FLEET FINANCIAL GROUP INC /RI/
S-8 POS, 1995-01-30
NATIONAL COMMERCIAL BANKS
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                                                Registration No. 33-32460

                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON,  DC  20549


                        POST-EFFECTIVE AMENDMENT NO. 1
                                      to
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933



                           FLEET FINANCIAL GROUP, INC.           
                --------------------------------------------------
                (Exact name of issuer as specified in its charter)



                 Rhode Island                         05-9341324     
        -------------------------------             -------------------
        (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)              Identification No.)



                  50 KENNEDY PLAZA, PROVIDENCE, RHODE ISLAND 02903
             -----------------------------------------------------------
             (Address of principal executive office, including zip code)



                    AFSA Data Corporation Savings Plan and Trust
                   ----------------------------------------------
                                 (Full title of Plan)



                             WILLIAM C. MUTTERPERL, ESQ.
                    (Senior Vice President and General Counsel)
                             FLEET FINANCIAL GROUP, INC.
                                   50 Kennedy Plaza
                           Providence, Rhode island  02903
                      (Name and address of agent for service)



                                    (401) 278-5880   
            (Telephone number, including area code, of agent for service)




<PAGE>


                            TERMINATION OF OFFERING


   Pursuant to Rule 478(a)(4), Fleet Financial Group, Inc. (the "Company") 
hereby amends its Registration Statement covering 75,000 shares of the $1.00 
par value common stock ("Common Stock"), and an indeterminate number of 
participations, of the Company which was filed December 7, 1989, to terminate 
such offering.  Such amendment is required to remove from registration 65,693 
shares of Common Stock and an indeterminate number of participations which 
remain unsold as of the date hereof.



                                   SIGNATURES

   The Company has duly caused this Post-Effective Amendment No. 1 to the 
Registration Statement to be signed on its behalf by the undersigned, who was 
duly authorized to so sign in the original Registration Statement, in 
Providence, State of Rhode Island on the 30th day of January, 1995.

                                                FLEET FINANCIAL GROUP, INC.



                                             By:  /s/ William C. Mutterperl
                                                 --------------------------
                                                      William C. Mutterperl
                                                        Agent for Service




















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