Rule 424(b)(3)
File No. 333-00701
1,000,000 Depositary Shares
FLEET FINANCIAL GROUP, INC.
Each Representing a One-Fifth Interest in a Share of
Series VIII Fixed/Adjustable Rate Noncumulative Preferred Stock
Amendment No. 1 to
Prospectus dated March 25, 1996
and
Prospectus Supplement dated July 26, 1996
This Amendment No. 1 to the Prospectus dated March 25, 1996 and
Prospectus Supplement dated July 26, 1996 (the "Prospectus Supplement") is
designed to correct a typographical error appearing on page S-19 of the
Prospectus Supplement. The sixth sentence under the caption "Dividends--General"
on page S-19 is amended to read in its entirety as follows:
"The initial dividend will be $4.30 per share (equivalent to $0.86 per
Depositary Share) and will be payable on January 1, 1997."
Dated: September 25, 1996
