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:  September 27, 1994



              STATE STREET BOSTON CORPORATION      
________________________________________________________________
      (Exact name of Registrant as specified in its charter)


________________________________________________________________
         (State or other jurisdiction of incorporation)


      0-5108                               04-2456637           
_____________________          _________________________________
 Commission File No.           (IRS Employer Identification No.)


225 Franklin Street, Boston, Massachusetts             02110    
________________________________________________________________
(Address of principal executive offices)              (Zip Code)


                          (617) 786-3000                        
________________________________________________________________
       Registrant's telephone number, including area code











Item 5.   Other Events

          On September 27, 1994 Registrant announced that it had
          signed a definitive agreement with DST Systems, Inc. and
          Kemper Financial Services, Inc. to acquire Investors
          Fiduciary Trust Company ("IFTC") of Kansas City,
          Missouri.  The agreement provides for an exchange of
          Registrant's Common Stock for all of the shares of stock
          of IFTC's holding company.  A copy of Registrant's press
          release is filed as an exhibit hereto.  The execution of
          a letter of intent was reported by Registrant on July 19,
          1994.


Item 7.   Exhibits

          1. Form of press release dated September 27, 1994.




                            SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated:  September 28, 1994




                              STATE STREET BOSTON CORPORATION


                                     Robert J. Malley
                              By:____________________________
                                 Robert J. Malley
                                 Senior Vice President and 
                                 General Counsel











                               -2-




                           EXHIBIT LIST



Form of press release dated September 27, 1994.






































                               -3-

EX-1

                                        NEWS RELEASE

                                For Release: Immediately
                                Contact:     George A. Russell
                                             617/654-3886
                                             Investors & analysts
                                             Susanne G. Clark
                                             617/654-3477





                 STATE STREET BOSTON CORPORATION
            ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE
                INVESTORS FIDUCIARY TRUST COMPANY





Boston, Massachusetts...September 27, 1994



     State Street Boston Corporation announced today that it has
signed a definitive agreement to acquire Investors Fiduciary
Trust Company (IFTC), of Kansas City, Missouri from DST Systems,
Inc. and Kemper Financial Services, Inc.  The letter of intent
was previously announced in July.  State Street will be
exchanging shares of its common stock valued at approximately
$225 million for all the stock of IFTC's holding company, which
owns IFTC and other assets.  The transaction is expected to close
promptly after regulatory and other approvals. 

     IFTC has approximately $130 billion in assets under custody. 
With $1.6 trillion in assets under custody and $139 billion in
assets under management, State Street is a leading servicer of
financial assets worldwide.