##
##
## -#- WPPAC-1153
##
Registration No. 33-51745
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
FLEET FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Rhode Island
(State or other jurisdiction of
incorporation or organization)
05-0341324
(I.R.S. Employer Identification No.)
6711
(Primary Standard Industrial Classification Code Number)
50 Kennedy Plaza,
Providence, Rhode Island 02903
401-278-5800
(Address, including zip code and telephone number,
including area code of registrant's
principal executive offices)
WILLIAM C. MUTTERPERL, ESQ.
FLEET FINANCIAL GROUP, INC.
50 Kennedy Plaza
Providence, Rhode Island 02903
(401) 278-5880
(Name, address, including zip code and
telephone number, including
area code, of agent for service)
Copies to:
V. Duncan Johnson, Esq. Martin Carmichael III, P.C.
Edwards & Angell Goodwin, Procter & Hoar
2700 Hospital Trust Tower Exchange Place
Providence, Rhode Island 02903 Boston, Massachusetts 02109
<PAGE>
The Registrant hereby amends this Post-Effective Amendment
to the Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that
this Post-Effective Amendment to the Registration Statement
shall thereafter become effective in accordance with Section
8(c) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such dates as the
Commission, acting pursuant to said Section 8(c), may determine.
The Registrant hereby requests deregistration of 4,001,874
shares of its Common Stock, $1 par value, which were registered
in conjunction with the merger of Sterling Bancshares Corp.
with and into the Registrant (the "Merger Transaction"). On
February 8, 1994, the registration of 7,597,272 shares of
Common Stock became effective. In connection with the
consummation of the Merger Transaction, the Registrant issued
3,595,398 shares of its Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of l933,
the Registrant certifies that it has reasonable grounds to
believe that it has duly caused this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of
Providence, and State of Rhode Island, on the dates indicated.
FLEET FINANCIAL GROUP, INC.
Dated: November 16, 1994 By:/s/William C. Mutterperl
William C. Mutterperl
Senior Vice President
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 has been signed by the following persons
in the capacities and on the dates indicated.
Signatures Title Date
/s/ * Chairman and
Terrence Murray President, Chief
Executive Officer
and Director
/s/ * Executive Vice
Eugene M. McQuade President and
Chief Financial
Officer
/s/ * Controller
Robert C. Lamb, Jr.
/s/ * Director
William Barnet, III
/s/ * Director
Bradford R. Boss
/s/ * Director
Paul J. Choquette, Jr.
/s/ * Director
James F. Hardymon
/s/ * Director
Robert M. Kavner
/s/ * Director
Lafayette Keeney
/s/ * Director
Raymond C. Kennedy
/s/ * Director
Ruth R. McMullin
/s/ * Director
Arthur C. Milot
/s/ * Director
Thomas D. O'Connor
/s/ * Director
Michael B. Picotte
/s/ * Director
John A. Reeves
/s/ * Director
John R. Riedman
/s/ * Director
John S. Scott
* By:/s/WILLIAM C. MUTTERPERL
William C. Mutterperl
Senior Vice President
General Counsel and Secretary
Attorney-in-Fact
