FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Fleet Financial Group, Inc.
(Exact name of registrant as specified in its charter)
Rhode Island 05-0341324
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
50 Kennedy Plaza, Providence, Rhode Island 02903
(Address of principal executive offices) (Zip Code)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange
to be so registered on which each class
is to be registered
Warrants to Purchase New York Stock
Common Stock, $1.00 Exchange, Inc.
par value
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT:
Not Applicable
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ITEM 1. Description of Registrant's Securities to be
Registered.
Incorporated by reference herein is the description of
the Warrants provided in the Registrant's Registration
Statement filed pursuant to the Securities Act of 1933
on Form S-4, as amended (Registration No. 33-55579)
beneath the caption labeled "Description of Securities".
ITEM 2. Exhibits.
1. Restated Articles of Incorporation and By-laws of
the Company (incorporated by reference to Exhibit
1 of the Company's Form 10-Q Quarterly Report
dated June 30, 1992).
2. Form of Warrant Agreement (incorporated by
reference to Exhibit 4(d) of Registration
Statement No. 33-55579).
3. Form of Warrant Certificate (incorporated by
reference to Exhibit A of Exhibit 4(d) of
Registration Statement No. 33-55579).
4. Rights Agreement dated as of November 21, 1990
between the Registrant and Fleet National Bank,
as amended by a First Amendment thereto dated as
of March 28, 1991 and a Second Amendment thereto
dated as of July 12, 1991 (incorporated by
reference to Exhibit 1 to the Registrant's
Current Report on Form 8-K dated November 21,
1990 and Exhibits 4(a) and 4(b) to the
Registrant's Current Report on Form 8-K dated
March 28, 1991).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
FLEET FINANCIAL GROUP, INC.
Registrant
December 27, 1994 By: /s/William C. Mutterperl
William C. Mutterperl
Senior Vice President,
General Counsel and Secretary
