of such Trust Preferred Securities
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We bring to your attention, however,
that the holders of Trust Preferred Securities of each Fleet Capital Trust may
be obligated, pursuant to the Declaration of such Fleet Capital Trust, to (i)
provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers of such Trust Preferred Securities
and (ii) provide security and 



Fleet Capital Trust I, II, III, IV and V;
Fleet Financial Group, Inc.; 
Page 4


indemnity in connection with the requests of or directions to the Institutional
Trustee of such Fleet Capital Trust to exercise its rights and powers under the
Declaration of such Fleet Capital Trust.

     This opinion is furnished to you solely for your benefit in connection with
the filing of the Registration Statement and, except as set forth below, is not
to be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person for any purpose without our prior written
consent. We hereby consent to the use of our name under the heading "Legal
Matters" in the prospectus which forms a part of the Registration Statement. We
also hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.


                                       Very truly yours,

                                       /s/ Skadden, Arps, Slate, Meagher &
                                           Flom (Delaware)