FLEET FINANCIAL GROUP INC
8-K, 1996-09-05
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 23, 1996
        ----------------------------------------------------------------

                           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.)


                      One Federal Street, Boston, MA 02211
               -----------------------------------------------------------
              (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code: 617-292-2000


           -----------------------------------------------------------
          (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 99.

Item 7.   Financial Statements and Other Exhibits.

          Exhibit No.                         Description

          Exhibit 99                          Press Release
                                              Dated August 23, 1996


                                   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 and General Counsel



Dated:  August 23, 1996
<PAGE>


                                                                      Exhibit 99

NEWS RELEASE


                        PRESS STATEMENT: BURKE V. LUDWIG

                             BY FLEET NATIONAL BANK


          The United States District Court for the District of Connecticut ruled
          today in the challenge brought by the State of Connecticut against the
          April  merger  of  five  of  Fleet's  national  bank  subsidiaries  in
          Connecticut,  Massachusetts and Rhode Island. The court ruled that the
          Comptroller  of the Currency  exceeded its  authority in approving the
          merger.

          Despite  today's   ruling,   Fleet  continues  to  maintain  that  the
          interpretation  of  federal  banking  law  by the  Comptroller  of the
          Currency  is  correct,  and that the merger was  properly  structured,
          approved,  and  consummated.  The  merger  of  Fleet's  national  bank
          subsidiaries mirrored a virtually identical merger completed last year
          by BayBanks,  Inc. under the same laws, without  challenge.  The court
          remanded the matter to the Comptroller of the Currency and the Banking
          Commissioner  for further  consideration,  and Fleet is  currently  in
          discussion  with both  parties.  Fleet intends to appeal the ruling of
          the  District  Court,  and remains  convinced  that the  Comptroller's
          interpretation of federal banking law will ultimately prevail.

          Today's  ruling will have no effect on Fleet's  banking  operations or
          customer service in Connecticut, Massachusetts and Rhode Island.



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