This Amended Prospectus Supplement relates
to the Prospectus dated May 8, 1992 and is
filed pursuant to Rule 424(b)(3)
Registration No. 33-36707
FLEET FINANCIAL GROUP, INC. (THE "COMPANY")
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN (the "Plan")
AMENDED PROSPECTUS SUPPLEMENT NO. 3
DATED NOVEMBER 21, 1995 TO PROSPECTUS
DATED MAY 8, 1992, AND PROSPECTUS SUPPLEMENTS
DATED MAY 8, 1992 AND OCTOBER 21, 1993
Notwithstanding the provisions of the Prospectus and Prospectus Supplement,
each dated May 8, 1992, and Prospectus Supplement No. 2 dated October 21, 1993
(collectively, the "Prospectus"), beginning with the January 1, 1996 Investment
Date and for succeeding monthly Investment Dates, cash dividends will be
reinvested in additional shares of the Company's Common Stock, par value $.01
per share ("Common Stock"), at 100 percent of the market price, i.e, there will
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be no three percent discount from the applicable market price provided in the
Prospectus. As stated in the Prospectus, any discount rates and maximum
contribution amounts may be changed by the Company at any time.
Other than as amended herein, the Plan and Prospectus remain unaffected by
this Amended Prospectus Supplement. Except as otherwise defined herein,
capitalized terms used in this Amended Prospectus Supplement have the meanings
set forth in the Prospectus.
