FLEET FINANCIAL GROUP INC /RI/
8-K, 1994-08-18
NATIONAL COMMERCIAL BANKS
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                  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) August 15, 1994   


                    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)




<PAGE>


Item 5.  Other Events.


         Pursuant to Form 8-K, General Instructions F, 
    Registrant hereby incorporates by reference the press 
    release attached hereto as Exhibit 28.

Item 7.  Financial Statements and Other Exhibits.

         Exhibit No.              Description

         Exhibit 28               Fleet Financial Group,
                                  Inc. Press Release
                                  Dated August 15, 1994


                             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



Dated:  August 15, 1994




                         EXHIBIT 28



Robert W. Lougee, Jr.             Media:
Vice President and Director       Thomas L. Lavelle
Corporate Communications          (401) 278-3003
(401) 278-5879                    Stacy Stout
                                  (404) 392-2404

Bruce P. Crooks                   Investor:
(401) 278-6241                    Judith B. Ragge
                                  (401) 278-6444


         Fleet Financial Group Completes Acquisition
                of Sterling Bancshares Corp.


    Providence, R.I., August 15, 1994:  Fleet Financial Group 
today completed its acquisition of Sterling Bancshares Corp. 
(NASDAQ-STLG), Waltham, Mass., it was announced by Terrence 
Murray, Fleet's chairman and chief executive officer.

    Under terms of the acquisition, originally announced last 
October, Fleet acquired the $1-billion parent company of 
Sterling Bank for approximately $125 million in stock, or 
$39.50 for each share of Sterling common stock.

    Sterling operates 13 banking offices in eastern 
Massachusetts, predominantly in Middlesex County.  They will be 
merged into the $9.2-billion Fleet Bank of Massachusetts, N.A., 
which has 154 branches throughout the state.

    Murray terms the Sterling acquisition "a highly attractive 
match" that will help Fleet expand its community lending 
activities involving middle-market companies, as well as its 
consumer banking and investment services businesses, in one of 
New England's most attractive and affluent markets.

    The acquisition agreement provides Sterling stockholders 
with 1.096 shares of Fleet Financial Group stock for each 
Sterling share.  The transaction will be treated as a pooling 
of interests and is anticipated to be tax-free to Sterling 
shareholders.

    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.




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