FLEET FINANCIAL GROUP INC
8-K, 1996-04-09
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) April 1, 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            02110
              ----------------------------------------------------
         (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.
           ------------
Effective April 1, 1996, the five national bank subsidiaries of Fleet Financial
Group, Inc. located in Connecticut, Massachusetts and Rhode Island were merged
into one national bank.  Specifically, Fleet Bank, National Association, Fleet
Bank of Massachusetts, National Association, Fleet National Bank of
Massachusetts and Fleet National Bank merged with and into Fleet National Bank
of Connecticut under the title Fleet National Bank.  The main office of the
surviving bank is located in Springfield, Massachusetts, but the merger will
have no effect on jobs or the location of the headquarters of the business lines
of the merged banks.

        The Commissioner of Banking of the State of Connecticut has filed a
lawsuit against the Comptroller of the Currency, and Fleet Bank, National
Association and Fleet National Bank of Connecticut, seeking to enjoin the
merger.  The Company believes that the issue is moot because the merger has
already occurred and that the basis of the complaint is without merit.  The
Company intends to vigorously contest such action.



<PAGE>


                                   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.



                                           By:  /s/ William C. Mutterperl
                                           ------------------------------
                                                William C. Mutterperl
                                           Senior Vice President, Secretary
                                                 and General Counsel

Date: April 1, 1996










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