Rule: 424(b)(3)
File No: 333-00701
The Pricing Supplement No. 6 dated September 3, 1997, which was filed on
September 5, 1997, is hereby amended and restated in its entirety as follows:
PRICING SUPPLEMENT NO. 3 DATED SEPTEMBER 3, 1997
(To Prospectus Supplement dated March 27, 1996 and
Prospectus dated March 25, 1996)
FLEET FINANCIAL GROUP, INC.
RETAIL MEDIUM-TERM NOTEsm SECURITIES
DUE 9 MONTHS OR MORE FROM DATE OF ISSUE
FIXED RATE NOTE
<TABLE>
<CAPTION>
Series J (Senior) [ ] Series K (Subordinated) [x]
<S> <C>
PRINCIPAL AMOUNT: $15,000,000.00 ORIGINAL ISSUE DISCOUNT (OID) NOTE: [ ] Yes [X] No
----------------------------------
Total Amount of OID:
PRICE TO PUBLIC: See below Yield to Maturity:
Initial Accrual Period OID:
NET PROCEEDS: 97.70%
IF OTHER THAN USD:
TRADE DATE: 9/3/97 Specified Currency:
Authorized Denominations:
ISSUE DATE: 9/17/97 Option to Receive Payments in Specified Currency: [ ] Yes [ ] No
Place of Payment:
MATURITY DATE: 9/17/12
INTEREST RATE: 7.125% per annum
INTEREST PAYMENT DATES: Monthly on the 17th of each month commencing October 17, 1997
RECORD DATES: The first calendar day of each month
AGENT: Smith Barney Inc.
AGENT'S CAPACITY: [x] As Principal [ ] As Agent
</TABLE>
REDEMPTION:
[ ] The Notes may not be redeemed prior to maturity.
[x] The Notes may be redeemed prior to maturity.
TERMS OF REDEMPTION:
The Notes will be subject to redemption at the option of the
Company, in whole, on the Interest Payment Date occurring on
September 17, 2001 and each Interest Payment Date occurring
thereafter at a redemption price equal to 100% of the principal
amount of the Notes upon at least 30 New York business days' notice.
ADDITIONAL TERMS:
The Notes may be sold at varying prices related to prevailing market conditions.
SUBORDINATION:
The Notes will be unsecured and will be subordinate and junior in the right of
payment, to the extent and in the manner set forth in the Indenture dated as of
October 1, 1992, between the Company and The First National Bank of Chicago, as
trustee, as amended by a First Supplemental Indenture dated as of November 30,
1992 (such indenture, as amended, the "Subordinated Indenture"), to all Senior
Indebtedness and Other Financial Obligations (each as defined in the
Subordinated Indenture) of the Company. The Subordinated Indenture does not
limit the aggregate amount of Senior Indebtedness or Other Financial Obligations
that may be issued or entered into by the Company. As of June 30, 1997, Senior
Indebtedness and Other Financial Obligations of the Company aggregated
approximately $1.9 billion (holding company only). In addition, because the
Company is a holding company, the Notes will be effectively subordinated to all
existing and future liabilities of the Company's subsidiaries, including
depositors.
